VANGUARD QUANTITATIVE PORTFOLIOS INC
N-30D, 2000-08-25
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VANGUARD(R) GROWTH AND INCOME FUND

SEMIANNUAL

[PHOTO OF SHIP]

JUNE 30, 2000

[A MEMBER OF
 THE VANGAURD 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:

      o Invest for the long term. Pursuing your  long-term  investment  goals is
more like a marathon than a sprint.

      o 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.

      o Step back from the daily frenzy of the  markets;  focus on your  overall
asset allocation.

      o 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>

REPORT FROM THE CHAIRMAN

During an  especially  volatile six months in the  financial  markets,  Vanguard
Growth and Income  Fund  recorded a  disappointing  -2.0%  return,  lagging  the
results for both its average peer and its unmanaged benchmark index.

[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN

      The adjacent table presents the fund's total return  (capital  change plus
reinvested  dividends)  for the six months ended June 30--the  first half of the
fund's fiscal  year--along with those of the average  large-capitalization  core
mutual fund and the  Standard & Poor's 500 Index,  which is  dominated  by large
companies.
---------------------------------------------------------
                                         TOTAL RETURNS
                                       SIX MONTHS ENDED
                                         JUNE 30, 2000
---------------------------------------------------------
Vanguard Growth and Income Fund               -2.0%
---------------------------------------------------------
Average  Large-Cap  Core  Fund*                1.3%
---------------------------------------------------------
S&P 500 Index                                 -0.4%
---------------------------------------------------------
*Derived from data provided by Lipper Inc.

      Our total return is based on a change in net asset  value from  $37.08 per
share on  December  31,  1999,  to  $35.14  per share on June 30,  2000,  and is
adjusted for a dividend of $0.17 per share paid from net investment income and a
distribution of $1.07 per share paid from net realized capital gains.


THE PERIOD IN REVIEW

The first half of 2000 was a tumultuous  time in 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.

      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  during  the  period  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.

                                       1
<PAGE>

      The overall  U.S. stock  market,  as measured by the  Wilshire  5000 Total
Market Index,  posted a -0.7% return for the six months.  The small-cap  Russell
2000 Index gained 3.0%,  outpacing the  large-cap S&P 500 Index,  which posted a
-0.4% return.  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 low  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,  large-cap  growth stocks outpaced large value stocks.  For example,
the growth stocks  within the S&P 500 Index earned 2.6%,  while the value stocks
fell -4.1%.

      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%.  The yield of the  10-year
Treasury note fell 41 basis points, to 6.03%.  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.  The
Lehman  Aggregate Bond Index,  representing  nearly all of the U.S. taxable bond
market,  returned  4.0%,  consisting  of a price  increase of 0.4% and an income
return of 3.6% for the six months.

PERFORMANCE OVERVIEW

Vanguard Growth and Income Fund's -2.0% return for the half-year trailed that of
its average peer by 3.3  percentage  points and that of the S&P 500 Index by 1.6
percentage  points.  The fund was hurt by its slight tilt toward  value  stocks,
which, as noted, lagged growth stocks during the half-year.

      Some of the same stocks that helped the fund outperform  its benchmarks in
1999 hurt it during the first half of 2000. One example was QUALCOMM,  which was
the fund's  third-largest  holding at the start of the half-year.  The company's
stock soared more than 2,600% in 1999, but it then declined 66% during the first
six  months  of  2000.  The  fund's  investment   adviser,   Franklin  Portfolio
Associates,  sold some of its  QUALCOMM  shares in  January.  Even so,  QUALCOMM
remained a larger  position  in the fund than in the S&P 500  Index.  The fund's
largest sector  commitment was to technology  shares,  with an average weighting
during the half-year of  27.1%--slightly  less than the tech sector's  weighting
within the index.  However,  the index's  holdings in that sector returned about
5%, while the fund's returned -2%.

      The adviser's  stock  picks in other  sectors  fared  better.  The  fund's
holdings in the  consumer-staples,  health care,  producer-durables,  and "other
energy" sectors outpaced returns from those groups in the index.

      The fund's strategy of  maintaining  a risk profile and sector  weightings
similar to those of the S&P 500 Index--yet  investing in stocks that the adviser
believes are undervalued relative to the market--has served it well in the past,
providing an  annualized  return  higher than those of both its average peer and
the index during the full 13 fiscal years of the fund's existence.  Though there
is no guarantee  that the Growth and Income Fund will  outperform in the future,
we are confident that our low costs and the skillful

                                       2
<PAGE>

management  of  the  Franklin Portfolio  Associates  team give us a good shot at
providing returns that are superior to those of similar funds.

