VANGUARD/PRIMECAP FUND INC
N-30D, 2000-08-17
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Vanguard(R) PRIMECAP Fund
June 30, 2000

SEMIANNUAL

[GRAPHIC]
[A MEMBER OF THE VANGUARD GROUP(R) LOGO]

<PAGE>

HAVE THE PRINCIPLES OF INVESTING CHANGED?
     In a world of frenetic  change in business,  technology,  and the financial
markets,  it is natural to wonder whether the basic principles of investing have
changed.
     We don't think so.
     The most  successful  investors  over the coming  decade  will be those who
began the new century with a fundamental  understanding  of risk and who had the
discipline to stick with long-term investment programs.
     Certainly,  investors  today  confront a challenging,  even  unprecedented,
environment.  Valuations of market  indexes are at or near historic  highs.  The
strength and duration of the bull market in U.S.  stocks have inflated  people's
expectations  and  diminished  their  recognition  of the market's  considerable
risks. And the incredible  divergence in stock returns--many  technology-related
stocks  gained  100% or more in 1999,  yet prices fell for more than half of all
stocks--has made some investors question the idea of diversification.
     And then there is the  Internet.  Undeniably,  it is a powerful  medium for
communications and transacting business.  For investors,  the Internet is a vast
source  of  information  about  investments,  and  online  trading  has  made it
inexpensive and convenient to trade stocks and invest in mutual funds.
     However,  new tools do not guarantee good  workmanship.  Information is not
the same as wisdom.  Indeed,  much of the information,  opinion,  and rumor that
swirl  about  financial  markets  each day  amounts  to  "noise"  of no  lasting
significance.  And the fact  that  rapid-fire  trading  is easy does not make it
beneficial.   Frequent  trading  is  almost  always  counterpro-ductive  because
costs--even at low commission rates--and taxes detract from the returns that the
markets  provide.  Sadly,  many  investors jump into a "hot" mutual fund just in
time to see it  cool  off.  Meanwhile,  long-term  fund  investors  are  hurt by
speculative  trading  activity  because they bear part of the costs  involved in
accommodating purchases and redemptions.
     Vanguard  believes that  intelligent  investors  should  resist  short-term
thinking and focus instead on a few time-tested principles:
     * Invest for the long term.  Pursuing your  long-term  investment  goals is
more like a marathon than a sprint.
     * Diversify  your  investments  with  holdings in stocks,  bonds,  and cash
investments.  Remember that, at any moment, some part of a diversified portfolio
will lag other  parts,  and be wary of taking on more risk by "piling  onto" the
best-performing  part of your holdings.  Today's leader could well be tomorrow's
laggard.
     * Step back from the daily  frenzy of the  markets;  focus on your  overall
asset allocation.
     * Capture as much of the market's  return as possible by  minimizing  costs
and taxes.  Costs and taxes  diminish  long-term  returns while doing nothing to
reduce the risks you incur as an investor.

CONTENTS
REPORT FROM THE CHAIRMAN    1       FUND PROFILE                8
THE MARKETS IN PERSPECTIVE  4       PERFORMANCE SUMMARY        10
REPORT FROM THE ADVISER     6       FINANCIAL STATEMENTS       11

All  comparative  mutual fund data are from Lipper  Inc. or  Morningstar,  Inc.,
unless  otherwise  noted.   "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  5000(R)" and "Wilshire 4500" are trademarks of
Wilshire Associates Incorporated.

<PAGE>
1

REPORT FROM THE CHAIRMAN
[PHOTO]
John J. Brennan

Vanguard PRIMECAP Fund earned a 16.3% return during the first half of 2000. This
was a terrific  result for a six-month  interval,  and  especially so given that
this was a volatile and difficult period for the overall stock market.
     As the table at right shows,  the fund's  return  trounced the 2.5% average
return achieved by the average multi-capitalization core fund, the peer group in
which fund analysts  Lipper Inc.  place  PRIMECAP  Fund. Our result was also far
ahead of the Russell  1000  Growth  Index,  a  benchmark  for large- and mid-cap
growth  companies,  and the broad stock market, as measured by the Wilshire 5000
Total Market Index.
     The fund's  return is based on an  increase  in net asset value from $62.07
per share on December  31, 1999,  to $71.27 per share on June 30,  2000,  and is
adjusted  for a March  distribution  of $0.98 per share  paid from net  realized
capital gains.

------------------------------------------------------------------
                                                   TOTAL RETURNS
                                                 SIX MONTHS ENDED
                                                  JUNE 30, 2000
------------------------------------------------------------------
Vanguard PRIMECAP Fund                                16.3%
------------------------------------------------------------------
Average Multi-Cap Core Fund*                           2.5%
------------------------------------------------------------------
Wilshire 5000 Index                                   -0.7%
------------------------------------------------------------------
Russell 1000 Growth Index                              4.2%
------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

THE PERIOD IN REVIEW
The first half of 2000 was a tumultuous  time in the  financial  markets,  which
were buffeted by a complex set of crosscurrents.  The domestic economy continued
to grow at a strong pace--the production of goods and services during the second
quarter of 2000 was about 6% higher  than in the same  period  last  year,  even
after adjusting for inflation.  Unemployment remained low, hovering around 4% of
the workforce.  Elsewhere in the world,  growth was picking up from more subdued
levels.
     Robust economic growth is generally good for corporate  earnings and, thus,
for stocks.  But  investors  and  economic  policymakers  have  worried that the
combination of rapid economic growth and low unemployment  would trigger sharply
higher wages and inflation.  The Federal Reserve Board, in an effort to slow the
economy's  momentum and forestall an inflationary  outburst,  continued to raise
short-term  interest rates during the half-year.  The Fed boosted its target for
the federal funds rate three times by a total of 1.0 percentage point (100 basis
points).  In all,  the Fed has raised its target rate by 175 basis points in the
past 12 months.
     For most of the first  quarter of 2000,  a  continuing  boom in  technology
stocks kept the market  averages  rising,  despite the threat of higher interest
rates. But during the second quarter,  tech stocks in particular cooled off. The
market may have reacted to evidence that the ideal  combination  of rapid growth
and low  inflation  was coming to an end.  If the Fed  succeeds  in slowing  the
economy,  corporate  earnings  growth might slow,  too.  And if earnings  growth
slowed, some investors reasoned,  technology and telecommunications stocks would
have a tough time maintaining their lofty  price/earnings  multiples.  The split
between the two  quarters  was  evident in the  results  for the  tech-dominated
Nasdaq  Composite  Index,  which  rose  12.7%  in the  first  quarter,  only  to
slide-14.7% in the second. End result? A -3.9% return for the half-year.

