VANGUARD PREFERRED STOCK FUND
N-30D, 1999-06-21
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VANGUARD
PREFERRED STOCK
FUND

[PHOTO]

SEMIANNUAL
REPORT
APRIL 30, 1999

[THE VANGUARD GROUP LOGO]


<PAGE>



AT VANGUARD, WE BELIEVE THAT TRADITION MATTERS

Our 8,000 crew members  embrace the  traditional  valueson  which our success is
built,  including integrity,  hardwork,  thrift,  teamwork,  and fair dealing on
behalf of our clients.

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

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

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

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

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


                                    CONTENTS
                        A Message to Our Shareholders 1
                          The Markets in Perspective 4
                                Report From the
                                   Adviser 6
                                 Fund Profile 8
                             Performance Summary 10
                            Financial Statements 11

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



<PAGE>


FELLOW SHAREHOLDER,

[PHOTO]                  [PHOTO]
John J. Brennan          John C. Bogle
Chairman & CEO           Senior Chairman

During the first half of Vanguard  Preferred  Stock  Fund's  1999  fiscal  year,
interest rates edged higher and prices of fixed-income investments fell. For the
six months ended April 30, 1999,  the fund earned  +2.6%,  topping the return of
our  average  peer but  falling  short of our  unmanaged  benchmark  index.  The
adjacent table compares the fund's  six-month  total return (capital change plus
reinvested dividends) with those of the average fixed-income mutual fund and the
Merrill  Lynch  DRD-Eligible  Preferred  Stock  Index,  a broad  measure  of the
preferred stock market.  Our return is based on a change in net asset value from
$10.36 per share on October  31,  1998,  to $10.22 per share on April 30,  1999,
with the latter figure adjusted for the reinvestment of dividends totaling $0.28
per share paid from net investment income and a distribution of $0.125 per share
paid from net realized capital gains. As expected,  100% of our income dividends
qualified for the 70% intercorporate  dividends-received  deduction (DRD), a tax
advantage that is available to corporations but not to individual investors. The
fund's yield as of April 30 was 5.6%.

- -----------------------------------------------------------
                                         TOTAL RETURNS
                                        SIX MONTHS ENDED
                                         APRIL 30, 1999
- -----------------------------------------------------------
Vanguard Preferred Stock Fund                +2.6%
- -----------------------------------------------------------
Average Fixed-Income Fund                    +2.4%
- -----------------------------------------------------------
Merrill Lynch DRD-Eligible
    Preferred Stock Index                    +3.5%
- -----------------------------------------------------------

THE PERIOD IN REVIEW

The economic picture brightened  considerably  during the six months ended April
30, as the U.S. economy steamed ahead and many countries around the world showed
signs of recovery from financial turmoil. This news was good for stocks, but not
quite so good for the bond market,  which feared that  economic  strength  would
reawaken its mortal enemy:  inflation.  The U.S. economy expanded at a 6% annual
pace  during the final three  months of 1998 and then  recorded a growth rate of
4.1% in the January-March  period. The growth continues to be driven by American
consumers, who are spending at a record pace. The boost from the consumer sector
has more than offset the drag of a ballooning trade deficit.
        A strong job  market  and low  inflation  also  contributed  to the rosy
economic  scenario.  Unemployment  hovered  around a decades-low  level of 4.3%,
while consumer prices rose just 1.3% during the period.
        Though there was little concrete  evidence of a resurgence of inflation,
the potential for higher prices  troubled the bond market during the latter part
of the half-year.  The yield of the benchmark  30-year U.S.  Treasury bond ended
the period at 5.66%,  50 basis points higher than its starting point of 5.16% on
October 31, 1998.  Long-term  Treasury bonds, as measured by the Lehman Brothers
Long U.S.  Treasury  Bond  Index,  had a  negative  return of -3.6%,  as a price
decline of -6.6% more than offset the index's +3.0% return from interest income.
At the shorter end of the fixed-income spectrum, rates rose,