      In no small part, the fund's  excellent  long-term  performance is owed to
John J. Nagorniak,  founder of Franklin Portfolio Associates. Mr. Nagorniak, who
retired on June 30,  led the  development  of the  quantitative  models  used in
managing the fund.  These  models will remain in use,  guided by John S. Cone, a
member  of the  Franklin  team  since  1982  and a key  player  in  the  models'
development.  We wish Mr.  Nagorniak  the  best,  and on  behalf  of our  fellow
shareholders in Vanguard Growth and Income Fund, we thank him for the energy and
intellect he brought to his work. Mr. Cone, who is president and chief executive
officer of Franklin, will provide continuity to the fund's management, and we're
confident that he and the Franklin team will continue to serve our  shareholders
well.

IN SUMMARY

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

July 18, 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.

                                       3
<PAGE>

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.

                                       4
<PAGE>

      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%).

                                       5
<PAGE>

REPORT FROM THE ADVISER

We are pleased to report on our  investment  results for the first six months of
2000. The U.S. stock market continued to be a challenging environment for active
investment  managers,  as price  volatility  remained high and style  leadership
uncertain.  The torrid pace of advances in stock prices  slowed during the first
half of this  year--both the S&P 500 Index and the broader market fell slightly.
There have been some reassuring  signs of rational  behavior  recently:  Certain
"new  economy"  stocks  have been  reexamined  with  respect to future  earnings
prospects, or the lack thereof, and the market has reduced these stocks' prices.

      Vanguard  Growth  and  Income Fund has underperformed the S&P 500 Index so
far  in 2000, with  a total return of -2.0% versus -0.4% for the index. However,
for  the 12  months ended June 30, we  are ahead of  the index by 1.5 percentage
points (8.7% versus 7.2%), and for  the three  years  ended June 30, we outpaced
the  index by  an average of 0.7 percentage point per year (20.4% versus 19.7%).
The fund's  negative  performance  so far  this year  resulted  from  poor stock
selection. Some of this shortfall was offset by moderately successful sector and
risk-factor tilts versus the index. For example,  our  holdings on average had a
slightly smaller capitalization than the benchmark average.  This helped because
smaller  stocks generally did  better  than large  ones. Also,  we were somewhat
aided by  being  underweighted  versus  the index in  the  consumer-staples  and
technology  sectors, and correspondingly overweighted in utilities and financial
services.

----------------------------------------------------
      RANK OF VANGUARD GROWTH AND INCOME FUND
             AMONG LARGE VALUE FUNDS
              THROUGH JUNE 30, 20
----------------------------------------------------
Last 6 months                       328th out of 694
Last 1 year                          48th out of 682
Last 3 years                          9th out of 514
Last 5 years                          6th out of 349
Last 10 years                         5th out of 133
----------------------------------------------------
Source: Morningstar, Inc.

      In terms of  individual  holdings, the biggest  positive  contributors  to
performance relative to the index included PepsiCo,  Pfizer (which completed its
acquisition  of  Warner-Lambert),  and Adobe  Systems (an example of the kind of
sell-shovels-to-gold  miners  company  that  survived  the  sell-off in Internet
stocks).  Being  underweighted  in Yahoo!,  which  performed  poorly  during the
half-year,  also helped us. These  successful  positions were offset by holdings
that hurt us, such as  Adaptec,  QUALCOMM (a big winner for the fund last year),
Georgia-Pacific  (an  underperformer  in the laggard paper group),  and WorldCom
(whose stock bounced back recently in  anticipation  of the  termination  of its
proposed merger with Sprint).

      The table above compares the  performance of the Growth and Income Fund to
that of its  peers in the  large  value  funds  category,  as  reported  by fund
analysts Morningstar, Inc.

      We continue  to  manage  the  fund  by  making  a  series  of   analytical
measurements  on a large  universe  of  securities--currently  about  4,000 U.S.
stocks.  Each of the dozens of  measures  we use  focuses on a single  intuitive
characteristic  of attractive  stocks,  with most  measures  falling into one of
three categories:

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The fund reflects a belief that  superior  long-term  investment  results can be
achieved by using quantitative  methods to select stocks that, in the aggregate,
have risk  characteristics  similar to the S&P 500 Index but that are  currently
undervalued by the market.
--------------------------------------------------------------------------------

                                       6
<PAGE>

      o Fundamental momentum:  These measures seek to identify  companies  whose
near-term  business  prospects are relatively  strong.

      o Relative value: These measures quantify the  attractiveness of a stock's
current  price in relation to its own  history,  its peers,  and the market with
respect to such measures as earnings, sales, and book value.

      o Future cash flow: These measures  screen for value by trying to identify
companies with likely favorable patterns of future earnings and  dividend-paying
capability.