<PAGE>
2

     The overall stock market, as measured by the Wilshire 5000 Index,  posted a
-0.7% return for the six months.  The small-cap  Russell 2000 Index gained 3.0%,
outpacing  the  large-cap  Standard & Poor's 500 Index,  which posted a negative
return of -0.4%.  Leadership  within the market during the period  switched back
and forth between growth  stocks--those  whose prices reflect high  expectations
for future  profitability--and  value  stocks,  whose low prices in  relation to
earnings,  book value, and dividends  reflect lower  expectations by the market.
Growth  stocks were in front early on, but value stocks  performed  best in late
March and April. Growth issues bounced back in June,  however,  and for the full
six months,  growth  generally  outpaced value.  For example,  the growth stocks
within the Russell 1000 Index  (comprising the 1,000 largest U.S. stocks) earned
4.2%, while the value stocks declined by an equal amount.
     The Fed's efforts  succeeded in pushing up short-term  interest rates:  The
yield of 3-month  U.S.  Treasury  bills  climbed 52 basis  points (from 5.33% to
5.85%)  during the  half-year.  But after rising  early in the year,  yields for
longer-term  Treasuries began to fall after the Treasury announced that it would
use rising  federal  budget  surpluses to buy back billions of dollars' worth of
long-term bonds. A shrinking supply of long-term  Treasuries caused their prices
to rise and their yields to fall. By June 30, the 30-year  Treasury bond's yield
had  fallen  58 basis  points,  from  6.48% to  5.90%.  Yields  on  high-quality
corporate  bonds were flat to slightly  higher.  But for  low-quality  corporate
("junk") bonds, prices fell and yields rose as investors worried about increased
defaults.

PERFORMANCE OVERVIEW
Vanguard PRIMECAP Fund posted a 19.5% gain during the first three months of 2000
and avoided the worst of the downdraft that occurred  during the second quarter,
when it fell  -2.7%.  We salute the skill of our  adviser,  PRIMECAP  Management
Company,  for the  excellent  half-year  return  of  16.3%.  This was  nearly 14
percentage  points higher than the 2.5% return  posted by the average  multi-cap
core  fund and was  some 12  points  above  the 4.2%  return  for our  unmanaged
benchmark, the Russell 1000 Growth Index.
     The fund's outstanding  results relative to its comparative  standards were
due primarily to excellent  stock  selection,  especially  within the technology
sector.  PRIMECAP Fund's tech holdings--which  accounted for about 40% of assets
during the  half-year--earned  a return of nearly 33%, more than seven times the
4.6% return for tech stocks within the S&P 500 Index.  Another  sector where the
fund's  holdings far outpaced those in the index was the consumer  discretionary
group (including  retailers,  entertainment  companies,  and publishing  firms).
PRIMECAP's  stocks  within  this group  eked out a gain of nearly 2%,  which was
notable  because the sector's  return was -15.9%  within the S&P 500 Index.  The
fund's  large  stake  in the auto &  transportation  sector  hurt  its  relative
performance,  since this group within the index  returned  about -12% during the
half-year.
     Long-term shareholders in PRIMECAP Fund know that its past success has been
based on the  willingness  of our adviser to make large  commitments to industry
sectors and companies that appear to have promising  long-term futures. It often
takes time for these  positions  to work out,  so  shareholders  should  bring a
long-term  orientation  to the fund and a willingness  to ride out  considerable
volatility--on the downside as well as on the upside.

IN SUMMARY
During  the  first  half  of 2000  we  witnessed  very  sharp  day-to-day  price
fluctuations,  significant  swings in investor  sentiment,  and sudden shifts in
market  leadership.  All of

<PAGE>
3

this  volatility,  squeezed  into a mere six months,  underscored  the fact that
unpredictability is par for the course in financial markets. The timing, extent,
and duration of such episodes are  impossible to foretell  with  precision,  but
investors  must be  willing  to endure  them to reap the  long-term  rewards  of
investing.
     At Vanguard,  we reiterate our long-standing  recommendation for navigating
stormy seas toward long-term  financial goals.  First, create an investment plan
with a balance of stock funds, bond funds, and money market funds suited to your
time horizon,  investment  objectives,  and  tolerance for market  fluctuations.
Then, once you have such a diversified  plan in place,  stick with it. Avoid the
impulse  to alter it based on  short-term  events--whether  those be  unsettling
turbulence in the market or glittery returns from some particular  corner of the
market. "Stay the course" is timeless investment wisdom.

/S/ John J. Brennan
John J. Brennan
Chairman and Chief Executive Officer

July 12, 2000

IN MEMORY
It is with  great  sadness  that I  report  the  death  of John C.  Sawhill,  an
independent  trustee of the fund and a member of The Vanguard  Group's  board of
directors  since 1991.  John, an economist who was president and chief executive
officer  of The  Nature  Conservancy,  died on May 18 at age 63. He was a senior
lecturer at the Harvard  Business School and had formerly served as president of
New York  University  and as deputy  secretary of the U.S.  Department of Energy
under President Jimmy Carter.  John was a remarkable man who was full of energy,
vigor,  and life. His experience and wisdom added a great deal to Vanguard,  and
his death is a blow to everyone  who knew and loved him.  Though  John's work on
behalf of our funds was often  carried on behind the scenes,  he was a dedicated
advocate for the best interests of our shareholders. He will be missed.


<PAGE>
4

THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED JUNE 30, 2000

The  perpetual  tug-of-war in the  financial  markets ended in a near  stalemate
during the first  half of 2000,  despite  lots of  back-and-forth  movement.  On
average,  neither  stock nor bond  prices  ended the  period far from where they
began it. However,  bonds,  thanks to their superior income,  outpaced stocks in
total return.
     Economic  signals were  conflicting.  Growth continued at a rapid pace, and
corporate  profits  rose  smartly.  On the other hand,  stock prices as the year
began already  reflected  high levels of optimism,  and the market  administered
severe punishment to companies that failed to live up to earnings  expectations.
Also weighing on the market were concerns that the economy's  vigor at a time of
low  unemployment  would  inevitably  push labor costs and other prices  higher.
Indeed,  higher  costs for oil and natural gas pushed  broad gauges of inflation
higher (the Consumer Price Index gained 2.4% for the six months and 3.7% for the
twelve months ended June 30). Yet core inflation, which excludes energy and food
items, registered a moderate 2.4% gain during the 12 months ended June 30.
     The  Federal  Reserve  Board  raised  short-term  interest  rates  by  0.25
percentage  point in February  and again in March,  before  adding a  half-point
boost  in  May.  These  steps,  which  followed  three  quarter-percentage-point
increases  in  1999,  took  the  Fed's  target  for  short-term  rates  to 6.5%.
Thereafter,  signs of a slowing in economic activity cropped up, although it was
not certain that the Fed was done trying to throttle down the economic engine.