                                       1
<PAGE>


though not quite so significantly.  The yield of 3-month U.S. Treasury bills was
4.54% on April  30, a bit  higher  than the  4.32%  level at which it began  the
half-year.
        Stocks soared during the period,  powered initially by  Internet-related
issues and later by the impressive  rebound of cyclical  stocks during March and
April. The Standard & Poor's 500 Composite Stock Price Index, which is dominated
by  large-capitalization  stocks,  returned +22.3%.  The broadest measure of the
U.S. stock market--the Wilshire 5000 Equity Index--bested the S&P 500, earning a
six-month return of +22.8%.
        For bonds,  of course,  higher  interest  rates meant lower prices.  The
extent to which fixed-income investments fluctuate in response to interest rates
depends  largely on  maturity;  the longer the  maturity,  the more  sensitive a
bond's price is to interest rate changes.  Because  preferred  stocks  typically
have no set  maturity  date,  they are even more  sensitive to such changes than
long-term bonds.  This simple fact of life made the half-year a difficult period
for  preferreds.  However,  the  negative  impact of rising  interest  rates was
somewhat  dampened  by a  smaller  supply of new  preferred  stock  issues.  The
adviser's  report on page 6  provides  further  details on the  preferred  stock
market.

PERFORMANCE OVERVIEW

Vanguard  Preferred  Stock Fund's  return of +2.6% for the  half-year was a hair
ahead of the +2.4% return of the average  fixed-income  mutual fund.  Our return
was nearly a full percentage  point behind the +3.5% return of the Merrill Lynch
DRD-Eligible  Preferred  Stock  Index,  which is a tough foe in that it does not
incur expenses that real-world mutual funds must incur.
        It's important to note that the average  fixed-income fund is far from a
perfect counterpart for our fund, which focuses strictly on preferred stocks. As
a group,  fixed-income mutual funds invest in bonds with a variety of maturities
and quality  ratings.  On average,  these funds have higher credit  quality than
ours--because   bonds  have  a  higher  claim  on  interest  and   principal  in
corporations'  capital  structures  than preferred  stocks--and  shorter average
maturities.  During the half-year,  these distinctions  generally worked against
us,  largely  because  of the  decline  in  interest  rates.  (Keep in mind that
individual  investors,  who are not  eligible to use the special  corporate  tax
deduction for preferred  stock  dividends,  are not  compensated  for the fund's
additional interest rate and credit risks.)
        While we expect that the  significant  differences  between our fund and
its  competitors  will work  sometimes  to our  advantage  and  sometimes to our
detriment,  our cost advantage over similar funds is enduring.  In fact,  during
the  half-year,  this  advantage  accounted for all of our margin of superiority
over the average  fixed-income fund. Our expense ratio (annualized expenses as a
percentage  of average  net  assets)  was 0.37%,  about  one-third  of the 1.05%
charged  by the  average  fixed-income  fund.  Competitors  must  overcome  this
significant  gap just to match Vanguard  Preferred  Stock Fund. In essence,  low
operating  costs  provide a  valuable  head  start in our quest to  surpass  the
results of similar funds.
        The past six months have  demonstrated  the risks  inherent in preferred
stocks,  whose prices can decline sharply when interest rates rise.  Significant
rate  increases can have a heavy  negative  impact on preferreds (as happened in
1994),  just as  declines  in rates  (such as we have seen over much of the past
decade) can have quite beneficial effects.

                                       2
<PAGE>



IN SUMMARY
For  corporations  that are seeking a relatively  high level of dividend  income
that qualifies for the 70% tax deduction, Vanguard Preferred Stock Fund can play
a valuable part in the fixed-income portion of a balanced investment program. As
we have  emphasized  in the  past,  and  certainly  will in the  future,  we are
convinced that creating a suitable mix of stock funds,  fixed-income  funds, and
money market funds--and then sticking with it through good times and bad--is the
surest route to long-term  investment  success.  We look forward to reporting to
you on the full fiscal year six months hence.

John C. Bogle                       John J. Brennan
Senior Chairman                     Chairman and
                                    Chief Executive Officer

May 13, 1999

                                       3
<PAGE>



THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED APRIL 30, 1999

Global  stock  markets  chalked up solid gains during the six months ended April
30,  1999,  aided by the  efforts  of  central  banks  around  the world to ease
monetary policy and lower short-term interest rates.
        The remarkably strong U.S. economy helped out by playing  locomotive for
the world's economies,  soaking up record volumes of imported goods. Indeed, the
United States was the only major nation whose  policymakers  and bondholders had
to ponder  whether  growth was too rapid.  Concern  about a  potential  surge in
inflation  was one reason  that  interest  rates rose  modestly  and bond prices
generally slipped in the United States.