      We then use a blend of these various measures to select investments that
we hope  will generate  consistently  positive results over time. Our experience
reinforces  our belief in the  efficacy of picking  stocks  through a structured
approach that uses fundamental investment concepts, applied in a disciplined and
quantitative  way. We also apply a  structured  approach to building  the entire
portfolio.  We construct the Growth and Income Fund so that it broadly resembles
the  S&P  500  Index  in  terms  of   industry   weightings   and   other   risk
characteristics.  But instead of exactly  replicating  the index,  we select the
stocks we feel are most attractive.

      In the first half of 2000,  our  fundamental  momentum  measures  have, in
aggregate,  done the best  job in  discriminating  between  the  stock  market's
winners and losers.  However,  there were sharp swings in effectiveness  between
the  momentum  and value  techniques  during the past six  months.  January  and
February saw a continuation of the hypergrowth,  momentum-driven market of 1999.
Then in March we saw a sharp transition,  and for a time value-oriented measures
performed  best. In June, the momentum  measures  rebounded,  although our value
criteria remained useful. Value investors are, of course, hoping for an extended
period of value dominance, and their time in the sun may be coming soon. We will
continue, however, to use a blend of styles to select stocks, because we believe
this promotes consistency in investment results.

      We  are  long-term  investors  with a  goal of  providing  superior equity
returns over an  extended investment horizon. We believe our record  illustrates
the effectiveness of our  game plan, which  is to seek to  provide above-average
results  in most  periods  and under a  variety  of  equity  market  conditions,
including  periods  when it is  particularly  difficult  for active  managers to
outpace market indexes.

John S. Cone, CFA, President and Chief Executive Officer
Franklin Portfolio Associates LLC

July 11, 2000

                                       7
<PAGE>

FUND PROFILE
GROWTH AND INCOME 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                        INVESTMENT FOCUS
-----------------------------------------------  -------------------------------
                   GROWTH AND INCOME    S&P 500
-----------------------------------------------          [GRID]
Number of Stocks                 165        500
Median Market Cap             $80.0B     $94.9B  MARKET CAP      LARGE
Price/Earnings Ratio           21.3x      28.7x  STYLE           BLEND
Price/Book Ratio                4.0x       5.2x
Yield                           0.9%       1.1%
Return on Equity               22.8%      24.5%
Earnings Growth Rate           18.2%      17.3%
Foreign Holdings                1.4%       1.2%
Turnover Rate                   70%*         --
Expense Ratio                 0.39%*         --
Cash Investments                0.1%         --

*Annualized.
                                                 TEN LARGEST HOLDINGS
VOLATILITY MEASURES                              (% OF TOTAL NET ASSETS)
-----------------------------------------------  -------------------------------
                   GROWTH AND INCOME    S&P 500  Cisco Systems, Inc.        4.8%
-----------------------------------------------  Intel Corp.                4.1
R-Squared                       0.97       1.00  Microsoft Corp.            3.6
Beta                            1.02       1.00  Pfizer, Inc.               3.2
                                                 Citigroup, Inc.            2.5
                                                 Johnson & Johnson          2.4
                                                 Exxon Mobil Corp.          2.4
                                                 Wal-Mart Stores, Inc.      2.2
                                                 Nortel Networks Corp.      2.2
                                                 General Electric Co.       2.1
                                                 -------------------------------
                                                 Top Ten                   29.5%

SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
--------------------------------------------------------------------------------
                                  JUNE 30, 1999             JUNE 30, 2000
                             ---------------------------------------------------
                               GROWTH AND INCOME   GROWTH AND INCOME    S&P 500
                             ---------------------------------------------------
Auto & Transportation                 2.3%                 3.1%           1.6%
Consumer Discretionary               15.1                 11.4           11.8
Consumer Staples                      5.1                  4.6            5.7
Financial Services                   19.5                 15.2           13.4
Health Care                           9.4                 10.4           11.7
Integrated Oils                       5.3                  5.6            4.5
Other Energy                          0.2                  1.1            1.8
Materials & Processing                2.9                  1.3            2.2
Producer Durables                     3.9                  6.3            2.9
Technology                           16.9                 27.3           29.9
Utilities                            13.2                  8.8            8.6
Other                                 6.2                  4.9            5.9
--------------------------------------------------------------------------------
                                       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  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.

                                       9
<PAGE>

PERFORMANCE SUMMARY
GROWTH AND INCOME 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.