--------------------------------------------------------------------------------
                                                    TOTAL RETURNS
                                              PERIODS ENDED JUNE 30, 2000
                                      ------------------------------------------
                                       6 MONTHS         1 YEAR          5 YEARS*
--------------------------------------------------------------------------------
STOCKS
S&P 500 Index                           -0.4%             7.2%             23.8%
Russell 2000 Index                       3.0             14.3              14.3
Wilshire 5000 Index                     -0.7             10.0              22.6
MSCI EAFE Index                         -4.0             17.4              11.6
--------------------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index              4.0%             4.6%              6.3%
Lehman 10 Year Municipal Bond Index      4.0              4.5               6.0
Salomon Smith Barney 3-Month
   U.S. Treasury Bill Index              2.8              5.3               5.2
--------------------------------------------------------------------------------
OTHER
Consumer Price Index                     2.4%             3.7%              2.5%
--------------------------------------------------------------------------------
*Annualized.

U.S. STOCK MARKETS
Stock prices were quite  volatile  during the  half-year,  and large  day-to-day
price  fluctuations  in market  averages were  commonplace.  There also were two
swift  shifts in market  leadership.  The year began with a  continuance  in the
rapid rise for the "TMT" stocks  (technology,  media,  telecommunications)  that
were the market's darlings during 1999.  Through  mid-March,  the surge in these
"new economy"  groups left "old  economy"  stocks far behind.  For example,  the
Nasdaq Composite Index, which is dominated by tech-related stocks,  gained 15.6%
and the Russell 1000 Value Index fell -10.4% during January and February. But in
mid-March,  value  stocks took charge and TMT stocks  slumped.  The Russell 1000
Value Index returned 12.1% while the Nasdaq  plummeted to a -27.4% return in the
March-May period. But June brought another  flip-flop:  The value index declined
-4.6%, while the Nasdaq rebounded with a 14.5% return.

<PAGE>
5

     When the half-year was over, most broad market indexes had modest declines.
The all-market Wilshire 5000 Index returned -0.7%, the  large-capitalization S&P
500 Index slipped  -0.4%,  and the Nasdaq fell -3.9%.  Small- and mid-cap stocks
did better:  The small-cap  Russell 2000 Index gained 3.0% and the Wilshire 4500
Completion  Index,  comprising  virtually all the U.S. stocks outside of the S&P
500, eked out a 0.3% return.

U.S. BOND MARKETS
The Federal  Reserve  most  directly  influences  interest  rates of  short-term
securities.  The Fed  pushed  up its  target  federal  funds  rate  (charged  on
overnight  loans  between  banks) by 1 percentage  point to 6.5%.  But yields of
3-month U.S.  Treasury bills rose only half as far (0.52 percentage point, or 52
basis  points to 5.85%).  And yields  actually  declined on  long-term  Treasury
securities,  whose  prices  rose.  Big federal  budget  surpluses  are causing a
shrinking  supply of Treasury bonds.  The 10-year  Treasury note's yield fell 41
basis  points  to 6.03% as of June 30,  and the  yield of the  30-year  Treasury
declined 58 basis points--from 6.48% to 5.90%--during the half-year.
     The  upshot  was an  unusual  "inversion"  in the yield  curve.  Instead of
sloping  upward--with  yields  increasing  along with the  maturity  of Treasury
securities--the  curve descended.  The 5.90% yield of 30-year Treasuries on June
30 was 49 basis points below the 6.39% yield on 3-year Treasury notes.
     Corporate bonds did not perform as well as Treasuries for two main reasons:
a record level of new offerings and investors' concern that credit quality might
be  declining.  The  rise  in  yields  (and  fall  in  prices)  was  slight  for
higher-quality  corporate  bonds but more severe for  high-yield  "junk"  bonds.
Investors grew wary of riskier bonds due to an increase in defaults.  The Lehman
High  Yield Bond  Index saw a price  decline  of -5.7%  during the first half of
2000, more than offsetting its six-month  income of 4.5%.  Tax-exempt  municipal
bonds  generally  outperformed  corporates  but did  not do as well as  Treasury
securities. The overall taxable bond market, as measured by the Lehman Aggregate
Bond  Index,  returned  4.0%,  as a price gain of 0.4%  augmented  a 3.6% income
return.

INTERNATIONAL STOCK MARKETS
International  stock markets were generally  unprofitable for U.S. investors due
to lack-luster  local market  performances and a stronger U.S. dollar during the
half-year.   Although   economic  growth  in  most  of  Europe  appeared  to  be
strengthening, stocks were hurt by continued economic weakness in Japan and from
expectations of higher interest rates. On the other hand,  European stock prices
got some support from an increase in corporate takeovers.
     In local currencies,  European stocks posted a 1.7% return in the aggregate
and stocks from the Pacific region recorded a modest decline of -2.6%.  However,
the dollar's strength diminished those results for U.S. investors,  for whom the
Morgan Stanley Capital  International (MSCI) Europe Index returned -3.0% and the
MSCI Pacific Free Index returned -5.9%. The MSCI Europe,  Australasia,  Far East
(EAFE) Index of  developed  foreign  markets  registered a -4.0% return for U.S.
investors.
     The Select Emerging Markets Free Index fell -9.6% in U.S.  dollars,  having
declined  -3.5% in local  currencies.  The  index was hit by  weakness  in South
Africa (-15%) and several emerging Asian markets,  including  Indonesia  (-44%),
Thailand (-36%),  and the Philippines  (-36%).  The biggest gains among emerging
markets were in Israel (+27%) and Venezuela (+19%).

