VANGUARD MORGAN GROWTH FUND INC
N-30D, 1999-08-23
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<PAGE>

VANGUARD
MORGAN GROWTH
FUND

[PHOTO]

SEMIANNUAL
REPORT
JUNE 30, 1999

[THE VANGUARD GROUP LOGO]

<PAGE>

AT VANGUARD, WE BELIEVE
THAT TRADITION MATTERS

Our 9,000 crew members  embrace the  traditional  values on which our success is
built,  including integrity,  hard work, thrift,  teamwork,  and fair dealing on
behalf of our clients.

Our report cover pays homage to three anniversaries,  each of great significance
to The Vanguard Group:

- -    The 200th  anniversary of the Battle of the Nile, which commenced on August
     1, 1798. HMS Vanguard,  the victorious British flagship at the Nile, is our
     namesake.  And its motto-- "Leading the way"--serves as a guiding principle
     for our company.

- -    The 100th  birthday,  on July 23,  1998,  of Walter L.  Morgan,  founder of
     Wellington  Fund, the oldest member of what became The Vanguard Group.  Mr.
     Morgan was friend and mentor to Vanguard  founder John C. Bogle, and helped
     to shape the standards and business principles that Mr. Bogle laid down for
     Vanguard  at its  beginning  nearly 25 years  ago:  a stress  on  balanced,
     diversified  investments;  insistence  on  fair  dealing  and  candor  with
     clients;  and a focus on  long-term  investing.  To our great  regret,  Mr.
     Morgan died on September 2, 1998.

- -    The 70th  anniversary,  on  December  28,  1998,  of the  incorporation  of
     Vanguard  Wellington  Fund. It is the nation's oldest balanced mutual fund,
     and one of only a handful  of funds  created in the 1920s that are still in
     operation.

Although Vanguard constantly tackles new challenges,  adopts new technology, and
develops new services,  we treasure the  traditions and values that set us apart
in a  crowded,  competitive  industry.  And we salute  our  shareholders,  whose
support and trust we strive to earn each and every day.


                                    CONTENTS
                         A MESSAGE TO OUR SHAREHOLDERS
                                       1
                           THE MARKETS IN PERSPECTIVE
                                       3
                            REPORT FROM THE ADVISERS
                                       5
                              PERFORMANCE SUMMARY
                                       7
                                  FUND PROFILE
                                       8
                              FINANCIAL STATEMENTS
                                       10

                         FOR AN UPDATE ON OUR YEAR 2000
                           PREPAREDNESS, SEE PAGE 20.

                        All comparative mutual fund data
                        are from Lipper or Morningstar,
                            unless otherwise noted.

<PAGE>

FELLOW SHAREHOLDER,

[PHOTO]

JOHN J. BRENNAN          JOHN C. BOGLE
CHAIRMAN & CEO           SENIOR CHAIRMAN

During a prosperous  six-month period for equities,  Vanguard Morgan Growth Fund
posted a hearty +14.3% return for the first half of its fiscal year. As shown in
the table below,  its gain handily exceeded those of the average growth fund and
its  unmanaged  benchmarks,  the Standard & Poor's 500 Index and the Growth Fund
Stock Index.
         The  fund's  return is based on an  increase  in net asset  value  from
$19.72 per share on December 31, 1998, to $21.87 per share on June 30, 1999, and
is adjusted for a distribution of $0.60 per share paid from net realized capital
gains.

THE PERIOD IN REVIEW
The key  influences on financial  markets during the first half of 1999 were the
surprising  strength of the U.S.  economy's  long-running  expansion,  promising
corporate  earnings,  and the  increasing  signs that a number of shaky  foreign
economies  were on firmer  footing.  These  factors  were  responsible  for both
broad-based  gains in U.S.  stocks and increases in interest  rates,  which sent
bond prices lower.
         The overall U.S. stock market,  as measured by the Wilshire 5000 Equity
Index,  gained  +11.8%--equivalent  to more than a full year's  return  based on
historical  norms. But the half-year saw a sharp rotation in market  leadership.
As the outlook for global economic  growth kept  improving,  there was a notable
revival in cyclical  stocks--commodity-related  companies, machinery makers, and
other firms whose profit  prospects  are most closely tied to the  economy's ups
and downs.  This was a welcome change for the cyclicals and other "value" stocks
that had lagged the  market  not just in the first  quarter  but for much of the
last five  years.  During the first  quarter,  the growth  stocks in the S&P 500
Index outpaced the value stocks--those  characterized by above-average  dividend
yields and below-average  price/earnings ratios. However, the situation reversed
during the second  quarter,  and for the half-year,  while growth stocks were up
+11.0%, value stocks carried the day with a gain of +14.0%.
         Also rebounding vigorously were small-capitalization  stocks, which had
trailed far behind  large-caps in recent years. The small-cap Russell 2000 Index
nicely outpaced the S&P 500 during the second  quarter,  although it trailed the
large-cap index for the half-year, +9.3% to +12.4%.
         Interest rates held steady in January,  but rose throughout the rest of
the period.  By June 30, yields on U.S.  Treasury notes and bonds were higher by
roughly 1  percentage  point from their  year-end  1998  levels.  The  benchmark
30-year Treasury bond's yield increased 86 basis points (0.86 percentage point),
from 5.10% to 5.96%.

- ------------------------------------------------------------
                                             TOTAL RETURNS
                                           SIX MONTHS ENDED
                                             JUNE 30, 1999
- ------------------------------------------------------------
Vanguard Morgan Growth Fund                          +14.3%
- ------------------------------------------------------------
Average Growth Fund                                  +11.7%
- ------------------------------------------------------------
S&P 500 Index                                        +12.4%
- ------------------------------------------------------------
Growth Fund Stock Index*                             +12.8
- ------------------------------------------------------------
*Reflects the average  common stock  holdings of the
50 largest  growth-oriented mutual funds.

                                       1

<PAGE>

PERFORMANCE OVERVIEW
Despite the stock  market's  slight tilt toward value over growth  stocks during
the period,  Morgan  Growth Fund and its peers  fared well.  Your fund  returned
+14.3%,  compared with +11.7% for the average growth fund and +12.4% for the S&P
500 Index.  Our return also  outpaced the +12.8% return of the Growth Fund Stock
Index, an unmanaged measure that we believe is more representative of the stocks
in which we invest than is the S&P 500.

- ----------------------------------------------------------------
                                     TOTAL ASSETS MANAGED
                                         JUNE 30, 1999
                                   -----------------------------
                                   $ MILLION       PERCENTAGE
- ----------------------------------------------------------------
Franklin Portfolio Associates        $1,690           41%
Wellington Management                 1,644           39
Vanguard Core Management                615           15
Cash Reserve*                           220            5
- ----------------------------------------------------------------
Total                                $4,169          100%
- ----------------------------------------------------------------
*Cash  reserve is invested in equity  index  futures to simulate
investment  in stocks; each adviser also maintains a modest cash
reserve.

     Morgan  Growth's  return was propelled by deft stock selection by our three
advisers  in  several  sectors,  especially  in  the  utilities  and  technology
categories,  where we earned  returns of nearly +31%.  Strong stock picks lifted
our return in the  consumer-  discretionary  arena to +22.6%,  versus +14.6% for
those stocks in the S&P 500.  Conversely,  at -14.9%,  the fund's performance in
the  consumer-staples  category  was  disappointing,  as was our  showing in the
health-care  sector  (-11.5%).  The table above shows the  allocation  of assets
among our three advisers as of June 30.

IN SUMMARY
With different market segments jockeying back and forth for supremacy, the first
six months of 1999  provided a telling  example of the fickle  nature of stocks.
And on a grander scale, the disparity  between stock and bond returns  reflected
the uncertainty that is part and parcel of the financial markets.
         Sticking  with a balanced  investment  program  can be trying at times,
particularly  when one market  segment  runs ahead of the others and seems to be
"the only game in town." But in the long run,  such a  program--including  stock
funds,  bond funds,  and  short-term  reserves--helps  investors to ride out the
inevitable  fluctuations  that are encountered en route to your financial goals.
So once you've decided on an investment plan suited to your time horizon, goals,
and tolerance for risk, we urge you to "stay the course."