<TABLE>
<CAPTION>

TOTAL INVESTMENT RETURNS: DECEMBER 10, 1986-JUNE 30, 2000
-----------------------------------------------    -----------------------------------------------------
<S>      <C>      <C>      <C>        <C>          <S>       <C>        <C>         <C>       <C>
            GROWTH AND INCOME FUND    S&P 500                   GROWTH AND INCOME FUND        S&P 500
FISCAL   CAPITAL  INCOME    TOTAL      TOTAL       FISCAL    CAPITAL    INCOME       TOTAL     TOTAL
          RETURN  RETURN   RETURN     RETURN       YEAR       RETURN    RETURN      RETURN    RETURN
-----------------------------------------------    -----------------------------------------------------
1986       -3.1%    0.0%    -3.1%     -3.3%        1994        -3.1%      2.5%       -0.6%      1.3%
1987        1.8     2.2      4.0       5.3         1995        33.1       2.8        35.9      37.6
1988       13.1     3.7     16.8      16.6         1996        20.9       2.2        23.1      23.0
1989       27.6     4.4     32.0      31.7         1997        33.5       2.1        35.6      33.4
1990       -5.7     3.3     -2.4      -3.1         1998        22.6       1.3        23.9      28.6
1991       26.4     3.9     30.3      30.5         1999        24.9       1.1        26.0      21.0
1992        4.2     2.8      7.0       7.6         2000*       -2.5       0.5        -2.0      -0.4
1993       11.4     2.4     13.8      10.1
-----------------------------------------------    -----------------------------------------------------
</TABLE>
*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
--------------------------------------------------------------------------------
Growth and Income Fund    12/10/1986    8.70%    23.78%    15.38%   2.54% 17.92%
--------------------------------------------------------------------------------

                                       10
<PAGE>

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,  but  may  differ  because  certain
investments or transactions may be treated  differently for financial  statement
and tax purposes. 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.
<TABLE>
<CAPTION>

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

                                                               MARKET                                                         MARKET
                                                               VALUE*                                                         VALUE*
GROWTH AND INCOME FUND                            SHARES        (000)                                               SHARES     (000)
--------------------------------------------------------------------------      ----------------------------------------------------
COMMON STOCKS (98.8%)(1)                                                        o Clear Channel
--------------------------------------------------------------------------        Communications, Inc.             255,900  $ 19,192
                                                                                  Tribune Co.                      528,700    18,505
AUTO & TRANSPORTATION (3.1%)                                                      New York Times Co. Class A       445,700    17,605
  Ford Motor Co.                               1,928,900    $  82,943             Carnival Corp.                   822,900    16,046
o AMR Corp.                                    2,107,600       55,720             May Department Stores Co.        434,700    10,433
  Delta Air Lines, Inc.                        1,059,200       53,556             Darden Restaurants Inc.          576,100     9,361
  Southwest Airlines Co.                       1,248,700       23,647             R.R. Donnelley & Sons Co.        412,900     9,316
  Burlington Northern Santa Fe Corp.             907,600       20,818           o AutoZone Inc.                    336,500     7,403
  Kansas City Southern Industries, Inc.          211,800       18,784             Circuit City Stores, Inc.        214,500     7,119
o FedEx Corp.                                    437,700       16,633             The Stanley Works                260,200     6,180
  Union Pacific Corp.                            355,000       13,202             Springs Industries Inc. Class A  119,300     3,818
o Visteon Corp.                                  252,557        3,062                                                     ----------
                                                            ---------                                                      1,056,932
                                                              288,365                                                     ----------
CONSUMER DISCRETIONARY (11.3%)                              ---------           CONSUMER STAPLES (4.5%)
  Wal-Mart Stores, Inc.                        3,565,500      205,462             PepsiCo, Inc.                  2,789,700   123,967
  Home Depot, Inc.                             2,573,600      128,519             Anheuser-Busch Cos., Inc.      1,190,700    88,930
o America Online, Inc.                         1,828,300       96,443             Philip Morris Cos., Inc.       2,068,900    54,955
o Viacom Inc. Class B                          1,227,067       83,671             ConAgra, Inc.                  2,238,100    42,664
  Gannett Co., Inc.                              921,400       55,111             Ralston-Ralston Purina Group   1,588,200    31,665
o Yahoo!, Inc.                                   438,700       54,344           o Safeway, Inc.                    495,000    22,337
  Sears, Roebuck & Co.                         1,634,700       53,332             SuperValu Inc.                 1,037,600    19,779
  Kimberly-Clark Corp.                           824,700       47,317             Hershey Foods Corp.              373,800    18,129
  Omnicom Group Inc.                             437,200       38,938             UST, Inc.                        670,900     9,854
  Eastman Kodak Co.                              622,700       37,051             The Quaker Oats Co.              123,100     9,248
  Lowe's Cos., Inc.                              758,400       31,142                                                     ----------
  Knight Ridder                                  528,800       28,125                                                        421,528
  Whirlpool Corp.                                592,700       27,635                                                     ----------
o Federated Department                                                          FINANCIAL SERVICES (15.0%)
    Stores, Inc.                                 759,300       25,626             Citigroup, Inc.                3,842,400   231,505
  Interpublic Group of Cos., Inc.                447,400       19,238             Bank of America Corp.          2,635,071   113,308
                                                                                  FleetBoston Financial Corp.    3,324,200   113,023
                                                                                  Morgan Stanley Dean
                                                                                   Witter & Co.                  1,267,210   105,495
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