<PAGE>
6

REPORT FROM THE ADVISER

Vanguard PRIMECAP Fund produced a total return of 16.3% during the first half of
2000. This significantly outpaced both the -0.4% return of the unmanaged S&P 500
Index and the 2.5% gain posted by the average  multi-cap  core fund.  As was the
case in 1999, the fund's  excellent  first-half  results stemmed  primarily from
outstanding stock selection within the technology and producer durables sectors.
Overweighting these two sectors also favorably contributed to performance.
     The   fund's    holdings   in   the   technology    and    technology-laden
producer-durables  sectors paced the results once again,  appreciating 32.8% and
20.5%,  respectively.  About half of the fund's assets are invested in these two
groups. Our selections performed  substantially better than these sectors in the
indexes, which produced returns of 4.6% and 10.5%,  respectively.  Semiconductor
stocks,  to  which  the  fund  has a  major  commitment,  turned  out  to be the
best-performing  group within technology during the period. As of June 30, about
40% of the fund's technology investments resided in five semiconductor companies
that experienced significant six-month gains: Micron Technology (125.4%), Xilinx
(81.6%),  Intel  (62.5%),  LSI Logic  (60.4%),  and Texas  Instruments  (42.3%).
Outside of the  semiconductor  group,  the stocks of Coherent and Adobe  Systems
turned in  particularly  noteworthy  performances.  Coherent,  a manufacturer of
lasers and precision optics systems serving the scientific  research  community,
soared  213.6%.   Adobe  Systems,   the  leading  provider  of  graphic  design,
publishing, and imaging software for Web and print production, rose 93.4%.
     After  technology  and  producer   durables,   the  fund's  largest  sector
commitments  remain  transportation  and health care. Our results in these areas
were mixed. The fund's transportation  holdings performed marginally better than
the index  sector's-11.6%  return,  but hurt our  results  nonetheless.  Despite
generally  strong   operations,   airlines  and  trucking  companies  saw  their
profitability depressed by surging fuel prices.
     Our  experience in health care during the  half-year was the  antithesis of
our  experience  in  transportation.  Although the 20.5% gain in our health care
holdings  modestly  lagged the 23.4% gain  enjoyed by health  care stocks in the
index, the fund certainly  benefited from our decision to overweight the sector.
Recently,  we have increased our exposure among major pharmaceutical  companies,
including Pharmacia and Novartis AG.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The fund reflects a belief that  superior  long-term  investment  results can be
achieved by selecting stocks with prices lower than the fundamental value of the
underlying  companies,  based on the  investment  adviser's  assessment  of such
factors  as  their   industry   positions,   growth   potential,   and  expected
profitability.
--------------------------------------------------------------------------------

     Although both the fundamentals of the technology  sector and our commitment
to it remain strong,  high  valuations  have led us to reduce our positions in a
number of technology holdings. On the other hand, we have introduced a number of
new names and added

<PAGE>
7

to   positions   in   the   transportation,    materials   &   processing,   and
consumer-discretionary sectors. Performance in these sectors has been relatively
poor for some time, and valuations appear considerably  depressed.  In our view,
these sectors represent a fertile area for increased investment.

Howard B. Schow                                             Theo A. Kolokotrones
Portfolio Manager                                           Portfolio Manager

                                    Joel P. Fried
                                    Portfolio Manager

PRIMECAP Management Company

July 12, 2000

<PAGE>
8


FUND PROFILE
PRIMECAP FUND

This Profile  provides a snapshot of the fund's  characteristics  as of June 30,
2000,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 9.

PORTFOLIO CHARACTERISTICS
-----------------------------------------------
                      PRIMECAP          S&P 500
-----------------------------------------------
Number of Stocks           117              500
Median Market Cap       $27.7B           $94.9B
Price/Earnings Ratio     27.9x            28.7x
Price/Book Ratio          4.0x             5.2x
Yield                     0.8%             1.1%
Return on Equity         18.6%            24.5%
Earnings Growth Rate     14.2%            17.3%
Foreign Holdings          7.9%             1.2%
Turnover Rate             12%*               --
Expense Ratio           0.48%*               --
Cash Investments         11.7%               --

*Annualized.

INVESTMENT FOCUS
-----------------------------------------------
STYLE - GROWTH
MARKET CAP - LARGE

VOLATILITY MEASURES
-----------------------------------------------
                      PRIMECAP          S&P 500
-----------------------------------------------
R-Squared                 0.63             1.00
Beta                      0.92             1.00


TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
-----------------------------------------------
Micron Technology, Inc.                    7.1%
Texas Instruments, Inc.                    6.0
Pharmacia Corp.                            5.8
Adobe Systems, Inc.                        5.6
Intel Corp.                                3.3
LM Ericsson Telephone Co. ADR Class B      3.2
General Motors Corp. Class H               2.9
Nortel Networks Corp.                      2.7
FedEx Corp.                                2.5
Delta Air Lines, Inc.                      2.4
-----------------------------------------------
Top Ten                                   41.5%


SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
----------------------------------------------------------------------
                               JUNE 30, 1999       JUNE 30, 2000
                              ----------------------------------------
                                PRIMECAP         PRIMECAP    S&P 500
                              ----------------------------------------
Auto & Transportation ......     18.4%            10.7%       1.6%
Consumer Discretionary .....      7.1              5.7       11.8
Consumer Staples ...........      0.4              0.0        5.7
Financial Services .........      2.4              2.3       13.4
Health Care ................     12.7             13.6       11.7
Integrated Oils ............      0.0              0.0        4.5
Other Energy ...............      2.6              1.9        1.8
Materials & Processing .....      4.8              2.4        2.2
Producer Durables ..........     13.1              6.9        2.9
Technology .................     36.5             49.9       29.9
Utilities ..................      0.5              0.9        8.6
Other ......................      1.5              5.7        5.9
----------------------------------------------------------------------

<PAGE>
9

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  INVESTMENTS.  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 35%.) 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 period.  Funds 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.

<PAGE>
10

PERFORMANCE SUMMARY
PRIMECAP 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.  An  investor's  shares,  when
redeemed, could be worth more or less than their original cost.