/S/                                     /S/
John C. Bogle                           John J. Brennan
Senior Chairman                         Chairman and
                                        Chief Executive Officer
July 16, 1999

                                       2
<PAGE>

THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED JUNE 30, 1999

A markedly improved global economic outlook during the first half of 1999 led to
mostly positive stock market returns and lower bond prices.
         As the year began, many observers  expected that severe economic crises
in Asia,  Russia,  and some  Latin  American  nations  would  restrain  business
activity  worldwide,  even in the  United  States,  which  has been the  world's
economic  locomotive.  By spring,  however,  a  consensus  emerged  that  global
economic  activity  was  likely  to be  solid,  if not  robust.  This  change in
sentiment stemmed from several factors, including further vigorous growth in the
U.S.  economy,  a belief that Asia's slump had bottomed out, and moves in Europe
to ease monetary policy to encourage growth.
         Interest rates rose as investors  stopped wondering whether the Federal
Reserve  Board  would  lower  interest  rates--as  it had three  times in autumn
1998--and  began to wonder when the Fed would  increase rates to slow growth and
thereby forestall  inflation.  Indeed,  on the final day of the period,  the Fed
boosted  short-term  rates by 0.25 percentage  point.  In the stock market,  the
brighter  economic  outlook  led  to  a  change  in  leadership  from  glamorous
large-capitalization growth stocks to value stocks and small-cap stocks, both of
which had been among Wall Street's wallflowers in recent years.

- --------------------------------------------------------------------------------
                                                     TOTAL RETURNS
                                              PERIODS ENDED JUNE 30, 1999
                                          ---------------------------------
                                          6 MONTHS       1 YEAR     5 YEARS*
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                              12.4%        22.8%        27.9%
  Russell 2000 Index                          9.3          1.5         15.4
  Wilshire 5000 Index                        11.8         19.5         25.7
  MSCI EAFE Index                             4.1          7.9          8.5
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index                -1.4%         3.2%         7.8%
  Lehman 10 Year Municipal Bond Index        -1.7          2.3          6.8
  Salomon Smith Barney 3-Month
  U.S. Treasury Bill Index                    2.2          4.7          5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                        1.4%         2.0%         2.3%
- --------------------------------------------------------------------------------
*Annualized.

U.S. STOCK MARKETS
The rise in stock prices  reflected the healthy  domestic  economy and improving
prospects  for  corporate  earnings.  The  overall  market,  as  measured by the
Wilshire 5000 Index,  rose 11.8% during the period,  while the S&P 500 Index,  a
yardstick for large-cap stocks, gained 12.4%.
         Large-cap  growth  stocks,   which  are  generally  perceived  as  less
vulnerable  than  other  stocks to  economic  slowdowns,  continued  to lead the
market's climb during the first quarter of the year.  During the second quarter,
however, value  stocks--especially  producers of commodity products such as oil,
aluminum,  and chemicals--moved to the front of the pack. Providing support were
generally  upbeat  corporate  profit  reports.   Indeed,   earnings  gains  were
sufficient to send prices higher  despite  rising  interest  rates,  which often
depress  stock  prices as well as bond prices.  For the six months,  the S&P 500
Index's  value stocks posted a 14.0% return while its growth stocks gained 11.0%
as a group.

                                       3

<PAGE>

         Small-cap stocks,  as measured by the Russell 2000 Index,  gained 9.3%,
although  that fact masks a  remarkable  turnaround:  Small-caps  declined  5.4%
during the first quarter of 1999, then advanced 15.6% during the second quarter.
Even so, the  cumulative  return of the  Russell  2000 over the past three years
lags the S&P 500 Index by nearly 80  percentage  points  (+37.6% for the Russell
2000 versus +115.2% for the S&P 500).
         Four of the top-performing  sectors within the S&P 500 Index during the
half-year  were solidly in the value  camp--the  "other  energy"  group  (+40%);
producer durables (+26%);  materials & processing  (+25%);  and  integrated-oils
(+17%). The strongest  growth-oriented  sector was the irrepressible  technology
group (+24%).  The poor performance of the consumer staples sector (-8%) was due
in part to the gains of the U.S. dollar against most foreign  currencies,  which
reduced the value of earnings from overseas operations.

U.S. BOND MARKETS
The powerful  economic  expansion that buoyed corporate profits and stock prices
was  too  much  of a  good  thing  for  the  bond  market.  Inflation  was  well
behaved--consumer  prices  rose 1.4% for the six  months and 2.0% for the twelve
months ended June 30--but investors and Fed policymakers  clearly were concerned
that an overheated economy might yet trigger significant  increases in wages and
overall prices.  Certainly,  there was no evidence of the "natural slowing" that
many  analysts  expected  for the  economy,  which is in the  longest  peacetime
expansion ever.
         Yields  on U.S.  Treasury  bonds  rose by  approximately  1  percentage
point--a  significant  rise for a  six-month  period.  The yield of the  30-year
Treasury bond rose 86 basis  points,  to 5.96% on June 30 from 5.10% on December
31, 1998. The yield of the 10-year Treasury rose 113 basis points, to 5.78% from
4.65%.  Money  market  rates  didn't  rise as far:  Yields  on  3-month  T-bills
increased on balance by only 33 basis points,  to 4.78% on June 30. Bond prices,
which move in the opposite  direction  from  interest  rates,  fell.  The Lehman
Aggregate Bond Index, a benchmark for investment-grade  taxable bonds,  declined
1.4% on a  total-return  basis,  as bond  prices  declined  an  average of 4.4%,
outweighing the 3.0% in interest income for the period.

INTERNATIONAL STOCK MARKETS
Led by sharp  recoveries  in stock  prices in Japan and many  emerging  markets,
international stock prices generated positive returns in local currencies during
the six  months.  However,  a  pervasive  rise in the  value of the U.S.  dollar
against other currencies reduced returns for U.S. investors (returns from abroad
are augmented when the dollar falls in value against other currencies).
         Overall, the developed markets outside the United States gained 4.1% in
U.S.-dollar  terms,  as measured  by the Morgan  Stanley  Capital  International
Europe,  Australasia,  Far East (EAFE) Index. The biggest  increases were in the
Pacific region--up 27.3% in local-currency terms and 21.1% when measured in U.S.
dollars.   Europe,  which  accounts  for  the  lion's  share  of  EAFE's  market
capitalization, was up 8.2% in local currencies. But in U.S. dollars, the return
from   European   stocks  was  a  negative   2.3%,   as   weakness  in  European
currencies--notably in the euro, the new 11-nation common  currency--lopped more
than 10  percentage  points  from the  local-currency  returns.  The MSCI Select
Emerging  Markets Free Index shot up 31.5% in dollar terms, led by Asian markets
that rebounded from severe losses suffered in 1997 and 1998.

                                       4
<PAGE>

REPORT FROM THE ADVISERS

[PHOTO]

The first half of 1999 was a rewarding  period for Vanguard  Morgan Growth Fund.
Our 14.3% return during the six months ended June 30 exceeded the returns of the
average  growth  stock  fund  and the  Growth  Fund  Stock  Index by 2.6 and 1.5
percentage points, respectively.
         The  rise in  stock  prices  and in  interest  rates  during  the  past
half-year  has  put  stocks  at  stretched  valuations,  and we  continue  to be
surprised by the market's resiliency. In such an environment, it is hard to find
many bargains.
         Historically,  periods of tightening by the Federal Reserve Board, such
as we  appear  to be  entering,  have not been  good for the  financial-services
sector, the housing market, and highly leveraged  companies.  On the other hand,
the improving global growth picture should benefit areas that are more sensitive
to ups and downs in economic activity,  including the industrial sector and some
parts of the technology sector.
         A broadening in the stock market, especially during the second quarter,
was helpful. Before this expansion of investors' focus, the market's performance
had been dominated by the very largest stocks within the S&P 500.  Although many
of these issues were growth  stocks--and  several were holdings of Morgan Growth
Fund--our  stake in this  group of very  large  stocks  was  smaller  than their
weighting in the index.
         The  industry  groups where our stock  selections  added the most value
versus our benchmarks during the half-year were consumer discretionary (up about
23% versus 15% for the S&P 500 Index),  utilities  (a return of about 31% versus
14% for the  index),  and  technology  (up about  31% for the fund,  24% for the
index). Our relative performance was also aided by our lighter stake (4% of fund
assets, on average, versus nearly 9% for the index) in consumer-staples  stocks,
the worst-performing  major industry group within the S&P 500 during the period.
An area in which our stock  selections  performed  poorly was health care, where
our holdings returned about -12%, versus -2% for the index's health-care stocks.
         There have been no large  changes in our industry  weightings  since we
last reported to you six months ago. The biggest shifts,  as a percentage of our
stock  holdings,  were in technology (up 2.9 percentage  points);  the catch-all
"other"  category  (up  2.3  percentage  points);  and  in the  health-care  and
consumer-staples sectors (down 2.0 percentage points each).
         Among our ten largest holdings,  AT&T and  Tele-Communications  merged,
and we trimmed our  positions  in The Gap and Fannie Mae. New to the list of the
fund's ten largest  holdings are Lucent  Technologies,  MCI  WorldCom,  and Tyco
International.  Other significant  purchases  included the additions of Corning,
whose big fiber-optics  business makes it a  telecommunications  play;  Illinois
Tool Works, a superbly run global manufacturer with leadership positions in many
niche markets;  and Boston Scientific,  a fast-growing maker of medical devices.
America Online, which had been our second-largest holding

- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The fund reflects a belief that  superior  long-term  investment  results can be
achieved by holding a  well-diversified  portfolio of growth stocks  selected by
several advisers using distinct  investment  strategies.  Over time, such a fund
should provide gross returns that parallel those of other large, growth-oriented
mutual funds and net returns that exceed the group average.
- --------------------------------------------------------------------------------
                                       5
<PAGE>

six months ago, is now number four. We reduced our AOL stake to lower the fund's
overall risk profile. Given the stock's hot  performance  during the half-year
(up 42%),  the cutback hurt our performance relative to our benchmark index.
         We  sold  a  number  of  stocks  in  the   consumer-discretionary   and
consumer-staples groups. Volume growth has been sluggish, at best, for Coca-Cola
and PepsiCo.  We eliminated  our position in Barnes & Noble,  reasoning that its
being a distant  number two on the Internet to  Amazon.com,  while being saddled
with a lot of bricks and mortar, might not augur success. We sold CVS, which had
been a great long-term winner for us but whose momentum might be slowing.  Whole
Foods  Market,   an  interesting   concept  as  an  alternative  to  traditional
supermarkets,  was  sold  because  of  concerns  about  the  capability  of  its
management.  We eliminated our stake in Papa John's,  which had done well for us
but may be headed toward long-term saturation.
         Morgan  Growth  Fund's  three  advisers  select  stocks  for  the  fund
independently,  though they share a common goal of long-term  growth in capital.
The following are brief descriptions of the advisers' strategies.

FRANKLIN PORTFOLIO ASSOCIATES
Franklin uses an array of computer models to analyze some 3,500 stocks in search
of issues that appear to be undervalued.  Franklin  considers the economic cycle
and ranks securities based on three key analyses:  fundamental  momentum,  which
seeks to identify companies with relatively strong near-term business prospects;
relative value,  which searches out stocks with attractive prices in relation to
past  market  values or to  specific  financial  measures  such as book value or
sales; and future cash flow, which assesses stocks based on prospects for growth
in earnings and dividends.

WELLINGTON MANAGEMENT COMPANY, LLP
Wellington Management's portfolio manager seeks to identify companies with above
- -average   prospects   for   growth,   especially   in   industries   undergoing
fundamentalchanges.  The  investment  process is supported by in-depth,  company
- -by-company  examinations  and  evaluations  by  more  than 30  global  industry
analysts.

VANGUARD CORE MANAGEMENT GROUP
Vanguard Core Management Group uses computer models to rank some 3,000 stocks by
a variety of measures,  including cash flow,  relative  value,  and  share-price
momentum.  Overall  rankings  are  based  on  weights  assigned  to the  various
measures.  A portfolio is constructed  from among the  higher-ranking  stocks to
resemble the Growth Fund Stock Index,  which  reflects the average  common stock
holdings  of  the  50  largest   growth-oriented   mutual  funds,  in  such  key
characteristics  as market  capitalization  and  diversification  among industry
sectors.

Franklin Portfolio Associates
Wellington Management Company, LLP
Vanguard Core Management Group

July 14, 1999

                                       6
<PAGE>

PERFORMANCE SUMMARY
MORGAN GROWTH FUND

All of the data on this page represent past performance, which cannot be used to
predict  future returns that may be achieved by the fund.  Note,  too, that both
share price and return can fluctuate  widely, so an investment in the fund could
lose money.


TOTAL INVESTMENT RETURNS: DECEMBER 31, 1978-JUNE 30, 1999
- --------------------------------------------------------------------------------
                           MORGAN GROWTH FUND                   S&P 500
FISCAL            CAPITAL         INCOME         TOTAL            TOTAL
YEAR               RETURN         RETURN        RETURN           RETURN
- --------------------------------------------------------------------------------
1979                15.3%           3.5%         18.8%            18.4%
1980                30.5            4.2          34.7             32.4
1981                -7.1            2.3          -4.8             -4.9
1982                24.1            3.6          27.7             21.5
1983                25.8            2.6          28.4             22.5
1984                -8.1            2.0          -6.1              6.3
1985                27.5            2.8          30.3             31.8
1986                 4.2            3.6           7.8             18.7
1987                 3.3            1.7           5.0              5.3
1988                19.8            2.5          22.3             16.6
1989                19.9            2.8          22.7             31.7

- --------------------------------------------------------------------------------
                          MORGAN GROWTH FUND                   S&P 500
FISCAL            CAPITAL         INCOME         TOTAL            TOTAL
YEAR               RETURN         RETURN        RETURN           RETURN
- --------------------------------------------------------------------------------
1990                -4.4%           2.9%         -1.5%            -3.1%
1991                26.3            3.0          29.3             30.5
1992                 8.1            1.4           9.5              7.6
1993                 5.9            1.4           7.3             10.1
1994                -2.9            1.2          -1.7              1.3
1995                34.6            1.4          36.0             37.6
1996                22.3            1.0          23.3             23.0
1997                29.7            1.1          30.8             33.4
1998                21.1            1.2          22.3             28.6
1999*               14.3            0.0          14.3             12.4
- --------------------------------------------------------------------------------
*Six months ended June 30, 1999.
See  Financial  Highlights  table  on page 17 for  dividend  and  capital  gains
information for the past five years.

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
                                                           10 YEARS
                     INCEPTION                    -----------------------------
                     DATE       1 YEAR   5 YEARS   CAPITAL    INCOME     TOTAL
- --------------------------------------------------------------------------------
Morgan Growth Fund 12/31/1968    20.25%    26.53%    15.59%     1.78%     17.37%
- --------------------------------------------------------------------------------

                                       7
<PAGE>

FUND PROFILE
MORGAN GROWTH FUND


This Profile  provides a snapshot of the fund's  characteristics  as of June 30,
1999,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 9.

PORTFOLIO CHARACTERISTICS
- -----------------------------------------------------
                               MORGAN        S&P 500
- -----------------------------------------------------
Number of Stocks                  332            500
Median Market Cap              $22.3B         $70.1B
Price/Earnings Ratio            28.6x          29.6x
Price/Book Ratio                 4.7x           5.2x
Yield                            0.6%           1.2%
Return on Equity                18.0%          22.4%
Earnings Growth Rate            19.0%          14.8%
Foreign Holdings                 5.8%           1.6%
Turnover Rate                    73%*             --
Expense Ratio                  0.44%*             --
Cash Reserves                    1.7%             --

*Annualized.