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

                                                               MARKET                                                         MARKET
                                                               VALUE*                                                         VALUE*
GROWTH AND INCOME FUND                            SHARES        (000)                                               SHARES     (000)
------------------------------------------------------------------------------------------------------------------------------------
  Lehman Brothers Holdings, Inc.               1,063,100    $ 100,529           PRODUCER DURABLES (6.2%)
  American International Group, Inc.             738,352       86,756             Nortel Networks Corp.          2,956,000 $ 201,747
  Fannie Mae                                   1,513,600       78,991             The Boeing Co.                 2,472,700   103,390
  MBNA Corp.                                   2,690,700       72,985             Emerson Electric Co.           1,236,000    74,624
  J.P. Morgan & Co., Inc.                        558,300       61,483           o Applied Materials, Inc.          800,000    72,500
  KeyCorp                                      2,981,800       52,554             Dover Corp.                      736,700    29,882
  Marsh & McLennan Cos., Inc.                    478,900       50,015             Northrop Grumman Corp.           331,900    21,988
  Merrill Lynch & Co., Inc.                      401,500       46,173             Caterpillar, Inc.                641,800    21,741
  Golden West Financial Corp.                  1,111,800       45,375           o KLA-Tencor Corp.                 258,900    15,162
  Bear Stearns Co., Inc.                         962,000       40,043             Pulte Corp.                      541,600    11,712
  PNC Financial Services Group                   727,500       34,102             Danaher Corp.                    236,600    11,697
  Household International, Inc.                  781,600       32,485             Cummins Engine Co., Inc.         333,700     9,093
  MGIC Investment Corp.                          520,800       23,696             Pall Corp.                       366,100     6,773
  American General Corp.                         361,500       22,051                                                      ---------
  SunTrust Banks, Inc.                           407,300       18,609                                                        580,309
  First Data Corp.                               369,200       18,322                                                      ---------
  Providian Financial Corp.                      191,800       17,262           TECHNOLOGY (26.9%)
  National City Corp.                            812,200       13,858             COMMUNICATIONS TECHNOLOGY (7.6%)
  Wachovia Corp.                                 239,300       12,982           o Cisco Systems, Inc.            7,034,200   447,111
  Franklin Resources Corp.                       377,500       11,467             Lucent Technologies, Inc.      1,514,024    89,706
                                                            ---------             Motorola, Inc.                 2,094,231    60,864
                                                            1,403,069           o QUALCOMM, Inc.                   897,100    53,826
                                                            ---------             Scientific-Atlanta, Inc.         324,200    24,153
HEALTH CARE (10.3%)                                                             o ADC Telecommunications, Inc.     262,800    22,042
  Pfizer, Inc.                                 6,291,250      301,980           o 3Com Corp.                       338,400    19,500