TOTAL INVESTMENT RETURNS: NOVEMBER 1, 1984-JUNE 30, 2000
--------------------------------------------------------
                PRIMECAP FUND        S&P 500
FISCAL   CAPITAL   INCOME    TOTAL    TOTAL
YEAR      RETURN   RETURN   RETURN   RETURN
---------------------------------------------------------
1984        4.9%     0.0%     4.9%     0.6%
1985       35.6      0.2     35.8     31.8
1986       21.8      1.7     23.5     18.7
1987       -3.2      0.9     -2.3      5.3
1988       13.7      1.0     14.7     16.6
1989       20.2      1.4     21.6     31.7
1990       -3.8      1.0     -2.8     -3.1
1991       31.8      1.3     33.1     30.5
1992        8.2      0.8      9.0      7.6
----------------------------------------------------------

                PRIMECAP FUND        S&P 500
FISCAL   CAPITAL   INCOME    TOTAL    TOTAL
YEAR     RETURN    RETURN   RETURN   RETURN
----------------------------------------------------------
1993       17.6%     0.4%    18.0%    10.1%
1994       10.7      0.7     11.4      1.3
1995       34.4      1.1     35.5     37.6
1996       17.5      0.8     18.3     23.0
1997       36.1      0.7     36.8     33.4
1998       24.5      0.9     25.4     28.6
1999       40.7      0.6     41.3     21.0
2000*      16.3      0.0     16.3     -0.4
----------------------------------------------------------
*Six months ended June 30, 2000.
See  Financial  Highlights  table  on page 16 for  dividend  and  capital  gains
information for the past five years.


AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
                                                              10 YEARS
                   INCEPTION                         ---------------------------
                     DATE          1 YEAR   5 YEARS   CAPITAL   INCOME     TOTAL
--------------------------------------------------------------------------------
PRIMECAP Fund     11/1/1984        39.52%    29.27%    21.85%    0.84%    22.69%
--------------------------------------------------------------------------------

<PAGE>
11

FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED)

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*
PRIMECAP FUND                                          SHARES           (000)
--------------------------------------------------------------------------------
COMMON STOCKS (88.3%)
--------------------------------------------------------------------------------
AUTO & TRANSPORTATION (9.4%)
*(1) FedEx Corp.                                   15,146,000     $   575,548
 (1) Delta Air Lines, Inc.                         11,190,800         565,835
*(1) AMR Corp.                                     13,477,800         356,319
     Southwest Airlines Co.                        13,058,250         247,291
*    General Motors Corp.                           2,632,364         152,842
     UAL Corp.                                      2,300,000         133,831
*(1) Alaska Air Group, Inc.                         2,540,000          68,898
 (1) Airborne Freight Corp.                         3,400,000          64,387
     Fleetwood Enterprises, Inc.                    1,238,100          17,643
     Arvin Industries, Inc.                         1,000,000          17,375
                                                                  -----------
                                                                    2,199,969
                                                                  -----------
CONSUMER DISCRETIONARY (5.0%)
*(1) Robert Half International, Inc.               10,400,000         296,400
 (1) Harcourt General, Inc.                         4,332,200         235,563
         News Corp. Ltd. Pfd. ADR                   2,250,000         106,875
*(1) The Neiman Marcus Group, Inc.
     Class A                                        3,140,600          92,844
     TJX Cos., Inc.                                 4,767,400          89,389
*    Costco Wholesale Corp.                         2,000,000          66,000
     Manpower Inc.                                  1,829,400          58,541
*    Fox Entertainment Group, Inc. Class A          1,500,000          45,562
 (1) The McClatchy Co. Class A                      1,000,000          33,125
*(1) The Neiman Marcus Group, Inc. Class B          1,124,511          31,205
     Lowe's Cos., Inc.                                753,000          30,920
     Target Corp.                                     360,000          20,880
     NIKE, Inc. Class B                               466,000          18,553
     Dillard's Inc.                                 1,241,500          15,208
     Block Drug Co. Class A                           286,443          12,120
     Tiffany & Co.                                    131,000           8,843
*    AutoZone Inc.                                    300,000           6,600
*    GC Cos.                                          200,000           4,475
     The Gap, Inc.                                    108,750           3,398
     Mattel, Inc.                                     250,000           3,297
                                                                  -----------
                                                                    1,179,798
                                                                  -----------
FINANCIAL SERVICES (2.0%)
     Bank One Corp.                                 3,049,300          80,997
     Wells Fargo Co.                                2,000,000          77,500
     The CIT Group, Inc.                            4,000,000          65,000
     Torchmark Corp.                                2,600,000          64,188
     The Chubb Corp.                                  800,000          49,200
     Transatlantic Holdings, Inc.                     562,500          47,109
     Jefferson-Pilot Corp.                            800,000          45,150
     St. Paul Cos., Inc.                            1,100,000          37,538
                                                                  -----------
                                                                      466,682
                                                                  -----------
HEALTH CARE (12.0%)
     Pharmacia Corp.                               26,211,981       1,354,832
*    Guidant Corp.                                  9,410,264         465,808
     Johnson & Johnson                              2,000,000         203,750
     Medtronic, Inc.                                3,465,000         172,600
     Novartis AG ADR                                3,800,000         152,000
     Biomet, Inc.                                   4,190,000         161,053
*    PE Corp.-Celera Genomics Group                 1,160,000         108,460
     Eli Lilly & Co.                                  666,640          66,581
*    Boston Scientific Corp.                        2,210,000          48,482
*    Amgen, Inc.                                      442,000          31,050
*    BioChem Pharma Inc.                              780,200          19,212
*    Genentech, Inc.                                   54,368           9,351
*    Biogen, Inc.                                      13,600             877
                                                                  -----------
                                                                    2,794,056
                                                                  -----------
<PAGE>
12

------------------------------------------------------------------------------
                                                                       MARKET
                                                                       VALUE*
PRIMECAP FUND                                          SHARES           (000)
------------------------------------------------------------------------------
ENERGY (1.7%)
     Union Pacific Resources Group, Inc.            8,600,000      $  189,200
     Noble Affiliates, Inc.                         2,400,000          89,400
 (1) Pogo Producing Co.                             2,800,000          61,950
     Schlumberger Ltd.                                420,500          31,380
     Burlington Resources, Inc.                       475,100          18,172
     Enron Corp.                                       40,000           2,580
                                                                  ------------
                                                                      392,682
                                                                  ------------
MATERIALS & PROCESSING (2.1%)
     Potash Corp. of Saskatchewan, Inc.             2,400,000         132,450
     Sigma-Aldrich Corp.                            3,100,000          90,675
     Engelhard Corp.                                5,200,000          88,725
     Temple-Inland Inc.                             1,300,000          54,600
 (1) Granite Construction Co.                       2,100,000          51,450
     OM Group, Inc.                                 1,036,400          45,602
 (1) MacDermid, Inc.                                1,701,000          39,974
                                                                  ------------
                                                                      503,476
                                                                  ------------