INVESTMENT FOCUS
- ----------------
[GRID]
STYLE          GROWTH
MARKET CAP     LARGE


VOLATILITY MEASURES
- -----------------------------------------------------
                               MORGAN        S&P 500
- -----------------------------------------------------
R-Squared                        0.90           1.00
Beta                             1.11           1.00


TEN LARGEST HOLDINGS (% OF TOTAL NET ASSETS)
- -----------------------------------------------------
AT&T Corp.-Liberty Media Class A                2.4%
Home Depot, Inc.                                2.1
Vodafone AirTouch PLC ADR                       2.0
America Online, Inc.                            2.0
Microsoft Corp.                                 1.9
Lucent Technologies, Inc.                       1.7
American International Group, Inc.              1.6
Cisco Systems, Inc.                             1.5
MCI WorldCom, Inc.                              1.4
Tyco International Ltd.                         1.3
- -----------------------------------------------------
Top Ten                                        17.9%

SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                                 JUNE 30, 1998              JUNE 30, 1999
                               -------------------------------------------------
                                    MORGAN           MORGAN           S&P 500
                               -------------------------------------------------
Auto & Transportation .............  2.2%             1.7%             2.5%
Consumer Discretionary............. 21.6             23.3             12.8
Consumer Staples...................  5.2              3.6              7.8
Financial Services................. 21.6             16.7             16.5
Health Care........................ 12.7             11.3             11.1
Integrated Oils....................  0.7              0.5              5.1
Other Energy.......................  3.2              1.1              1.4
Materials & Processing.............  5.3              3.1              3.5
Producer Durables..................  5.3              5.4              3.5
Technology......................... 13.0             20.0             18.9
Utilities..........................  6.3              8.6             11.3
Other..............................  2.9              4.7              5.6
- --------------------------------------------------------------------------------
                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

TEN LARGEST  HOLDINGS.  The percentage of net assets that a fund has invested in
its ten largest holdings. (The average for stock mutual funds is about 30%.) As
this percentage  rises, a fund's returns are likely to be more volatile  because
they are more  dependent  on the  fortunes  of a few  companies.

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

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

                                       9
<PAGE>

FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

[PHOTO]

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

- ------------------------------------------------------------------------------
                                                                      MARKET
                                                                      VALUE*
MORGAN GROWTH FUND                                    SHARES           (000)
- ------------------------------------------------------------------------------
COMMON STOCKS (93.0%)(1)
- ------------------------------------------------------------------------------
Auto & Transportation (1.6%)
    General Motors Corp.                             203,900     $   13,457
    Delta Air Lines, Inc.                            160,000          9,220
    Werner Enterprises, Inc.                         406,250          8,430
o   Ryanair Holdings PLC                             128,300          6,800
    Delphi Automotive
      Systems Corp.                                  278,733          5,174
    Ford Motor Co.                                    73,000          4,120
o   Navistar International Corp.                      75,800          3,790
    Burlington Northern
      Santa Fe Corp.                                 116,100          3,599
    PACCAR, Inc.                                      47,000          2,509
    Meritor Automotive, Inc.                          97,100          2,476
o   UAL Corp.                                         28,900          1,879
    Fleetwood Enterprises, Inc.                       51,900          1,372
    Tidewater Inc.                                    25,200            769
o   Alaska Air Group, Inc.                            10,200            426
    Arctic Cat, Inc.                                  27,300            244
                                                                     ------
                                                                     64,265
                                                                     ------

CONSUMER DISCRETIONARY (21.7%)
o   AT&T Corp.-Liberty Media
      Class A                                      2,720,000         99,960
    Home Depot, Inc.                               1,344,200         86,617
o   America Online, Inc.                             753,800         83,295
    The Gap, Inc.                                  1,093,725         55,096
o   Viacom Inc. Class B                            1,214,800         53,451
    Kimberly-Clark Corp.                             734,700         41,878
    Knight Ridder                                    675,300         37,099
    Wal-Mart Stores, Inc.                            735,900         35,507
o   Federated Department
      Stores, Inc.                                   510,500         27,025
o   Outdoor Systems, Inc.                            685,000         25,002
    Dayton Hudson Corp.                              379,000         24,635

- ------------------------------------------------------------------------------
                                                                     MARKET
                                                                     VALUE*
                                                      SHARES          (000)
- ------------------------------------------------------------------------------
o   Bed Bath & Beyond, Inc.                          550,000     $   21,175
o   Univision Communications Inc.                    246,900         16,295
    Hasbro, Inc.                                     581,350         16,241
    R.R. Donnelley & Sons Co.                        420,700         15,592
o   Tricon Global Restaurants, Inc.                  276,300         14,955
    Gannett Co., Inc.                                198,000         14,132
    The Walt Disney Co.                              450,000         13,866
    Premark International, Inc.                      334,100         12,529
o   Chancellor Media Corp.                           225,000         12,403
    Whirlpool Corp.                                  164,000         12,136
    E.W. Scripps Co. Class A                         225,000         10,702
    Darden Restaurants Inc.                          402,100          8,771
o   Electronic Arts Inc.                             148,500          8,056
    May Department Stores Co.                        191,700          7,836
o   Clear Channel
      Communications, Inc.                           100,000          6,894
    News Corp. Ltd. Pfd. ADR                         205,000          6,470
    McDonald's Corp.                                 151,000          6,238
    TJX Cos., Inc.                                   182,000          6,063
    Stewart Enterprises, Inc.
      Class A                                        415,000          6,043
    Time Warner, Inc.                                 81,000          5,954
o   Valassis Communications, Inc.                    157,050          5,752
    Central Newspapers, Inc.                         150,000          5,644
o   Capstar Broadcasting Corp.                       200,000          5,475
o   AnnTaylor Stores Corp.                           120,700          5,431
o   Furniture Brands
      International Inc.                             187,400          5,224
o   TV Guide, Inc.                                   139,000          5,091
o   Best Buy Co., Inc.                                74,300          5,015
o   Brinker International, Inc.                      184,000          5,002
o   Yahoo!, Inc.                                      27,600          4,754
    Tiffany & Co.                                     48,200          4,651
o   AutoNation, Inc.                                 229,300          4,084

                                       10

<PAGE>

- ------------------------------------------------------------------------------
                                                                     MARKET
                                                                     VALUE*
                                                      SHARES          (000)
- ------------------------------------------------------------------------------
o   Select Appointments
      (Holdings) PLC                                 168,000     $   4,032
    Eastman Kodak Co.                                 58,300         3,950
    Sears, Roebuck & Co.                              88,000         3,922
o   Iron Mountain, Inc.                              128,300         3,673
o   HomeBase, Inc.                                   556,800         3,515
    Hertz Corp. Class A                               55,600         3,447
o   Snyder Communications, Inc.                      105,200         3,445
o   Kmart Corp.                                      204,400         3,360
o   Office Depot, Inc.                               141,000         3,111
    Ethan Allen Interiors, Inc.                       80,850         3,052
    Maytag Corp.                                      40,300         2,808
    American Greetings Corp.
      Class A                                         90,500         2,726
    Tandy Corp.                                       55,200         2,698
    Ross Stores, Inc.                                 46,600         2,347
    ServiceMaster Co.                                112,800         2,115
o   Flextech PLC                                     121,911         1,980
o   World Color Press, Inc.                           66,100         1,818
    Carnival Corp.                                    26,300         1,276
o   General Nutrition Cos., Inc.                      49,100         1,145
    Liz Claiborne, Inc.                               26,400           964
o   Neiman Marcus Group Inc.                          33,900           871
o   CDI Corp.                                         11,400           388
o   Anchor Gaming                                      1,000            48
                                                                   -------
                                                                   904,730
                                                                   -------

CONSUMER STAPLES (3.3%)
    Philip Morris Cos., Inc.                         826,200        33,203
    IBP, Inc.                                        672,500        15,972
    H.J. Heinz Co.                                   306,000        15,338
    ConAgra, Inc.                                    560,300        14,918
o   Safeway, Inc.                                    286,700        14,192
    Albertson's, Inc.                                253,800        13,087
    Anheuser-Busch Cos., Inc.                        167,000        11,847
    Unilever NV ADR                                  129,464         9,030
    SuperValu Inc.                                   157,600         4,048
    Universal Corp.                                  102,200         2,906
    Universal Foods Corp.                             87,000         1,838
    Interstate Bakeries Corp.                         47,600         1,068
    Food Lion Inc. Class A                            61,900           735
o   The Kroger Co.                                    25,600           715
    Brown-Forman Corp. Class B                         1,000            65
                                                                   -------
                                                                   138,962
                                                                   -------

FINANCIAL SERVICES (15.7%)
    American International
      Group, Inc.                                    553,222        64,762
    Citigroup, Inc.                                1,145,850        54,428
    Morgan Stanley Dean
      Witter & Co.                                   338,200        34,666
    Freddie Mac                                      579,100        33,588
    Marsh & McLennan Cos., Inc.                      427,250        32,257
    First Data Corp.                                 650,000        31,809
    Ace, Ltd.                                        950,000        26,838
    Associates First Capital Corp.                   592,000        26,233
    Bank of America Corp.                            351,274        25,753
    The Equitable Cos.                               359,300        24,073
    Fannie Mae                                       346,100        23,665
    Golden West Financial Corp.                      232,500        22,785
    Providian Financial Corp.                        215,500        20,149
    Fleet Financial Group, Inc.                      452,400        20,075
    J.P. Morgan & Co., Inc.                          125,200        17,591


