SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __X__
Pre-Effective Amendment No. _____
Post-Effective Amendment No. 46 File No. 2-29601
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. _____
VANGUARD/MORGAN GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Vanguard Financial Center, P.O. Box 1100, Valley Forge, PA 19482
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code (610)669-6000
Raymond J. Klapinsky, Secretary
Vanguard Financial Center, P.O. Box 1100
Valley Forge, PA 19482
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: February 13, 1995
It is proposed that this filing will become effective:
_x_ On February 13, 1995 pursuant to paragraph (b) of Rule 485.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Aggregate Offering Amount of
Being Registered Registered Per Unit Prices Registration Fee
------------------ ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Common Stock
$.10 par value
Vanguard/Morgan Growth Fund,
Inc. $3,431,045 $11.57(1) $39,697,190 $100(2)
</TABLE>
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(1) Net asset value on October 7, 1994 adjusted to the nearest cent.
(2) (a) The calculation of the maximum offering price and registration
fee is made pursuant to Rule 24e-2. The registration fee of $100
was paid upon the filing of Post-Effective Amendment 45 which this
Post-Effective Amendment 46 has been filed to correct.
(b) Total number of shares of Vanguard/Morgan Growth Fund, Inc. (the
"Fund") redeemed or repurchased during the previous fiscal year
was 17,604,843.
(c) During the current fiscal year 14,198,864 shares of the Fund
were used for reduction pursuant to paragraph (c) of Rule 24f-2.
No redeemed or repurchased securities were used for reduction
pursuant to Rule 24e-2 in previous filings of Post-Effective
Amendments during the current fiscal year.
(d) The amount of redeemed or repurchased securities being used for
such reduction in the amount being filed is 3,405,979 leaving
25,066 shares for purposes of calculating the registration fee.
<PAGE>
FACING SHEET
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
46th Post-Effective Amendment
Securities of Open-End Management Investment Companies
A. Exact name of Company as specified in Charter:
VANGUARD/MORGAN GROWTH FUND, INC.
B. Complete address of Company's principal executive offices:
100 Vanguard Boulevard
P.O. Box 1100
Valley Forge, Pennsylvania 19482
C. Name and complete address of agent for service:
Raymond J. Klapinsky, Secretary
Vanguard Financial Center
P.O. Box 1100
Valley Forge, PA 19482
D. Title and amount of securities being registered under this 46th Post-
Effective Amendment:
3,431,045 Shares of Common Stock of Vanguard/Morgan Growth Fund,
Inc., $.10 par value
E. Proposed aggregate maximum offering price to the public of the
securities being registered calculated pursuant to Rule 475(c):
$39,697,190
F. Amount of filing fee.
$100(1)
G. Approximate date of proposed public offering:
It is requested that this filing become effective on February 13, 1995
pursuant to paragraph (b) of Rule 485.
- ----------
(1) (a) The calculation of the maximum offering price and registration
fee is made pursuant to Rule 24e-2. The registration fee of $100
was paid upon the filing of Post-Effective Amendment 45 which this
Post-Effective Amendment 46 has been filed to correct.
(b) Total number of shares of Vanguard/Morgan Growth Fund, Inc. (the
"Fund") redeemed or repurchased during the previous fiscal year
was 17,604,843.
(c) During the current fiscal year 14,198,864 shares of the Fund
were used for reduction pursuant to paragraph (c) of Rule 24f-2.
No redeemed or repurchased securities were used for reduction
pursuant to Rule 24e-2 in previous filings of Post-Effective
Amendments during the current fiscal year.
(d) The amount of redeemed or repurchased securities being used for
such reduction in the amount being filed is 3,405,979 shares,
leaving 25,066 shares for purposes of calculating the
registration fee.
PARTS A-C
Incorporated by reference to the Prospectus, Statement of Additional
Information and Part C contained in Post-Effective Amendment No. 44 to
registrant's Registration Statement on Form N-1A, filed on April 25, 1994,
all of which remain unchanged.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Valley
Forge and the Commonwealth of Pennsylvania, on this 10th day of February,
1995.
VANGUARD/MORGAN GROWTH FUND, INC.
By: (Raymond J. Klapinsky)
John C. Bogle*, Chairman and Chief Executive Officer
February 10, 1995
By: (Raymond J. Klapinsky)
John J. Brennan, President and Director
February 10, 1995
By: (Raymond J. Klapinsky)
Barbara B. Hauptfuhrer
February 10, 1995
By: (Raymond J. Klapinsky)
Bruce K. MacLaury, Director
February 10, 1995
By: (Raymond J. Klapinsky)
Burton G. Malkiel, Director
February 10, 1995
By: (Raymond J. Klapinsky)
John C. Sawhill, Director
February 10, 1995
By: (Raymond J. Klapinsky)
James O. Welch, Director
February 10, 1995
By: (Raymond J. Klapinsky)
J. Lawrence Wilson, Director
February 10, 1995
By: (Raymond J. Klapinsky)
Richard F. Hyland*, Treasurer and Principal Financial Officer and
Accounting Officer
February 10, 1995
*By Power of Attorney. See File Number 2-14336. January 23, 1990.
Incorporated by Reference.
EXHIBIT A
February 10, 1995
Vanguard/Morgan Growth Fund, Inc. (the "Fund")
P.O. Box 1100
Valley Forge, PA 19482
Gentlemen:
This Post-Effective Amendment 46 to the Fund's Registration Statement
filed on Form N1-A is being filed to make certain corrections in Post-
Effective Amendment 45 filed on behalf of the Fund on October 12, 1994.
As a member of the Pennsylvania bar acting as Counsel to the Fund,
I have examined the Fund's Articles of Incorporation and other relevant
documents and corporate records as well as procedures and requirements
relative to the issuance and sale of the Fund's shares of Common Stock,
$.10 par value. This examination disclosed that there were approximately
93,960,760 shares of the Fund issued and outstanding as of October 7, 1994.
Based on the foregoing, it is my opinion that:
1. The Fund is a valid and subsisting corporation of the State of
Maryland, authorized to issue one hundred fifty million shares of its
common stock, with a $.10 par value per share.
2. Upon the effectiveness of Post-Effective Amendment No. 46 to its
Registration Statement on Form N-1A under the Act covering 3,431,045
shares of the Fund, the Fund will, in jurisdictions where the Fund's shares
are qualified for sale, be authorized to make a public offering of such
shares at prices calculated in the manner disclosed in the Fund's then
current Prospectus, which shares, when so issued, will be lawfully issued,
fully paid, and non-assessable.
3. No material events requiring disclosure in the Fund's Prospectus,
other than those listed in paragraph (b)(1) of Rule 485 under the Act, have
occurred since the effective date of the Fund's most recent Post-Effective
Amendment, and Post-Effective Amendment No. 46 to the Fund's Registration
Statement can be properly filed under paragraph (b) of Rule 485.
I consent to the inclusion of this opinion as an Exhibit to such Post-
Effective Amendment No. 46 to the Fund's Registration Statement and to the
applications and registration statements filed in accordance with the
securities laws of the several jurisdictions in which the Fund's shares are
to be offered and I further consent to a reference in the Fund's Prospectus
concerning the substance of this opinion.
Very truly yours,
By: Raymond J. Klapinsky, Counsel