PRODUCER DURABLES (6.1%)
 (1) Tektronix, Inc.                                3,400,000         251,600
 (1) Millipore Corp.                                2,820,000         212,558
     Caterpillar, Inc.                              5,770,000         195,459
*(1) Plantronics, Inc.                              1,608,000         185,724
*    Agilent Technologies, Inc.                     1,678,160         123,764
     Pitney Bowes, Inc.                             2,400,000          96,000
*    Lexmark International Group, Inc. Class A      1,400,000          94,150
     Deere & Co.                                    2,448,500          90,594
     Nokia Corp. ADR                                1,232,000          61,523
*    Dionex Corp.                                   1,020,000          27,285
     Kennametal, Inc.                               1,260,000          27,011
     Donaldson Co., Inc.                            1,080,000          21,330
     Pall Corp.                                       750,000          13,875
     Molex, Inc.                                      244,140          11,749
     Molex, Inc. Class A                              244,140           8,545
                                                                  ------------
                                                                    1,421,167
                                                                  ------------

TECHNOLOGY (44.1%)
     COMMUNICATIONS TECHNOLOGY (11.4%)
     LM Ericsson Telephone Co. ADR Class B         37,486,981         749,740
 (1) General Motors Corp. Class H                   7,624,031         669,009
     Nortel Networks Corp.                          9,249,200         631,258
     Motorola, Inc.                                16,295,550         473,589
*    Tellabs, Inc.                                  2,000,000         136,875

     COMPUTER SERVICES, SOFTWARE & SYSTEM (7.1%)
 (1) Adobe Systems, Inc.                           10,130,000       1,316,900
 (1) Sabre Holdings Corp.                          11,904,428         339,276

     COMPUTER TECHNOLOGY (3.1%)
     Hewlett-Packard Co.                            4,400,000         549,450
     Compaq Computer Corp.                          6,500,000         166,156
*(1) Evans & Sutherland Computer Corp.                840,000           5,355

     ELECTRONICS (2.4%)
     Sony Corp. ADR                                 5,847,400         551,483

     ELECTRONICS--SEMICONDUCTORS/COMPONENTS (17.4%)
*    Micron Technology, Inc.                       18,937,000       1,667,640
     Texas Instruments, Inc.                       20,514,000       1,409,055
     Intel Corp.                                    5,750,000         768,703
*    Xilinx, Inc.                                   1,600,000         132,100
*    LSI Logic Corp.                                1,400,000          75,775

     ELECTRONICS--TECHNOLOGY (1.4%)
     Symbol Technologies, Inc.                      3,447,700         186,176
*(1) Coherent, Inc.                                 1,800,000         150,975

SCIENTIFIC EQUIPMENT & SUPPLIES (1.3%)
     PE Corp.-PE Biosystems Group                   4,600,000         303,025
                                                                  ------------
                                                                   10,282,540
                                                                  ------------
UTILITIES (0.8%)
     Sprint Corp.                                   2,600,000         132,600
*    Global Crossing Ltd.                           1,650,000          43,416
                                                                   -----------
                                                                      176,016
                                                                  ------------
OTHER (5.1%)
     The Seagram Co. Ltd.                           3,100,000         179,800
     Miscellaneous (4.3%)                                           1,006,471
                                                                  ------------
                                                                    1,186,271
                                                                  ------------
------------------------------------------------------------------------------
TOTAL COMMON STOCKS
       (COST $10,262,853)                                          20,602,657
------------------------------------------------------------------------------
                                                         FACE
                                                       AMOUNT
                                                        (000)
------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT (11.9%)
------------------------------------------------------------------------------
REPURCHASE AGREEMENT
Collateralized by U.S. Government
       Obligations in a Pooled
       Cash Account
       6.71%, 7/3/2000
       (COST $2,786,696)                           $2,786,696       2,786,696
------------------------------------------------------------------------------
TOTAL INVESTMENTS (100.2%)
       (COST $13,049,549)                                          23,389,353
-----------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.2%)
-----------------------------------------------------------------------------
Other Assets--Note C                                                   83,429
Liabilities                                                          (134,373)
                                                                  ------------
                                                                      (50,944)
------------------------------------------------------------------------------
NET ASSETS (100%)
------------------------------------------------------------------------------
Applicable to 327,472,875 outstanding
       $.001 par value shares of beneficial
       interest (unlimited authorization)                         $23,338,409
==============================================================================

NET ASSET VALUE PER SHARE                                              $71.27
==============================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
(1)Considered  an  affiliated  company  as the fund  owns  more than 5% of the
   outstanding  voting  securities of such company.  The total market value of
   investments in affiliated companies was $5,604,895,000.
ADR--American Depositary Receipt.

<PAGE>
13

------------------------------------------------------------------------------
                                                         AMOUNT           PER
                                                          (000)         SHARE
------------------------------------------------------------------------------
AT JUNE 30, 2000, NET ASSETS CONSISTED OF:
------------------------------------------------------------------------------
Paid in Capital                                     $12,264,954        $37.46
Undistributed Net
    Investment Income                                    86,252           .26
Accumulated Net
    Realized Gains                                      647,399          1.98
Unrealized Appreciation--
    Note F                                           10,339,804         31.57
------------------------------------------------------------------------------
NET ASSETS                                          $23,338,409        $71.27
==============================================================================

<PAGE>
14

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.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                                            PRIMECAP FUND
                                                           SIX MONTHS ENDED JUNE 30, 2000
                                                                                    (000)
-----------------------------------------------------------------------------------------
<S>                                                                           <C>