  Johnson & Johnson                            2,193,500      223,463             COMPUTER SERVICES SOFTWARE & SYSTEM (7.2%)
  Merck & Co., Inc.                            2,478,000      189,877           o Microsoft Corp.                4,235,900   338,872
  Abbott Laboratories                          1,948,480       86,829             Oracle Corp.                   2,252,550   189,355
  Pharmacia Corp.                              1,468,918       75,925           o Veritas Software Corp.           836,100    94,492
  Cardinal Health, Inc.                          534,950       39,586             Sabre Holdings Corp.             600,300    17,109
  UnitedHealth Group Inc.                        374,600       32,122             Adobe Systems, Inc.               92,700    12,051
  Bausch & Lomb, Inc.                            194,500       15,049           o Compuware Corp.                1,150,200    11,933
                                                            ---------           o Citrix Systems, Inc.             448,900     8,501
                                                              964,831
                                                            ---------             COMPUTER TECHNOLOGY (5.5%)
INTEGRATED OILS (5.6%)                                                          o Network Appliance, Inc.        1,935,100   155,776
  Exxon Mobil Corp.                            2,805,068      220,198           o EMC Corp.                      1,661,100   127,801
  Royal Dutch Petroleum Co. ADR                2,159,800      132,963             International Business
  Kerr-McGee Corp.                               928,000       54,694               Machines Corp.               1,036,800   113,594
  USX-Marathon Group                           1,740,100       43,611           o Apple Computer, Inc.             761,400    39,878
  Occidental Petroleum Corp.                   1,553,400       32,718             Hewlett-Packard Co.              229,800    28,696
  Chevron Corp.                                  316,700       26,860             Electronic Data Systems Corp.    612,000    25,245
  Coastal Corp.                                  154,000        9,375           o Seagate Technology Inc.          415,900    22,875
                                                            ---------
                                                              520,419             ELECTRONICS--SEMICONDUCTORS/COMPONENTS (6.6%)
                                                            ---------             Intel Corp.                    2,869,700   383,643
OTHER ENERGY (1.0%)                                                               Texas Instruments, Inc.        1,190,600    81,779
  Apache Corp.                                   581,600       34,205           o Conexant Systems, Inc.           870,300    42,318
  Transocean Sedco Forex Inc.                    459,500       24,554           o Xilinx, Inc.                     460,300    38,004
  Tosco Corp.                                    503,900       14,267           o National Semiconductor Corp.     509,200    28,897
o Rowan Cos., Inc.                               461,700       14,024           o Advanced Micro Devices, Inc.     350,000    27,037
  Ashland, Inc.                                  304,900       10,690           o Analog Devices, Inc.             192,400    14,622
                                                            ---------                                                      ---------
                                                               97,740                                                      2,519,680
                                                            ---------                                                      ---------

MATERIALS & PROCESSING (1.3%)                                                     UTILITIES (8.7%)
  Georgia Pacific Group                          986,900       25,906             BellSouth Corp.                3,266,100   139,217
  Dow Chemical Co.                               632,700       19,100           o WorldCom, Inc.                 2,815,900   129,179
  Weyerhaeuser Co.                               358,600       15,420             AT&T Corp.                     3,319,529   104,980
  Sherwin-Williams Co.                           627,500       13,295           o Comcast Corp.-Special Class A  2,233,400    90,453
  Air Products & Chemicals, Inc.                 347,300       10,701             TXU Corp.                      2,624,400    77,420
  Praxair, Inc.                                  263,700        9,872             FPL Group, Inc.                1,218,400    60,311
  PPG Industries, Inc.                           215,700        9,558             Public Service Enterprise
  Nucor Corp.                                    240,800        7,992              Group, Inc.                   1,511,000    52,318
  Louisiana-Pacific Corp.                        281,800        3,065
o Inco Ltd.                                      143,300        2,203
  Worthington Industries, Inc.                    65,600          689
                                                            ---------
                                                              117,801
                                                            ---------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------           ----------------------------------------------------
<S>                                            <C>          <C>                 <C>                                       <C>

                                                               MARKET                                                         MARKET
                                                               VALUE*                                                         VALUE*
                                                  SHARES        (000)                                                          (000)
---------------------------------------------------------------------           ----------------------------------------------------
  Reliant Energy, Inc.                         1,258,400    $  37,201           OTHER ASSETS AND LIABILITIES (0.1%)
  American Electric Power Co., Inc.              712,260       21,101           ----------------------------------------------------
  PG&E Corp.                                     819,600       20,183           Other Assets--Note C                        $ 27,841
  GPU, Inc.                                      697,700       18,882           Liabilities                                 (17,884)
  Southern Co.                                   679,000       15,829                                                     ----------
o NEXTEL Communications, Inc.                    255,000       15,603                                                          9,957
  Consolidated Edison Inc.                       346,800       10,274           ----------------------------------------------------
  Unicom Corp.                                   264,000       10,214           NET ASSETS (100%)
  Pinnacle West Capital Corp.                    291,200        9,864           ----------------------------------------------------
  Peoples Energy Corp.                            34,400        1,114           Applicable to 266,278,583 outstanding
                                                            ---------           $.001 par value shares of beneficial interest
                                                              814,143           (unlimited authorization)                 $9,357,873
                                                            ---------           ====================================================