U.S. STOCK MARKETS
Stock prices soared during the half-year, reflecting both the
domestic  economy's  strength and the  investing  public's  confidence in future
growth of the economy and corporate profits.  The overall market, as measured by
the Wilshire 5000 Equity Index, rose 22.8% during the six months ended April 30,
while the S&P 500 Index, a proxy for large-capitalization  stocks, gained 22.3%.

The  midsummer  shock of  1998--when  the overall stock market fell by more than
20%--seemed to be quickly forgotten by investors. Most apparently overlooked the
fact that corporate  earnings were flat to slightly lower,  focusing  instead on
the potential for future  earnings.  Investors'  confidence was bolstered by the
market's  quick  rebound  from its  summer  stumble  and by a general  easing of
monetary  policy by the world's  central banks.  The Federal  Reserve Board made
three separate quarter-percentage-point  quarter-percentage-point  reductions in
short-term interest rates during autumn 1998. Central banks in Europe, Asia, and
Latin  America  also cut  rates.  These  actions  lessened  fears that the major
economies would be dragged down by the lingering  effects of the economic crisis
that struck emerging markets beginning in mid-1997.

U.S. consumers  demonstrated their confidence in economic conditions by spending
freely,  boosting sales of cars,  houses, and goods in stores. And why shouldn't
they have been happy? U.S. gross domestic product grew by an annual rate of 4.1%
in the first three months of 1999, and the nation's unemployment rate closed the
period at 4.3%.

Improved prospects for global growth were a key factor in the continuing advance
of  technology  stocks (up nearly 42% for the six months) and the  resurgence of
some  value-stock  sectors,  such as materials & processing  (up 27%) and energy
(integrated oil

- --------------------------------------------------------------------------------
                                                          Total Returns
                                                   Periods Ended April 30, 1999
                                                   ----------------------------
                                                6 Months     1 Year    5 Years*
- --------------------------------------------------------------------------------
STOCKS
S&P 500 Index                                     22.3%        21.8%     26.9%
Russell 2000 Index                                15.2         -9.3      13.0
Wilshire 5000 Index                               22.8         17.0      24.5
MSCI EAFE Index                                   15.4          9.8       9.0
- --------------------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index                        0.7%         6.3%      8.0%
Lehman 10-Year Municipal Bond Index                1.5          7.1       7.5
Salomon Smith Barney 3-Month
 U.S. Treasury Bill Index                          2.2          4.8       5.2
27328-1   6/15/1999
- --------------------------------------------------------------------------------
OTHER
Consumer Price Index                               1.3%         2.3%      2.4%
- --------------------------------------------------------------------------------
 *Annualized.

                                       4
<PAGE>


companies  rose 22%;  "other  energy"  stocks  gained 23%).  Retailers and other
companies  in the  consumer-discretionary  sector  gained  34%,  reflecting  the
strength  of  consumer  spending.  Not all  consumer-related  stocks  benefited,
however. Consumer-staples companies, locked in tough price competition and still
feeling  the  effects of falling  profits  from  overseas  operations,  were the
worst-performing group in the half-year, down 3%.

U.S. BOND MARKETS
For bond investors, the powerful economic expansion evident during the November-
April period was too much of a good thing. Economists confessed to puzzlement
that the  expansion was not triggering an acceleration in wages or consumer
prices. But with oil prices rising, U.S. economic growth expanding at a 4.1%
annual pace, and unemployment at 4.3% of the labor force, the lowest point since
February 1970, bond market participants figured that inflation was bound to
accelerate eventually. (This view gained credence shortly after the period's
end, when the Consumer Price Index was reported to have risen 0.7% in April,
the biggest monthly increase in eight years.)
        Despite the Fed's actions to cut short-term  interest  rates,  yields on
U.S. Treasury issues increased over the six months by one-half to three-quarters
of a  percentage  point.  The yield of the 30-year  Treasury  bond rose 50 basis
points,  to 5.66% on April 30 from  5.16% six months  earlier.  The yield of the
10-year Treasury rose to 5.35% from 4.61%.  Very short-term rates didn't rise as
far:  Yields on 3-month  T-bills rose 22 basis points to 4.54% on April 30. Bond
prices,  which move in the opposite  direction  from interest  rates,  fell. The
Lehman Brothers Aggregate Bond Index, a benchmark for  investment-grade  taxable
bonds,  earned just 0.7%,  as falling  prices  offset  most of the index's  3.0%
interest income for the six-month period.
        Municipal  bonds  suffered only slight price  declines and  outperformed
Treasury securities--a  turnaround from the previous six months, when Treasuries
were bid up by  investors  seeking a safe haven  during the summer  1998  market
turmoil.
        Not all bond prices fell during the half-year.  For  high-yield  issues,
the strong economy was a tonic. These bonds had suffered considerably during the
market turmoil of summer 1998, as investors  feared a global  economic  downturn
would result in higher  defaults by weaker  companies.  But when economic growth
turned out to be stronger  than  expected,  high-yield  bond  prices  rebounded,
augmenting the bonds' interest income. The Lehman High Yield Index returned 8.3%
during the half-year.

