VANGUARD WORLD FUND INC
24F-2NT, 1994-10-19
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October 19, 1994



Securities & Exchange Commission
350 5th Street, N.W.
Washington, D.C. 20549

Re:  Rule 24f-2 Notice for Vanguard World Fund, Inc.
     File No. 2-17620

Gentlemen:

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard World Fund, Inc. (the "Fund"), hereby files an amendment to
its Rule 24f-2 Notice for the fiscal year ended August 31, 1994. A
wire transfer in the amount of $347,486.72 in payment of the
registration fee due for the Fund's Rule 24f-2 filing has been sent to
the lockbox at Mellon Bank in Pittsburgh for deposit to the Securities
and Exchange Commission's account number 910-8739.

1.   At the beginning of the fiscal year, the Fund did not have any
securities registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2.

2.   During the fiscal year the Fund did not have any securities
registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2.

3.   The number and the aggregate sales price of each of the Fund's
Portfolios sold during the fiscal year was as follows:  (See footnote
attached as Exhibit A hereto:)

Name of Portfolio        Number of Shares       Aggregate Sales Price

U.S. Growth
  Portfolio                    34,158,869         $  509,667,393
International
 Growth Portfolio             134,746,254          1,797,114,957
                              -----------         --------------
     Total                    168,905,123         $2,306,782,350

4.   The number and aggregate sales price of shares of each Portfolio
sold during the fiscal year in reliance upon registration pursuant to
Rule 24f-2 is as follows (See footnote attached as Exhibit A hereto:)

Name of Portfolio        Number of Shares      Aggregate Sales Price
- -----------------        ----------------      ---------------------
U.S. Growth
 Portfolio                    34,158,869          $   509,667,393
International
  Growth Portfolio           134,746,254            1,797,114,957
                             -----------            -------------
     Total                   168,905,123          $ 2,306,782,350

Enclosed is an opinion (Exhibit B) indicating that the securities sold
in reliance upon Rule 24f-2 were legally issued, fully paid and
non-assessable.

Very truly yours,

VANGUARD WORLD FUND, INC.

BY:  Raymond J. Klapinsky
     Secretary


                                  "EXHIBIT A"
                        FOOTNOTE TO RULE 24f-2 NOTICE OF
                           VANGUARD WORLD FUND, INC.

The calculation of the registration fee pursuant to subsection (c)
ofRule 24f-2 is set forth below.  The Fund did not apply any
redemptions orrepurchases which took place during the fiscal year to
the registration of any securities pursuant to Section 24(e) of the
Investment Company Act.

<TABLE>
<CAPTION>


                                       (a)                    (b)                      (c)                (d)
                                  Aggregare Sales       Aggregate Price of        Aggregate Sales       Fee Payable
                               Price of Securities    Securities Redeemed        Price on which       pursuant to
                                Sold in Reliance       or Repurchased           fee will be used      Section 6(b)
                                upon Rule 24f-2       During Fiscal Year          (a minus b)        of 1933 Act

<S>                            <C>                      <C>                    <C>                  <C>

U.S. Growth Portfolio          $  509,667,393           $624,860,493                  --                  --

International
  Growth Portfolio              1,797,114,957            674,217,431                  --                  --

Total                          $2,306,782,350         $1,299,077,924           $1,007,704,426       $347,486.72

</TABLE>



                                 EXHIBIT B




October 19, 1994



Vanguard World Fund, Inc.
P.O. Box 876
Valley Forge, PA 19482

Gentlemen:

I am acting as counsel to Vanguard World Fund, Inc. (the "Fund"), in
connection with its registration as an open-end management investment
company under the Investment Company Act of 1940 ("1940 Act"), as
amended. It is in my capacity as counsel to the Fund that I am
furnishing you this opinion.

I have examined the Fund's:  (1) Articles of Incorporation, and
amendments thereto; (2)minutes of the meetings of shareholders and
Directors; (3)notification of Registration on Form N-8A under the 1940
Act;(4)Registration on Form N-1A under the Securities Act of 1933 ("1933
Act") and 1940 Act, and all amendments thereto; and (5) all other
relevant documents and records, as well as the procedures and
requirements relative to the issuance and sale of the Fund's shares.

The Fund is authorized to issue 450,000,000 shares of its common stock
with a par value of $1.00 per share from two classes ("Portfolios") of
shares, which are designated the U.S. Growth Portfolio (200,000,000
authorized shares) and the International Growth Portfolio (250,000,000
authorized shares). On August 31, 1994 (the end of the Fund's fiscal
year), the Fund had issued and outstanding approximately 126,504,950
shares of the U.S. Growth Portfolio and approximately 208,190,907 shares
of International Growth Portfolio.

My examination also disclosed the following information:

1.   On September 1, 1993, (the beginning of the Fund's fiscal year),
the Fund did not have any securities registered under the 1933 Act other
than pursuant to Rule 24f-2 of the 1940 Act.

2.   During the fiscal year ended August 31, 1994, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule
24f-2.

3.   During the fiscal year ended August 31, 1994, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act:

Name of Portfolio         Number of Shares      Aggregate Sales Price
- -----------------         ----------------      ---------------------
U.S. Growth Portfolio          34,158,869         $  509,667,393

International Growth
 Portfolio                    134,746,254          1,797,114,957
                              -----------          -------------
     Total                    168,905,123         $2,306,782,350

4. During the fiscal year ended August 31, 1994, the Fund redeemed the
following shares:

Name of Portfolio       Number of Shares          Redemption Price
- ---------------------   ----------------          ----------------
U.S. Growth Portfolio         49,943,538           $ 624,860,493

International
 Growth Portfolio             50,591,987             674,217,431
                             -----------             -----------
     Total                    92,535,525          $1,299,077,924

You have instructed me to file, on behalf of the Fund, a Notice pursuant
to Rule 24f-2 of the 1940 Act, for the purpose of registering, under the
1933 Act, the shares set forth above which were sold by the Fund during
the fiscal year.

Based upon the foregoing information and my examination, it is my
opinion that:

1.   The Fund is a valid and subsisting corporation of the State of
Maryland, authorized to issue 450,000,000 shares of its common stock,
with a $1.00 par value, from two Portfolios (200,000,000 shares of the
U.S. Growth Portfolio and 250,000,000 shares of the International Growth
Portfolio).

2.   The proposed registration of the combined total of 168,905,123
shares of common stock sold by the Fund during the fiscal year ended
August 31, 1994, pursuant to Rule 24f-2 of the 1940 Act is proper, and
that such shares, which were issued for a consideration deemed by the
Board of Directors to be consistent with the Fund's Articles of
Incorporation, were lawfully issued, fully paid, and non-assessable; and

3.   The holders of such shares have all the rights provided with
respect to such holdings bythe Articles of Incorporation and the laws of
the State of Maryland.

I hereby consent to the use of this opinion as an Exhibit to the Rule
24f-2 Notice, as amended, filed on behalf of the Fund, covering the
registration of such shares under the 1933 Act, and to the applications
and registration statements, and amendments thereto, filed in accordance
with the securities laws of the states in which shares of the Fund are
offered.  I further consent to reference in the Prospectus of the Fund
to the fact that this opinion concerning the legality of the issue has
been rendered by me.

Very truly yours,

BY:   Raymond J. Klapinsky
      Counsel

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