- ------------------------------------------------------------------------------
                                                                     MARKET
                                                                     VALUE*
                                                      SHARES          (000)
- ------------------------------------------------------------------------------
    American General Corp.                           213,600     $  16,100
    Countrywide Credit
      Industries, Inc.                               335,000        14,321
    Allstate Corp.                                   382,300        13,715
    SunTrust Banks, Inc.                             170,300        11,825
o   BISYS Group, Inc.                                180,000        10,530
    Merrill Lynch & Co., Inc.                        124,600         9,960
    Heller Financial, Inc.                           350,000         9,734
    Dime Bancorp, Inc.                               474,400         9,547
o   Policy Management
      Systems Corp.                                  275,000         8,250
    National City Corp.                              121,500         7,958
    The Chase Manhattan Corp.                         85,736         7,427
    Cullen/Frost Bankers, Inc.                       224,200         6,180
o   Security Capital Group Inc. REIT
      Class B                                        405,700         5,908
    Legg Mason Inc.                                  136,666         5,262
    Bear Stearns Co., Inc.                           106,800         4,993
    BankBoston Corp.                                  94,300         4,821
    MBNA Corp.                                       150,000         4,594
    Charter One Financial                            160,200         4,456
    FINOVA Group, Inc.                                69,900         3,678
    Deluxe Corp.                                      92,300         3,594
    City National Corp.                               83,500         3,126
    Travelers Property Casualty Corp.                 74,000         2,895
    T. Rowe Price                                     74,300         2,851
    The PMI Group Inc.                                44,300         2,783
    PNC Bank Corp.                                    48,200         2,778
    AMBAC Financial Group Inc.                        42,000         2,399
    Hartford Life, Inc.                               37,600         1,979
    Franchise Finance Corp. of
      America REIT                                    84,900         1,868
    M & T Bank Corp.                                   3,300         1,815
    MGIC Investment Corp.                             32,400         1,575
    Morgan Keegan, Inc.                               77,000         1,458
    KeyCorp                                           43,200         1,388
    A.G. Edwards & Sons, Inc.                         41,600         1,342
    Sovereign Bancorp, Inc.                          102,600         1,244
    Old Republic International Corp.                  60,300         1,044
    UnionBanCal Corp.                                 28,800         1,040
o   Alleghany Corp.                                    2,500           462
                                                                   -------
                                                                   653,572
                                                                   -------
HEALTH CARE (10.5%)
    Cardinal Health, Inc.                            616,150        39,511
    Abbott Laboratories                              691,500        31,463
    AstraZeneca PLC                                  760,000        29,783
    Johnson & Johnson                                269,500        26,411
    Warner-Lambert Co.                               376,675        26,132
    PE Corp-PE Biosystems Group                      215,000        24,671
o   Pacificare Health Systems, Inc.                  329,300        23,689
    Pharmacia & Upjohn, Inc.                         389,000        22,100
o   Immunex Corp.                                    164,600        20,976
    Baxter International, Inc.                       335,000        20,309
o   Genzyme Corp.                                    405,000        19,642
    American Home Products Corp.                     280,000        16,100
o   Boston Scientific Corp.                          284,700        12,509
    Aetna Inc.                                       122,700        10,974
    Bergen Brunswig Corp. Class A                    590,000        10,177
o   Gilead Sciences, Inc.                            180,000         9,405
o   AmeriSource Health Corp.                         348,400         8,884
    United Healthcare Corp.                          106,400         6,663

                                       11

<PAGE>
- --------------------------------------------------------------------------------
                                                                     MARKET
                                                                     VALUE*
   MORGAN GROWTH FUND                                 SHARES          (000)
- --------------------------------------------------------------------------------
o   Covance, Inc.                                    260,300      $  6,231
o   Amgen, Inc.                                      100,200         6,100
    Merck & Co., Inc.                                 82,300         6,090
o   Millennium
      Pharmaceuticals, Inc.                          158,400         5,702
o   Human Genome Sciences, Inc.                      140,000         5,530
o   MedImmune Inc.                                    74,700         5,061
    Columbia/HCA Healthcare Corp.                    214,200         4,886
    Bristol-Myers Squibb Co.                          66,400         4,677
    Pfizer, Inc.                                      39,200         4,302
    Omnicare, Inc.                                   307,500         3,882
    Alpharma, Inc. Class A                           109,100         3,880
    C.R. Bard, Inc.                                   74,600         3,567
    Mallinckrodt, Inc.                                96,200         3,499
    Mylan Laboratories, Inc.                         127,100         3,368
o   Express Scripts                                   52,600         3,166
o   Genset ADR                                       175,000         2,734
o   Sybron International Corp.                        73,400         2,023
o   Tenet Healthcare Corp.                            69,500         1,290
o   Trigon Healthcare, Inc.                           32,900         1,197
    Schering-Plough Corp.                             13,700           726
o   First Health Group Corp.                          17,300           373
o   Triad Hospitals, Inc.                             14,315           193
o   LifePoint Hospitals, Inc.                         14,315           192
                                                                   -------
                                                                   438,068
                                                                   -------

INTEGRATED OILS (0.5%)
    USX-Marathon Group                               314,100        10,228
    Phillips Petroleum Co.                            74,300         3,738
    Mobil Corp.                                       31,600         3,128
    Exxon Corp.                                       22,000         1,697
                                                                    ------
                                                                    18,791
                                                                    ------

OTHER ENERGY (1.0%)
    Halliburton Co.                                  300,000        13,575
    Transocean Offshore, Inc.                        475,000        12,469
    Enron Corp.                                      142,700        11,666
    Ashland, Inc.                                     66,400         2,664
    Sunoco, Inc.                                      51,200         1,546
                                                                    ------
                                                                    41,920
                                                                    ------

MATERIALS & PROCESSING (2.7%)
    Engelhard Corp.                                  962,900        21,786
    Louisiana-Pacific Corp.                          841,600        19,988
    Air Products & Chemicals, Inc.                   475,000        19,119
    Owens Corning                                    319,200        10,972
    Sherwin-Williams Co.                             354,800         9,846
    Dow Chemical Co.                                  71,200         9,034
    Lafarge Corp.                                    179,800         6,372
    Archer-Daniels-Midland Co.                       331,400         5,116
    RPM Inc. (Ohio)                                  262,725         3,727
    Fluor Corp.                                       91,100         3,690
    USG Corp.                                         48,100         2,694
    The Timber Co.                                    52,300         1,321
    Homestake Mining Co.                             138,900         1,137
    Georgia Pacific Group                              8,400           398
                                                                   -------
                                                                   115,200
                                                                   -------

PRODUCER DURABLES (5.0%)
o   Lexmark International Group,
      Inc. Class A                                   622,000        41,091
    United Technologies Corp.                        350,502        25,127
    Koninklijke (Royal) Philips
      Electronics NV                                 184,000        18,561


- --------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                                      SHARES         (000)
- --------------------------------------------------------------------------------
    Centex Corp.                                     453,100     $  17,020
    Nokia Corp. A ADR                                170,000        15,566
    Ingersoll-Rand Co.                               234,450        15,151
o   American Tower Corp. Class A                     500,000        12,000
o   LAM Research Corp.                               223,200        10,421
o   Alcatel SA ADR                                   300,000         8,512
o   Crown Castle International Corp.                 400,000         8,325
o   Applied Materials, Inc.                          107,200         7,919
    Kaufman & Broad Home Corp.                       204,800         5,094
    Caterpillar, Inc.                                 72,200         4,332
o   RF Micro Devices, Inc.                            50,100         3,739
o   Andrew Corp.                                     181,851         3,444
    Herman Miller, Inc.                              108,500         2,278
o   Uniphase Corp.                                    11,500         1,909
o   Gulfstream Aerospace Corp.                        25,900         1,750
    Pulte Corp.                                       71,200         1,642
    The BFGoodrich Co.                                36,000         1,530
o   Dionex Corp.                                      26,977         1,093
    Molex, Inc.                                       22,000           814
o   Esterline Technologies Corp.                      18,600           267
                                                                   -------
                                                                   207,585
                                                                   -------