OTHER (4.9%)                                                                    NET ASSET VALUE PER SHARE                     $35.14
  General Electric Co.                         3,795,000      201,135           ====================================================
  Minnesota Mining & Manufacturing Co.         1,360,600      112,250           *See Note A in Notes to Financial Statements.
  Tyco International Ltd.                      1,570,800       74,417           oNon-income-producing security.
  Loews Corp.                                    408,500       24,510           (1)The fund invests a portion of its cash reserves
  The Seagram Co. Ltd.                           312,500       18,125           in equity markets through  the use of index  futures
  Johnson Controls, Inc.                         316,000       16,215           contracts.    After   giving   effect   to   futures
  Textron, Inc.                                  190,500       10,347           investments,  the fund's effective  common stock and
  Brunswick Corp.                                247,900        4,106           temporary  cash investment positions represent 99.9%
                                                            ---------           and 0.0%, respectively, of net  assets.
                                                              461,105           See Note E in Notes to Financial Statements.
                                                            ---------           (2)Security  segregated  as initial margin  for open
---------------------------------------------------------------------           futures contracts.
TOTAL COMMON STOCKS                                                             ADR--American Depositary Receipt.
  (COST $7,558,907)                                         9,245,922
---------------------------------------------------------------------           ----------------------------------------------------
                                                    FACE                        AT JUNE 30, 2000, NET ASSETS CONSISTED OF:
                                                  AMOUNT                        ----------------------------------------------------
                                                   (000)                                                        AMOUNT           PER
---------------------------------------------------------------------                                            (000)         SHARE
TEMPORARY CASH INVESTMENTS (1.1%)(1)                                            ----------------------------------------------------
---------------------------------------------------------------------           Paid in Capital             $7,465,400        $28.03
U.S. TREASURY BILL                                                              Overdistributed Net
(2)5.674%, 7/3/2000                              $ 5,400        5,338            Investment Income                (920)           --
REPURCHASE AGREEMENT                                                            Accumulated Net Realized Gains 207,063           .78
Collateralized by U.S. Government                                               Unrealized Appreciation
  Obligations in a Pooled                                                        (Depreciation)--Note E
  Cash Account                                                                   Investment Securities       1,687,015          6.33
  6.71%, 7/3/2000                                 96,656       96,656            Futures Contracts                (685)           --
---------------------------------------------------------------------           ----------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS                                                NET ASSETS                  $9,357,873        $35.14
  (COST $101,994)                                             101,994           ====================================================
---------------------------------------------------------------------
TOTAL INVESTMENTS (99.9%)
  (COST $7,660,901)                                         9,347,916
---------------------------------------------------------------------
</TABLE>

                                       13
<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.

--------------------------------------------------------------------------------
                                                          GROWTH AND INCOME FUND
                                                  SIX MONTHS ENDED JUNE 30, 2000
                                                                           (000)
--------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                         $    58,852
   Interest                                                                4,451
   Security Lending                                                            1
                                                                     -----------
      Total Income                                                        63,304
                                                                     -----------
EXPENSES
   Investment Advisory Fees--Note B
      Basic Fee                                                            3,676
      Performance Adjustment                                               1,333
   The Vanguard Group--Note C
       Management and Administrative                                      11,892
       Marketing and Distribution                                            722
   Custodian Fees                                                             52
   Auditing Fees                                                               6
   Shareholders' Reports                                                     133
   Trustees' Fees and Expenses                                                 6
                                                                     -----------
       Total Expenses                                                     17,820
       Expenses Paid Indirectly--Note C                                    (555)
                                                                     -----------
       Net Expenses                                                       17,265
--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                     46,039
--------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
   Investment Securities Sold                                            212,861
   Futures Contracts                                                        (40)
--------------------------------------------------------------------------------
REALIZED NET GAIN                                                        212,821
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                               (426,531)
   Futures Contracts                                                     (3,814)
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                       (430,345)
--------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                  $(171,485)
================================================================================

                                       14
<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>

<S>                                                                   <C>              <C>

----------------------------------------------------------------------------------------------------

                                                                           GROWTH AND INCOME FUND
                                                                    --------------------------------
                                                                         SIX MONTHS             YEAR
                                                                              ENDED            ENDED
                                                                      JUN. 30, 2000    DEC. 31, 1999
                                                                              (000)            (000)
----------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                                   $ 46,039         $ 69,471
   Realized Net Gain                                                        212,821          569,667
   Change in Unrealized Appreciation (Depreciation)                        (430,345)         989,796
                                                                        ----------------------------
      Net Increase (Decrease) in Net Assets Resulting from Operations      (171,485)       1,628,934
DISTRIBUTIONS                                                           ----------------------------
   Net Investment Income                                                    (44,989)         (70,403)
   Realized Capital Gain                                                   (268,275)        (288,660)
                                                                        ----------------------------
      Total Distributions                                                  (313,264)        (359,063)
CAPITAL SHARE TRANSACTIONS1                                             ----------------------------
   Issued                                                                 1,960,634        3,205,474
   Issued in Lieu of Cash Distributions                                     293,209          338,671
   Redeemed                                                              (1,227,605)      (1,158,132)
                                                                        ----------------------------
      Net Increase from Capital Share Transactions                        1,026,238        2,386,013
----------------------------------------------------------------------------------------------------
   Total Increase                                                           541,489        3,655,884
----------------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                                    8,816,384        5,160,500
   End of Period                                                         $9,357,873       $8,816,384
====================================================================================================