INVESTMENT INCOME
INCOME
         Dividends*                                                            $   64,991
         Interest                                                                  74,836
         Security Lending                                                           3,368
                                                                              -----------
                  Total Income                                                    143,195
                                                                              -----------
EXPENSES
         Investment Advisory Fees--Note B                                          19,399
         The Vanguard Group--Note C
                  Management and Administrative                                    30,563
                  Marketing and Distribution                                        1,190
         Custodian Fees                                                                12
         Auditing Fees                                                                  7
         Shareholders' Reports                                                        179
         Trustees' Fees and Expenses                                                   12
                                                                              -----------
                  Total Expenses                                                   51,362
                  Expenses Paid Indirectly--Note D                                 (1,223)
                                                                              -----------
                  Net Expenses                                                     50,139
-----------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                              93,056
-----------------------------------------------------------------------------------------
REALIZED NET GAIN ON INVESTMENT SECURITIES SOLD*                                  650,648
-----------------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)OF INVESTMENT SECURITIES        2,340,605
-----------------------------------------------------------------------------------------
NET  INCREASE  IN NET ASSETS  RESULTING  FROM  OPERATIONS                      $3,084,309
=========================================================================================
*Dividend   income  and  realized  net  loss  from  affiliated   companies  were
$16,966,000 and $1,610,000, respectively.
</TABLE>

<PAGE>
15

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>
-------------------------------------------------------------------------------------------------
                                                                         PRIMECAP FUND
                                                               ----------------------------------
                                                                   SIX MONTHS                YEAR
                                                                        ENDED               ENDED
                                                                JUN. 30, 2000       DEC. 31, 1999
                                                                        (000)               (000)
-------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
<S>                                                                 <C>                  <C>
     Net Investment Income                                        $    93,056        $    68,663
     Realized Net Gain                                                650,648          1,384,850
     Change in Unrealized Appreciation (Depreciation)               2,340,605          3,525,163
                                                               ----------------------------------
           Net Increase in Net Assets Resulting from Operations     3,084,309          4,978,676
                                                               ----------------------------------
DISTRIBUTIONS
         Net Investment Income                                             --            (72,408)
         Realized Capital Gain                                      (306,482)         (1,230,786)
                                                               ----------------------------------
                  Total Distributions                               (306,482)         (1,303,194)
                                                               ----------------------------------
CAPITAL SHARE TRANSACTIONS1
         Issued                                                     3,926,826          3,367,477
         Issued in Lieu of Cash Distributions                         299,064          1,274,413
         Redeemed                                                  (1,577,172)        (1,615,394)
                                                               ----------------------------------
                  Net Increase from Capital Share Transactions      2,648,718          3,026,496
-------------------------------------------------------------------------------------------------
         Total Increase                                             5,426,545          6,701,978
-------------------------------------------------------------------------------------------------
NET ASSETS
         Beginning of Period                                       17,911,864         11,209,886
         End of Period                                            $23,338,409        $17,911,864
=================================================================================================
1Shares Issued (Redeemed)
         Issued                                                        58,047             61,046
         Issued in Lieu of Cash Distributions                           3,993             21,809
         Redeemed                                                     (23,139)           (29,493)
                                                               ----------------------------------
                  Net Increase in Shares Outstanding                   38,901             53,362
=================================================================================================
</TABLE>

<PAGE>
16

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>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               PRIMECAP FUND
                                                                                          YEAR ENDED DECEMBER 31,
                                                                               -----------------------------------------------------
FOR A SHARE OUTSTANDING                                     SIX MONTHS ENDED
THROUGHOUT EACH PERIOD                                         JUNE 30, 2000        1999      1998        1997      1996       1995
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>      <C>           <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $62.07      $47.66    $39.56      $30.08      $26.23   $19.98
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
         Net Investment Income                                           .28         .26       .34         .21         .19      .22
         Net Realized and Unrealized Gain (Loss)
                  on Investments                                        9.90       19.07      9.63       10.77        4.59     6.84
                                                                     ---------------------------------------------------------------
                  Total from Investment Operations                     10.18       19.33      9.97       10.98        4.78     7.06
                                                                     ---------------------------------------------------------------
DISTRIBUTIONS
         Dividends from Net Investment Income                             --        (.27)     (.35)       (.20)       (.20)    (.22)
         Distributions from Realized Capital Gains                      (.98)      (4.65)    (1.52)      (1.30)       (.73)    (.59)
                                                                     ---------------------------------------------------------------
                  Total Distributions                                   (.98)      (4.92)    (1.87)      (1.50)       (.93)    (.81)
------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $71.27      $62.07    $47.66      $39.56      $30.08   $26.23
====================================================================================================================================
TOTAL RETURN                                                          16.33%      41.34%    25.44%      36.79%      18.31%   35.48%
====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
         Net Assets, End of Period (Millions)                        $23,338     $17,912   $11,210      $8,186      $4,204   $3,237
         Ratio of Total Expenses to
                  Average Net Assets                                  0.48%*       0.51%     0.51%       0.51%       0.59%    0.58%
         Ratio of Net Investment Income to
                  Average Net Assets                                  0.87%*       0.50%     0.78%       0.69%       0.69%    0.99%
         Portfolio Turnover Rate                                        12%*         19%       13%         13%         10%       7%
====================================================================================================================================
*Annualized.
</TABLE>

<PAGE>
17

NOTES TO FINANCIAL STATEMENTS
Vanguard PRIMECAP 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  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.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend date.
     5. 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. PRIMECAP Management Company provides investment advisory services to the fund
for a fee calculated at an annual percentage rate of average net assets. For the
six months ended June 30, 2000, the advisory fee represented an effective annual
rate of 0.18% of the fund's average net assets.

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, 2000, the fund had  contributed  capital of $4,356,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 4.4% of Vanguard's capitalization. The fund's trustees and officers are also
directors and officers of Vanguard.

D. The fund has asked its investment  adviser 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.  The fund's
custodian  bank has also agreed to reduce its fees when the fund  maintains cash
on deposit in the non-interest-bearing custody account. For the six months ended
June 30, 2000, directed brokerage and custodian fee offset arrangements  reduced
expenses by $1,218,000  and $5,000,  respectively.  The total expense  reduction
represented an effective annual rate of 0.01% of the fund's average net assets.

E. During the six months ended June 30, 2000, the fund purchased  $3,041,663,000
of investment securities and sold $1,099,179,000 of investment securities, other
than temporary cash investments.

<PAGE>
18

F. At June 30, 2000, net unrealized  appreciation  of investment  securities for
financial  reporting  and  federal  income  tax  purposes  was  $10,339,804,000,
consisting of unrealized gains of  $10,967,877,000  on securities that had risen
in  value  since  their  purchase  and  $628,073,000  in  unrealized  losses  on
securities that had fallen in value since their purchase.