TECHNOLOGY (18.5%)
o   Microsoft Corp.                                  874,100        78,833
    Lucent Technologies, Inc.                      1,028,600        69,366
o   Cisco Systems, Inc.                              955,100        61,425
    Texas Instruments, Inc.                          326,500        47,343
o   General Instrument Corp.                         880,900        37,438
    Intel Corp.                                      540,300        32,148
    Corning, Inc.                                    420,000        29,453
    Motorola, Inc.                                   295,000        27,951
o   Analog Devices, Inc.                             530,000        26,599
o   BMC Software, Inc.                               455,000        24,570
o   ADC Telecommunications, Inc.                     508,000        23,146
o   NCR Corp.                                        446,200        21,780
o   Rational Software Corp.                          657,200        21,647
o   Tech Data Corp.                                  550,200        21,045
o   Sterling Software, Inc.                          712,100        19,004
o   QUALCOMM, Inc.                                   125,000        17,938
o   Adaptec, Inc.                                    497,600        17,571
o   Apple Computer, Inc.                             370,700        17,168
o   Ceridian Corp.                                   490,000        16,017
o   Computer Sciences Corp.                          225,000        15,567
o   Unisys Corp.                                     367,900        14,325
    International Business
      Machines Corp.                                  92,600        11,969
o   Flextronics International Ltd.                   175,000         9,713
o   Solectron Corp.                                  138,800         9,256
o   Comverse Technology, Inc.                        118,200         8,924
    Hewlett-Packard Co.                               70,600         7,095
    STMicroelectronics NV                            100,000         6,937
o   Oracle Corp.                                     177,650         6,595
o   Seagate Technology Inc.                          239,100         6,127
o   Xilinx, Inc.                                     106,700         6,109
    Computer Associates
      International, Inc.                            110,800         6,094
    EG&G, Inc.                                       169,100         6,024
    Adobe Systems, Inc.                               56,800         4,666
o   Symantec Corp.                                   170,300         4,343
o   General Motors Corp. Class H                      75,000         4,219
o   Synopsys, Inc.                                    72,900         4,023


                                       12

<PAGE>

- --------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                                      SHARES         (000)
- --------------------------------------------------------------------------------
o   The SABRE Group Holdings, Inc.                    57,600      $  3,960
o   American Management
      Systems, Inc.                                  122,100         3,915
    Electronic Data Systems Corp.                     51,300         2,902
    Harris Corp.                                      70,900         2,778
o   Infoseek Corp.                                    50,000         2,397
o   Gateway, Inc.                                     38,900         2,295
o   Sun Microsystems, Inc.                            29,000         1,997
o   EMC Corp.                                         35,000         1,925
o   Micron Technology, Inc.                           34,500         1,391
o   Arrow Electronics, Inc.                           57,800         1,098
o   Parametric Technology Corp.                       66,000           916
o   Adtran, Inc.                                      15,000           546
o   Dell Computer Corp.                               11,700           433
o   Actel Corp.                                       28,800           425
o   Electronics for Imaging, Inc.                      6,000           308
    Innovex, Inc.                                     19,000           266
o   QLogic Corp.                                       1,500           198
o   Computer Horizons Corp.                           12,600           174
                                                                   -------
                                                                   770,352
                                                                   -------

UTILITIES (8.0%)
    Vodafone AirTouch PLC ADR                        427,500        84,217
o   MCI WorldCom, Inc.                               660,100        56,810
    Comcast Corp. Class A Special                  1,248,900        48,005
o   Intermedia
      Communications Inc.                            725,600        21,768
    Reliant Energy, Inc.                             520,732        14,385
o   COLT Telecom Group PLC                           680,800        14,284
o   NTL Inc.                                         121,200        10,446
    AT&T Corp.                                       185,057        10,328
    Sempra Energy                                    401,000         9,073
o   Western Wireless Corp. Class A                   328,600         8,872
o   MediaOne Group, Inc.                             108,400         8,062
    Swisscom AG ADR                                  155,000         5,948
    Bell Atlantic Corp.                               87,400         5,714
    BellSouth Corp.                                  112,200         5,259
o   McLeodUSA, Inc. Class A                           95,000         5,225
o   United International Holdings,
      Inc. Class A                                    75,000         5,072
o   United Pan-Europe
      Communications NV                               55,000         3,039
    Public Service Enterprise
      Group, Inc.                                     70,500         2,882
    ALLTEL Corp.                                      39,900         2,853
    Northern States Power Co.                        100,700         2,436
    Sprint Corp.                                      43,000         2,271
    CenturyTel, Inc.                                  50,850         2,021
    DTE Energy Co.                                    49,000         1,960
    Ameritech Corp.                                   12,900           948
    Edison International                              32,200           861
    GPU, Inc.                                         15,800           667
    Southern Co.                                      24,600           652
                                                                   -------
                                                                   334,058
                                                                   -------

OTHER (4.5%)
    Tyco International Ltd.                          593,304        56,216
    General Electric Co.                             275,300        31,109
    Johnson Controls, Inc.                           323,700        22,436
    Illinois Tool Works, Inc.                        230,000        18,860
    Crane Co.                                        408,100        12,830
    Monsanto Co.                                     290,000        11,437
    Teleflex Inc.                                    139,100         6,042


- ------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                                      SHARES         (000)
- ------------------------------------------------------------------------------
    Norsk Hydro AS ADR                               155,300     $   5,940
    AlliedSignal Inc.                                 79,400         5,002
    Brunswick Corp.                                  170,700         4,758
    Minnesota Mining &
      Manufacturing Co.                               49,300         4,286
    Raytheon Co. Class B                              57,100         4,018
    Ogden Corp.                                      130,000         3,502
o   Berkshire Hathaway Class A                            37         2,549
    Raytheon Co. Class A                               1,957           135
o   Berkshire Hathaway Inc. Class B                       22            49
                                                                   -------
                                                                   189,169
                                                                   -------
- ------------------------------------------------------------------------------
TOTAL COMMON STOCKS
    (Cost $2,640,484)                                            3,876,672
- ------------------------------------------------------------------------------
                                                        FACE
                                                      AMOUNT
                                                       (000)
- ------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (7.2%)(1)
- ------------------------------------------------------------------------------
FEDERAL HOME LOAN
    MORTGAGE CORP.
(2) 4.77%, 7/28/1999                              $    4,000         3,984
FEDERAL NATIONAL MORTGAGE ASSN.
(2) 4.75%, 7/22/1999                                   7,000         6,979
U.S. TREASURY BILL
(2) 4.53%, 8/5/1999                                      700           697
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
    Obligations in a Pooled
    Cash Account
    4.87% 7/1/1999                                   269,697       269,697
    4.96%, 7/1/1999--Note F                           18,661        18,661
- ------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
    (COST $300,022)                                                300,018
- ------------------------------------------------------------------------------
TOTAL INVESTMENTS (100.2%)
    (COST $2,940,506)                                            4,176,690
- ------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.2%)
- ------------------------------------------------------------------------------
Other Assets--Note C                                                30,563
Liabilities--Note F                                                (38,718)
                                                                   --------
                                                                    (8,155)
- ------------------------------------------------------------------------------
NET ASSETS (100%)
- ------------------------------------------------------------------------------
Applicable to 190,588,103 outstanding
    $.001 par value shares of beneficial
    interest (unlimited authorization)                         $4,168,535
==============================================================================
NET  ASSET  VALUE  PER  SHARE                                      $21.87
==============================================================================
*See  Note A in  Notes  to  Financial Statements.
oNon-Income-Producing Security.
(1)The fund invests a portion of its cash reserve in equity markets  through the
    use of index futures contracts.  After giving effect to futures investments,
    the fund's  effective  common stock and temporary cash investment  positions
    represent 98.3% and 1.9%,  respectively,  of net assets. See Note E in Notes
    to Financial Statements.
(2)Securities with an aggregate value of $11,660,000 have been segregated as
   initial margin for open futures contracts.
ADR--American Depositary Receipt.
REIT--Real Estate Investment Trust.