1Shares Issued (Redeemed)
   Issued                                                                    55,469           94,634
   Issued in Lieu of Cash Distributions                                       7,981            9,544
   Redeemed                                                                (34,944)         (34,150)
                                                                        ----------------------------
       Net Increase in Shares Outstanding                                    28,506           70,028
====================================================================================================
</TABLE>

                                       15
<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>
---------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>     <C>       <C>      <C>       <C>

                                                                      GROWTH AND INCOME FUND
                                                                      YEAR ENDED DECEMBER 31,
FOR A SHARE OUTSTANDING                  SIX MONTHS ENDED   ---------------------------------------------
THROUGHOUT EACH PERIOD                      JUNE 30, 2000     1999    1998      1997     1996      1995
---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD               $37.08   $30.76  $26.19    $22.23   $19.95    $15.56
---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
    Net Investment Income                             .18      .33     .32       .41      .41       .41
    Net Realized and Unrealized Gain (Loss)
        on Investments                               (.88)    7.60    5.86      7.15     4.09      5.14
                                                  -------------------------------------------------------
        Total from Investment Operations             (.70)    7.93    6.18      7.56     4.50      5.55
DISTRIBUTIONS                                     -------------------------------------------------------
    Dividends from Net Investment Income             (.17)    (.33)   (.33)     (.42)    (.40)     (.42)
    Distributions from Realized Capital Gains       (1.07)   (1.28)  (1.28)    (3.18)   (1.82)     (.74)
                                                  -------------------------------------------------------
        Total Distributions                         (1.24)   (1.61)  (1.61)    (3.60)   (2.22)    (1.16)
---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $35.14   $37.08  $30.76    $26.19   $22.23    $19.95
=========================================================================================================

TOTAL RETURN                                       -2.02%   26.04%  23.94%    35.59%   23.06%    35.93%
=========================================================================================================

RATIOS/SUPPLEMENTAL DATA
    Net Assets, End of Period (Millions)           $9,358   $8,816  $5,161    $2,142   $1,285      $909
    Ratio of Total Expenses to
        Average Net Assets                         0.39%*    0.37%   0.36%     0.36%    0.38%     0.47%
    Ratio of Net Investment Income to
        Average Net Assets                         1.02%*    1.04%   1.27%     1.74%    1.97%     2.25%
    Portfolio Turnover Rate                          70%*      54%     47%       66%      75%       59%
=========================================================================================================
*Annualized.
</TABLE>

                                       16
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard Growth and Income 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 Index futures  contracts to a
limited  extent,  with the objectives 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 fund
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. Franklin Portfolio  Associates LLC provides  investment  advisory services to
the fund for a fee  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 the S&P 500 Index.  For the six months
ended June 30, 2000, the advisory fee represented an effective annual basic rate
of 0.08% of the fund's  average  net assets  before an  increase  of  $1,333,000
(0.03%) based on performance.

                                       17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 $1,787,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 1.80% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also directors and officers of Vanguard.

   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, these arrangements  reduced the fund's expenses by $553,000
and $2,000,  respectively.  The total expense reduction represented an effective
annual rate of 0.01% of the fund's average net assets.

D. During the six months ended June 30, 2000, the fund purchased  $3,922,911,000
of investment securities and sold $3,111,753,000 of investment securities, other
than U.S. government securities and temporary cash investments.

E. At June 30, 2000, net unrealized  appreciation  of investment  securities for
financial   reporting  and  federal  income  tax  purposes  was  $1,687,015,000,
consisting of unrealized gains of $2,113,101,000 on securities that had risen in
value since their purchase and  $426,086,000 in unrealized  losses on securities
that had fallen in value since their purchase.

   At June 30, 2000, the  aggregate settlement value of open  futures  contracts
expiring in September 2000 and the related unrealized appreciation were:

--------------------------------------------------------------------------------
                                                            (000)
                                              ----------------------------------
                                                Aggregate
                             Number of         Settlement        Unrealized
Futures Contracts         Long Contracts         Value          Depreciation
--------------------------------------------------------------------------------
S&P 500 Index                  270               $99,097          $(685)
--------------------------------------------------------------------------------

                                       18
<PAGE>

THE VANGUARD(R) FAMILY OF FUNDS
<TABLE>
<CAPTION>
STOCK FUNDS
---------------------------------------------------------------------------------------------------------
<S>                               <C>                                <C>

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


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


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


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

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

*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.


                                       19
<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 &
JohnsonoMerck 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>


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

Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600

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.

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.

Q932 082000

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



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