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VANGUARD PREFERRED STOCK FUND
PROSPECTUS SUPPLEMENT
FEBRUARY 2, 1996
The Board of Trustees of Vanguard Preferred Stock Fund, Inc. (the "Fund")
has approved a revised investment advisory agreement with Wellington Management
Company ("WMC"), the Fund's investment adviser. The new agreement involves a
reduction in the annual rate of advisory fees to be paid to WMC.
Under the terms of the new agreement, the Fund will pay WMC a basic
advisory fee at the end of each fiscal quarter based on the Fund's average
month-end net assets during the quarter. The quarterly rate is applied
according to the following annual fee schedule:
<TABLE>
<CAPTION>
NET ASSETS ANNUAL BASIC FEE RATE
---------- ---------------------
<S> <C>
First $200 million 0.150%
Next $200 million 0.100
Over $400 million 0.075
</TABLE>
This revised investment advisory agreement replaces the Fund's original
agreement with the adviser dated June 1, 1980, and will go into effect on or
about June 1, 1996. Until the effective date, the adviser has agreed to waive
its advisory fees to the extent necessary to abide by the new fee schedule.
AFVP