INTERNATIONAL STOCK MARKETS
Overseas  stock  markets  posted  gains  during the  period,  despite  lingering
economic  weakness in Asia and  sluggish  growth in most of  Europe's  developed
economies.  Crises in some key developing markets, including those of Brazil and
Russia, appeared to be easing as the semiannual period drew to a close. Overall,
the developed  markets  outside the United  States  gained 15.4% in  U.S.-dollar
terms,  as  measured  by  the  Morgan  Stanley  Capital   International  Europe,
Australasia,  Far East (EAFE)  Index.  Stocks in Europe and Asia were boosted by
mergers and takeover  activity and by signs that corporations were focusing more
intently on increasing shareholder value.
        The biggest  gains were in the Pacific  region and in emerging  markets,
the bourses  that had suffered the biggest  declines  during 1997 and 1998.  The
Pacific region gained 27.4%,  despite a continuing recession in Japan, while the
MSCI Select  Emerging  Markets  Free Index rose 30.8%.  European  stocks were up
nearly  20% in local  currencies,  but  these  gains  were cut to 10.9% for U.S.
investors because of the dollar's gains against the euro, a common currency
adopted by 11 nations, and other European currencies.

                                       5
<PAGE>

REPORT FROM THE ADVISER

[PHOTO]

For the six- and twelve-month  periods ended April 30, 1999,  Vanguard Preferred
Stock Fund posted total returns of 2.6% and 5.6%, respectively.

AN OVERVIEW OF THE PERIOD
The fiscal year began  November 1, 1998,  with the yield of the  long-term  U.S.
Treasury bond at 5.16%. Six months later,  long-term  interest rates were higher
by 50 basis points, undermining the investment environment for preferred stocks.
However,  the continuing lack of new issuance has been an underlying support for
prices.  Although  bond prices  have fallen over the past six months,  prices of
preferred  stocks  have not  declined  as severely  because  demand  seems to be
marginally outstripping the limited supply.
        Another  positive  factor was the absence of any  proposals to lower the
intercorporate  dividends-received  deduction  (DRD).  We  know  of  no  current
proposal to reduce the DRD from the existing level of 70%.

MARKET UPDATE
As interest rates have risen,  tenders and calls for older preferred issues have
slowed,  largely  because the issues  that were most  likely to be retired  have
already been extinguished.  The economic incentive to eliminate preferred stocks
from an issuer's  balance sheet is high because  dividends cannot be deducted on
the income statement; interest expenses, however, can be deducted. Thus, retired
preferreds  typically are not replaced by new  DRD-eligible  preferred stocks at
lower  dividend  rates.  This is because the  DRD-eligible  preferred  remains a
relatively expensive financing vehicle for companies.
        Risk premiums  widened in global capital  markets late last summer after
Russia  defaulted  on some of its  debt.  Investors  demanded  higher  yields as
compensation  for the higher  perceived risk.  Preferreds felt the shift.  Since
that tumultuous period, risk premiums have narrowed in the domestic fixed-income
markets.  The  current  after-tax  yield  spread for A-rated  perpetual  utility
preferreds  versus  30-year  Treasury  bonds is 115 basis points,  down from 158
basis points six months ago. The 10-year  average is 205 basis points.  Compared
with  municipal  bonds,  preferreds  have  averaged  71  basis  points  of extra
after-tax yield over the past ten years; currently, the spread is a mere 7 basis
points. Thus, based on historical relationships,  preferred stocks are expensive
versus Treasuries and municipals.
        With the Treasury  running a budget surplus,  new sources of revenue are
less urgently needed, and the threat of a reduction of the DRD is diminished.