                                       13

<PAGE>
- ------------------------------------------------------------------------------
                                                        AMOUNT             PER
MORGAN GROWTH FUND                                       (000)           SHARE
- ------------------------------------------------------------------------------
AT JUNE 30, 1999, NET ASSETS CONSISTED OF:
- ------------------------------------------------------------------------------
Paid in Capital                                     $2,577,191          $13.51
Undistributed Net
    Investment Income                                   13,033             .07
Accumulated Net
    Realized Gains                                     333,517            1.75
Unrealized Appreciation--
    Note E
    Investment Securities                            1,236,184            6.49
    Futures Contracts                                    8,610             .05
- ------------------------------------------------------------------------------
NET ASSETS                                          $4,168,535          $21.87
================================================================================


                                       14
<PAGE>

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

- ------------------------------------------------------------------------------
                                                         MORGAN GROWTH FUND
                                             SIX MONTHS ENDED JUNE 30, 1999
                                                                      (000)
- ------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
     Dividends                                                     $16,084
     Interest                                                        5,869
     Security Lending                                                  211
                                                                    ------
         Total Income                                               22,164
                                                                    ------
EXPENSES
     Investment Advisory Fees--Note B
         Basic Fee                                                   2,084
         Performance Adjustment                                         90
     The Vanguard Group--Note C
         Management and Administrative                               5,806
         Marketing and Distribution                                    278
     Custodian Fees                                                     51
     Auditing Fees                                                       5
     Shareholders' Reports                                              63
     Trustees' Fees and Expenses                                         3
                                                                    ------
         Total Expenses                                              8,380
         Expenses Paid Indirectly--Note C                             (239)
                                                                    ------
         Net Expenses                                                8,141
- ------------------------------------------------------------------------------
NET INVESTMENT INCOME                                               14,023
- ------------------------------------------------------------------------------
REALIZED NET GAIN
     Investment Securities Sold                                    328,102
     Futures Contracts                                              13,143
- ------------------------------------------------------------------------------
REALIZED NET GAIN                                                  341,245
- ------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
     Investment Securities                                         160,042
     Futures Contracts                                               1,836
- ------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                   161,878
- ------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS              $517,146
==============================================================================

                                       15

<PAGE>

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

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------
                                                                                MORGAN GROWTH FUND
                                                                           ----------------------------
                                                                           SIX MONTHS              YEAR
                                                                                ENDED             ENDED
                                                                        JUN. 30, 1999     DEC. 31, 1998
<S>                                                                             <C>                <C>
                                                                                (000)              (000)
- --------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
    Net Investment Income                                                    $14,023            $29,623
    Realized Net Gain                                                        341,245            286,705

    Change in Unrealized Appreciation (Depreciation)                         161,878            329,112
                                                                          ------------------------------
       Net Increase in Net Assets Resulting from Operations                  517,146            645,440
                                                                          ------------------------------
DISTRIBUTIONS
    Net Investment Income                                                         --           (30,730)

    Realized Capital Gain                                                   (109,269)          (240,911)
                                                                          ------------------------------
       Total Distributions                                                  (109,269)          (271,641)
                                                                          ------------------------------
CAPITAL SHARE TRANSACTIONS1
    Issued                                                                   372,504            622,565
    Issued in Lieu of Cash Distributions                                     105,030            260,711
    Redeemed                                                                (272,049)          (497,205)
                                                                          ------------------------------
       Net Increase from Capital Share Transactions                          205,485            386,071
- --------------------------------------------------------------------------------------------------------
    Total Increase                                                           613,362            759,870
- --------------------------------------------------------------------------------------------------------
NET ASSETS
    Beginning of Period                                                    3,555,173          2,795,303
                                                                          ------------------------------
    End of Period                                                         $4,168,535         $3,555,173
========================================================================================================
1Shares Issued (Redeemed)
    Issued                                                                    18,277             33,834
    Issued in Lieu of Cash Distributions                                       5,329             13,960
    Redeemed                                                                 (13,341)           (26,859)
                                                                          ------------------------------
       Net Increase in Shares Outstanding                                     10,265             20,935
========================================================================================================
</TABLE>

                                       16
<PAGE>

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

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------
                                                                                   MORGAN GROWTH FUND
                                                                                YEAR ENDED DECEMBER 31,
FOR A SHARE OUTSTANDING                       SIX MONTHS ENDED   -------------------------------------------------
THROUGHOUT EACH PERIOD                           JUNE 30, 1999      1998      1997       1996        1995     1994
- ------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>        <C>       <C>        <C>         <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $19.72    $17.54    $15.63     $14.09      $11.36   $12.01
- ------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                   .07       .18      .160        .14         .15      .14
   Net Realized and Unrealized Gain (Loss)
     on Investments                                       2.68      3.61     4.435       3.07        3.89    (.34)
                                                          --------------------------------------------------------
     Total from Investment Operations                     2.75      3.79     4.595       3.21        4.04    (.20)
                                                          --------------------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income                     --     (.18)    (.160)      (.14)       (.15)    (.14)
   Distributions from Realized Capital Gains             (.60)    (1.43)   (2.525)     (1.53)      (1.16)    (.31)
                                                          --------------------------------------------------------
     Total Distributions                                 (.60)    (1.61)   (2.685)     (1.67)      (1.31)    (.45)
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $21.87    $19.72    $17.54     $15.63      $14.09   $11.36
==================================================================================================================
TOTAL RETURN                                            14.28%    22.26%    30.81%     23.30%      35.98%   -1.67%
==================================================================================================================
RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Period (Millions)                 $4,169    $3,555    $2,795     $2,054      $1,471   $1,075
   Ratio of Total Expenses to
     Average Net Assets                                 0.44%*     0.44%     0.48%      0.51%       0.49%    0.50%
   Ratio of Net Investment Income to
     Average Net Assets                                 0.74%*     0.96%     0.93%      0.97%       1.10%    1.15%
   Portfolio Turnover Rate                                73%*       81%       76%        73%         76%      84%
==================================================================================================================
*Annualized.
</TABLE>
                                       17

<PAGE>
NOTES TO FINANCIAL STATEMENTS
Vanguard  Morgan Growth Fund is registered  under the Investment  Company Act of
1940 as a diversified open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles  for mutual  funds.  The fund  consistently  follows such
policies in preparing its financial statements.
         1.  SECURITY  VALUATION:  Equity  securities  are  valued at the latest
quoted  sales  prices as of the close of trading on the New York Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades.  Temporary cash investments acquired over 60 days to maturity are valued
using the latest bid prices or using  valuations based on a matrix system (which
considers such factors as security  prices,  yields,  maturities,  and ratings),
both  as  furnished  by  independent  pricing  services.  Other  temporary  cash
investments  are valued at amortized  cost,  which  approximates  market  value.
Securities for which market  quotations are not readily  available are valued by
methods deemed by the Board of Trustees to represent fair value.
         2. FEDERAL  INCOME TAXES:  The fund intends to continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.
         3. REPURCHASE  AGREEMENTS:  The fund,  along with other members of The
Vanguard  Group,  transfers  uninvested  cash balances to a Pooled Cash Account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.
         4. FUTURES  CONTRACTS:  The fund uses S&P 500 and S&P Midcap 400 Index
futures  contracts to a limited extent,  with the objective of maintaining  full
exposure to the stock market while maintaining liquidity.  The fund may purchase
or sell futures  contracts to achieve a desired level of investment,  whether to
accommodate  portfolio  turnover or cash flows from capital share  transactions.
The primary  risks  associated  with the use of futures  contracts are imperfect
correlation  between changes in market values of stocks held by the fund and the
prices of futures contracts, and the possibility of an illiquid market.
         Futures  contracts are valued at their quoted daily settlement  prices.
The  aggregate  principal  amounts  of the  contracts  are not  recorded  in the
financial statements. Fluctuations in the value of the contracts are recorded in
the  Statement  of Net Assets as an asset  (liability)  and in the  Statement of
Operations as  unrealized  appreciation  (depreciation)  until the contracts are
closed, when they are recorded as realized futures gains (losses).
         5. DISTRIBUTIONS:  Distributions  to shareholders  are recorded on the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.
         6. OTHER: Dividend income is recorded on the ex-dividend date. Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Wellington  Management Company,  llp and Franklin Portfolio  Associates,  LLC
provide  investment  advisory  services  to the fund for fees  calculated  at an
annual  percentage  rate of  average  net  assets.  The basic fee is  subject to
quarterly  adjustments  based on  performance  for the  preceding  three  years,
relative to an index of the equity  holdings of the largest  growth stock mutual
funds.
         The Vanguard Group provides  investment  advisory services to a portion
of the  fund on an  at-cost  basis;  the fund  paid  Vanguard  advisory  fees of
$258,000 for the six months ended June 30, 1999.