<PAGE>
19

THE  VANGUARD(R)  FAMILY OF FUNDS

STOCK FUNDS
--------------------------------------------------------------------------------
500 Index Fund
Aggressive  Growth Fund
Calvert  Social  Index(TM)  Fund*
Capital  Opportunity  Fund
Convertible Securities Fund
Developed  Markets Index Fund
Emerging Markets Stock Index Fund*
Energy Fund
Equity  Income Fund
European  Stock Index Fund*
Explorer(TM)Fund
Extended  Market  Index Fund*
Global  Equity Fund Gold and Precious  Metals Fund
Growth and Income Fund Growth
Equity Fund Growth  Index Fund*
Health Care Fund
Institutional Developed   Markets
 Index  Fund
Institutional Index  Fund*
International Growth  Fund
International Value  Fund
Mid-Cap  Index  Fund*
Morgan(TM) Growth Fund Pacific Stock Index Fund*
PRIMECAP Fund
REIT Index Fund
Selected Value Fund Small-Cap Growth Index Fund*
Small-Cap Index Fund*
Small-Cap Value Index Fund*
Tax-Managed Capital
 Appreciation Fund*
Tax-Managed Growth and
 Income Fund*
Tax-Managed International Fund*
Tax-Managed  Small-Cap Fund*
Total International  Stock Index Fund
Total Stock Market Index Fund*
U.S. Growth Fund
U.S. Value Fund
Utilities  Income  Fund
Value  Index  Fund*
Windsor(TM)  Fund
Windsor(TM) II Fund

BALANCED FUNDS
--------------------------------------------------------------------------------
Asset Allocation Fund
Balanced Index Fund
Global  Asset Allocation  Fund
LifeStrategy(R)Conservative
 Growth  Fund
LifeStrategy(R) Growth Fund
LifeStrategy(R) Income Fund
LifeStrategy(R) Moderate
 Growth Fund
STAR(TM) Fund
Tax-Managed  Balanced Fund
Wellesley(R) Income Fund
Wellington(TM) Fund

BOND FUNDS
--------------------------------------------------------------------------------
Admiral(TM)Intermediate-Term
 Treasury Fund
Admiral(TM)Long-Term Treasury
 Fund
Admiral(TM)Short-Term Treasury
 Fund
GNMA Fund
High-Yield Corporate Fund
High-Yield Tax-Exempt Fund
Inflation-Protected Securities Fund
Insured Long-Term Tax-Exempt
 Fund
Intermediate-Term Bond
 Index Fund
Intermediate-Term Corporate Fund
Intermediate-Term  Tax-Exempt
 Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Preferred Stock Fund
Short-Term Bond Index  Fund
Short-Term Corporate Fund*
Short-Term Federal Fund
Short-Term Tax-Exempt Fund
Short-Term Treasury Fund
State Tax-Exempt  Bond  Funds
 (California, Florida,
 Massachusetts,  New Jersey,
 New York, Ohio, Pennsylvania)
Total Bond Market Index Fund*

MONEY MARKET FUNDS
--------------------------------------------------------------------------------
Admiral(TM) Treasury Money
 Market Fund
Federal Money Market Fund
Prime Money Market Fund*
State Tax-Exempt Money Market
 Funds (California, New Jersey,
 New York, Ohio, Pennsylvania)
Tax-Exempt Money Market Fund
Treasury Money Market Fund

VARIABLE  ANNUITY PLAN
--------------------------------------------------------------------------------
Balanced  Portfolio
Diversified  Value Portfolio
Equity Income  Portfolio
Equity  Index  Portfolio
Growth  Portfolio  High-Grade  Bond
Portfolio  High Yield  Bond  Portfolio
International  Portfolio
Mid-Cap Index Portfolio
Money Market Portfolio
REIT Index Portfolio
Short-Term Corporate Portfolio
Small Company Growth Portfolio

*Offers Institutional Shares.

For information  about Vanguard funds and our variable  annuity plan,  including
charges and  expenses,  obtain a prospectus  from The Vanguard  Group,  P.O. Box
2600,  Valley Forge, PA 19482-2600.  Read it carefully before you invest or send
money.

<PAGE>

THE PEOPLE WHO GOVERN YOUR FUND

The  trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests  since,  as a shareholder,  you are part owner of
the fund.  Your  fund  trustees  also  serve on the  board of  directors  of The
Vanguard  Group,  which is owned by the  funds  and  exists  solely  to  provide
services to them on an at-cost basis.
     Six of Vanguard's  seven board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
sizable personal investments they have made as private  individuals.  They bring
distinguished  backgrounds  in business,  academia,  and public service to their
task of working with Vanguard officers to establish the policies and oversee the
activities of the funds.
     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  trustees/directors;   and  electing
Vanguard officers.
     The list below provides a brief description of each trustee's  professional
affiliations.  Noted in  parentheses is the year in which the trustee joined the
Vanguard board.

TRUSTEES

JOHN J. BRENNAN, (1987)  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, (1998) Vice President, Chief Information  Officer, and a
member of the  Executive  Committee of Johnson & Johnson;  Director of Johnson &
Johnson*Merck Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K.  MACLAURY, (1990)  President  Emeritus  of The  Brookings  Institution;
Director of  American  Express  Bank Ltd.,  The St. Paul  Companies,  Inc.,  and
National Steel Corp.

BURTON G. MALKIEL, (1977)  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 Select Sector SPDR
Trust.

ALFRED M. RANKIN, JR., (1993) Chairman, President,  Chief Executive Officer, and
Director of NACCO Industries, Inc.; Director of The BFGoodrich Co.

JAMES O. WELCH,  JR., (1971) 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,  (1985)  Retired  Chairman of Rohm & Haas Co.;  Director of
AmeriSource Health Corporation,  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.

VANGUARD MANAGING DIRECTORS
R. Gregory Barton, Legal Department.
Robert A. DiStefano, Information Technology.
James H. Gately, Individual Investor Group.
Kathleen C. Gubanich, Human Resources.
Ian A. MacKinnon, Fixed Income Group.
F. William McNabb, III, Institutional Investor Group.
Michael S. Miller, Planning and Development.
Ralph K. Packard, Chief Financial Officer.
George U. Sauter, Quantitative Equity Group.

<PAGE>

ABOUT OUR COVER
Our cover art,  depicting HMS Vanguard at sea, is a reproduction  of Leading the
Way, a 1984 work created and  copyrighted by noted naval artist Tom Freeman,  of
Forest Hill, Maryland.

[SHIP LOGO]
[THE VANGUARD GROUP (R) 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.

Q592 082000
(C)2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.



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