INVESTMENT PHILOSOPHY
This  fund  is  managed  in the  interest  of  corporations  able to use the 70%
"intercorporate dividends-received" deduction under federal tax law. The adviser
believes that the fund can provide a relatively  high and  sustainable  level of
income  that   qualifies   for  the   deduction   by   investing   primarily  in
dividend-paying, high-quality, preferred stocks. (Note: Individual investors are
unable to use this tax deduction and are,  therefore,  not  compensated  for the
interest-rate and credit risks inherent in the fund.)

                                       6
<PAGE>


The  market is still  demanding  that new  DRD-eligible  preferred  issues  have
protection  against a lowering of the 70% tax  deduction.  The  prospectus  of a
"DRD-protected  issue"  states  that the  dividend  will  increase if the DRD is
lowered. This is to ensure that the investor is left whole on an after-tax basis
with respect to income.  We view this protection as necessary  insurance against
tax law changes that could severely hurt prices for preferred  stocks.  However,
the protection typically expires 18 months after a preferred security is issued.

INVESTMENT GOALS AND STRATEGY
The fund's  investment goals and strategy are consistent with those put in place
at its inception in 1975. We purchase relatively  high-quality  preferred stocks
with  the  goal  of  qualifying  all  of  the  fund's   dividends  for  the  70%
intercorporate  DRD. We achieved total  qualification in fiscal 1998, as we have
in all  previous  years,  and we will  attempt  to do so again in  fiscal  1999.
Another  objective  is to provide  sustainable,  tax-advantaged  income  through
holdings in investment-grade  preferreds. The risk to the fund's net asset value
from  any  future  lowering  of the  DRD  can be  mitigated  marginally  through
investment  in  DRD-protected  securities.  The  risk to the  fund  from  rising
long-term  interest  rates--preferreds  without a stated  maturity  perform very
poorly in such an environment--is constant and cannot be hedged. We expect rates
to rise slightly  because the global  economies seem to be recovering.  However,
with  inflation  expected  to be 2% or  lower,  rate  increases  should  not  be
substantial.  Market psychology is shifting from an expectation that the Federal
Reserve will act to ease interest rates to anticipation that the Fed action will
instead tighten credit conditions.
        We attempt to control  income risk and  variability  by investing in the
securities of high-quality  companies with call protection.  Stability of income
should  also be  strengthened  by broad  diversification.  On April 30, the fund
owned preferreds from 48 issuers.
        At the end of the fiscal half-year, the fund's quality breakdown,  using
Moody's  Investors Service ratings,  was as follows:  cash, 3%; aa, 26%; a, 56%;
baa,  15%.  High-quality  financial-service  issuers  are  our  largest  sector,
accounting  for  about  51%  of  assets.  About  43% of the  fund's  assets  are
concentrated in the electric  utility  industry,  representing  26 issuers.  Our
commitment to utilities is up slightly from about 42% of assets six months ago.

Earl E. McEvoy, Senior Vice President
Wellington Management Company, llp

May 12, 1999

                                       7
<PAGE>


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

PORTFOLIO CHARACTERISTICS
- -------------------------------------------------------------------
                                 PREFERRED           MERRILL LYNCH
                                     STOCK                  INDEX*
- -------------------------------------------------------------------

Number of Stocks                        75                     34
Yield                                 5.6%                   7.0%
Average Coupon                        6.4%                   7.4%
Average Quality                         a2                     a2
Turnover Rate                        11%**                     --
Expense Ratio                      0.37%**                     --
Cash Reserves                         3.1%                     --

*Merrill Lynch DRD-Eligible Preferred Stock Index.
**Annualized.

DISTRIBUTION BY CREDIT QUALITY (% OF PORTFOLIO)
- -----------------------------------------------
Treasury/Agency                       0.0%
aaa                                   0.0
aa                                   25.7
a                                    56.3
baa                                  15.0
ba                                    0.0
b                                     0.0
Not Rated                             3.0
- ----------------------------------------------
Total                               100.0%


DISTRIBUTION BY COUPON (% OF PORTFOLIO)
- ----------------------------------------------
Under 4%                              0.3%
4%-5%                                 7.3
5%-6%                                21.6
6%-7%                                47.5
7%-8%                                23.3
8%-9%                                 0.0
9%-10%                                0.0
Over 10%                              0.0
- ----------------------------------------------
Total                               100.0%