                                       18

<PAGE>
         For the six months ended June 30, 1999, the advisory fee represented an
effective  annual basic rate of 0.11% of the fund's average net assets before an
increase of $90,000 based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  Board of  Trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At June 30,  1999,  the fund had  contributed  capital of $609,000 to
Vanguard (included in Other Assets), representing 0.01% of the fund's net assets
and 0.9% of Vanguard's capitalization. The fund's Trustees and officers are also
Directors and officers of Vanguard.
         Vanguard  has asked the fund's  investment  advisers to direct  certain
security trades,  subject to obtaining the best price and execution,  to brokers
who have agreed to rebate to the fund part of the  commissions  generated.  Such
rebates  are used  solely to reduce the  fund's  management  and  administrative
expenses. For the six months ended June 30, 1999, these arrangements reduced the
fund's expenses by $239,000 (an annual rate of 0.01% of average net assets).

D. During the six months ended June 30, 1999, the fund purchased  $1,298,521,000
of investment securities and sold $1,311,037,000 of investment securities, other
than temporary cash investments.

E. At June 30, 1999, net unrealized  appreciation  of investment  securities for
financial   reporting  and  federal  income  tax  purposes  was  $1,236,184,000,
consisting of unrealized gains of $1,296,973,000 on securities that had risen in
value since their purchase and  $60,789,000  in unrealized  losses on securities
that had fallen in value since their purchase.
         At June 30,  1999,  the  aggregate  settlement  value  of open  futures
contracts  expiring in September  1999 and the related  unrealized  appreciation
were:

- --------------------------------------------------------------------------------
                                                            (000)
                                                 -------------------------------
                                                 AGGREGATE
                               NUMBER OF        SETTLEMENT        UNREALIZED
FUTURES CONTRACTS           LONG CONTRACTS         VALUE        APPRECIATION
- --------------------------------------------------------------------------------
S&P 500                              430          $148,533            $6,265
S&P Midcap 400                       338            70,870             2,345
- --------------------------------------------------------------------------------

F. The market value of  securities on loan to  broker/dealers  at June 30, 1999,
was  $21,121,000,  for which the fund held cash collateral of $21,950,000.  Cash
collateral received is invested in repurchase agreements.

                                       19
<PAGE>

NOTICE TO SHAREHOLDERS ABOUT Y2K
As is well known by now,  the  approaching  calendar  change to 2000 has posed a
challenge to many computer  systems  worldwide.  Computers that are not modified
could   interpret   "00"  as  1900  rather  than  2000  and  produce  errors  in
date-dependent  calculations,  including  bond  interest  payments,  stock trade
settlements, retirement benefits, and other financial transactions.

OUR APPROACH
Vanguard  has taken this  challenge  seriously.  We have had a Year 2000 Project
under way since 1996 to fulfill our  responsibility  to  safeguard  our business
relationships and the security of our investors' accounts.
         Our internal systems are Year 2000-compliant.  They have been renovated
and  thoroughly  tested and are ready for the date  change.  As for the external
systems  that  connect  with ours,  we have been  working  for many  months with
clients,  business  partners,  and  providers of products and services to assess
their  compliance.  We have  analyzed the external  services we require and have
developed contingency plans--including provision for alternative providers where
appropriate.
         On New Year's Day, our telephone  centers will be staffed and ready for
shareholder  calls.  However,  we expect  the volume of  inquiries  over the New
Year's weekend to be high, and we encourage shareholders to check their accounts
via our website or automated telephone systems, which offer much greater service
capacity and efficiency. This will also help our live representatives to provide
a  higher  level  of  service  to  those  with  specific  transaction  or  other
service-related needs.

WHAT YOU CAN DO
We assure you we will protect our shareholders' records, so account records will
not  be  lost.  Nevertheless,  keeping  copies  of  current  records  is  always
advisable.  You  should  keep at  least  your  third-quarter  statement  and any
confirmations you receive from us between October 1, 1999, and year-end.
         If you are a registered user of Access Vanguard(TM) (www.vanguard.com),
you can retrieve this information through the secure "Your Accounts" section and
print copies for your files.  If you are not registered for Access  Vanguard and
wish to have this  flexibility,  you should register as soon as possible so that
you can receive your password and become  familiar with this service  before the
New Year's weekend.  Likewise,  you may need personal  identification numbers to
use our automated  telephone services:  Vanguard  Tele-Account(R) for individual
investors  (1-800-662-6273)  and  The  VOICE(TM)  Network  for  participants  in
employer-sponsored retirement plans (1-800-523-1188).
         Our Year 2000 Project's primary goal from the start has been to prepare
our systems for  business as usual on behalf of our  shareholders  into 2000 and
beyond.  We remain  confident  we will meet that  goal,  and we look  forward to
serving you in the years to come.

                                       20

<PAGE>

                             TRUSTEES AND OFFICERS
JOHN C. BOGLE
Founder, Senior Chairman of the Board, and
Director/Trustee of The Vanguard Group, Inc.,
and each of the investment companies in The
Vanguard Group.

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

JOANN HEFFERNAN HEISEN
Vice President, Chief Information Officer, and a
member of the Executive Committee of Johnson &
Johnson; Director of Johnson & JohnsonoMerck
Consumer Pharmaceuticals Co., Women First
HealthCare, Inc., Recording for the Blind and
Dyslexic, The Medical Center at Princeton, and
Women's Research and Education Institute.

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

BURTON G. MALKIEL
Chemical Bank Chairman's Professor of
Economics, Princeton University; Director of
Prudential Insurance Co. of America, Banco Bilbao
Gestinova, Baker Fentress & Co., The Jeffrey Co.,
and Southern New England Telecommunications Co.

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

JOHN C. SAWHILL
President and Chief Executive Officer of The Nature
Conservancy; formerly, Director and Senior Partner of
McKinsey & Co. and President of New York University;
Director of Pacific Gas and Electric Co., Procter &
Gamble Co., NACCO Industries, and Newfield
Exploration Co.

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

J. LAWRENCE WILSON
Chairman and Chief Executive Officer of Rohm & Haas
Co.; Director of Cummins Engine Co. and The Mead
Corp.; Trustee of Vanderbilt University.

                              OTHER FUND OFFICERS

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

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

                            OTHER VANGUARD OFFICERS

R. GREGORY BARTON
Managing Director, Legal Department.

ROBERT A. DISTEFANO
Managing Director, Information Technology.

JAMES H. GATELY
Managing Director, Individual Investor Group.

KATHLEEN C. GUBANICH
Managing Director, Human Resources.

IAN A. MACKINNON
Managing Director, Fixed Income Group.

F. WILLIAM MCNABB, III
Managing Director, Institutional Investor Group.

MICHAEL S. MILLER
Managing Director, Planning and Development.

RALPH K. PACKARD
Managing Director and Chief Financial Officer.

GEORGE U. SAUTER
Managing Director, Core Management Group.

  "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. Frank Russell Company is
    the owner of trademarks and copyrights relating to the Russell Indexes.
   "Wilshire 4500" and "Wilshire 5000" are trademarks of Wilshire Associates.

<PAGE>
                                    VANGUARD
                                   MILESTONES

                                    [PHOTO]

                             The Vanguard Group is
                            named for HMS Vanguard,
                       Admiral Horatio Nelson's flagship
                          at the Battle of the Nile on
                          August 1, 1798. Our founder,
                         John C. Bogle, chose the name
                        after reading Nelson's inspiring
                      tribute to his fleet: "Nothing could
                          withstand the squadron . . .
                       with the judgment of the captains,
                      together with their valour, and that
                        of the officers and men of every
                 description, it was absolutely irresistible."

                                    [PHOTO]

                          Walter L. Morgan, founder of
                         Wellington Fund, the nation's
                        oldest balanced mutual fund
                         and forerunner of today's family
                          of some 100 Vanguard funds,
                        celebrated his 100th birthday on
                           July 23, 1998. Mr. Morgan,
                        a true investment pioneer, died
                        six weeks later on September 2.

                                    [PHOTO]

                                Wellington Fund,
                        The Vanguard Group's oldest fund,
                          was incorporated by Mr.Morgan
                       70 years ago, on December 28, 1928.
                            The fund was named after
                             the Duke of Wellington,
                whose forces defeated Napoleon Bonaparte at the
                          Battle of Waterloo in 1815.


[SHIP LOGO]

Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

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

Q262-08/17/1999

(C) 1999 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.



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