<PAGE>




TEN LARGEST HOLDINGS (% OF TOTAL NET ASSETS)
- -----------------------------------------------
Federal Home Loan Mortgage Corp.      8.0%
Citigroup, Inc.                       4.7
Alabama Power Co.                     4.6
Fleet Financial Group                 4.2
Baltimore Gas & Electric Co.          4.1
J. P. Morgan & Co., Inc.              3.9
Florida Power & Light Co.             3.7
Heller Financial, Inc.                3.5
Republic New York Corp.               3.4
South Carolina Electric & Gas Co.     3.4
- -----------------------------------------------
Top Ten                              43.5%


SECTOR DIVERSIFICATION (% OF PREFERRED STOCKS)
- --------------------------------------------------------------------------------
                                      APRIL 30, 1998          APRIL 30, 1999
                                     -------------------------------------------
                                     PREFERRED STOCK          PREFERRED STOCK
                                     -------------------------------------------
Auto & Transportation...........          0.5%                      0.0%
Consumer Discretionary..........          0.0                       0.0
Consumer Staples................          0.0                       1.5
Financial Services..............         59.4                      52.1
Health Care.....................          0.0                       0.0
Integrated Oils.................          0.0                       0.0
Other Energy....................          0.0                       1.3
Materials & Processing..........          0.2                       0.5
Producer Durables...............          0.0                       0.0
Technology......................          0.5                       0.4
Utilities.......................         39.4                      44.2
Other...........................          0.0                       0.0
- --------------------------------------------------------------------------------

                                       8
<PAGE>


AVERAGE COUPON. The average interest rate paid on the securities held by a fund.
It is expressed as a percentage of face value.

AVERAGE QUALITY.  An indicator of credit risk, this figure is the average of the
ratings assigned to a fund's securities holdings by credit-rating  agencies. The
agencies make their  judgment after  appraising an issuer's  ability to meet its
obligations.  Quality  is  graded on a scale,  with  "aaa"  indicating  the most
creditworthy issuers.

CASH RESERVES. The percentage of a fund's net assets invested in "cash
equivalents"--highly liquid, short-term, interest-bearing securities.

DISTRIBUTION  BY COUPON.  A breakdown of the  securities in a fund  according to
coupon rate--the  interest rate that an issuer promises to pay,  expressed as an
annual percentage of face value. Securities with unusually high coupon rates may
be  subject  to call  risk,  the  possibility  that  they will be  redeemed  (or
"called") early by the issuer.

DISTRIBUTION BY CREDIT QUALITY.  This breakdown of a fund's securities by credit
rating can help in gauging the risk that  returns  could be affected by defaults
or other credit problems.

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.

NUMBER OF STOCKS. An indicator of diversification. The more stocks a fund holds,
the more  diversified it is and the less susceptible to a price decline stemming
from the problems of a particular company.

SECTOR DIVERSIFICATION. The percentage of preferred stocks from issuers in each
of the major industry groups that compose the stock market.

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

TURNOVER RATE. An indication of trading  activity during the 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 the rate of return an investor would receive if
the securities were held to their maturity dates.

                                       9
<PAGE>


PERFORMANCE SUMMARY
PREFERRED STOCK FUND

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

TOTAL INVESTMENT RETURNS: OCTOBER 31, 1978-APRIL 30, 1999
- --------------------------------------------------------------------------------
                                  PREFERRED STOCK FUND             MERRILL LYNCH
                                                                       INDEX*
FISCAL                   CAPITAL       INCOME          TOTAL           TOTAL
YEAR                     RETURN        RETURN          RETURN         RETURN
- --------------------------------------------------------------------------------
1979                     -12.2%         8.1%            -4.1%           -4.9%
1980                      -9.1         10.3              1.2            -3.4
1981                     -10.9         11.4              0.5            -3.7
1982                      17.5         18.6             36.1            27.0
1983                       1.5         11.9             13.4            16.6
1984                      -6.9         12.5              5.6             5.3
1985                       9.7         14.2             23.9            23.4
1986                      20.7         11.9             32.6            37.9
1987                     -17.8          7.2            -10.6            -3.8
1988                       0.5         11.9             12.4             8.7
1989                       8.6          7.2             15.8            12.3

- --------------------------------------------------------------------------------
                                  PREFERRED STOCK FUND             MERRILL LYNCH
                                                                       INDEX*
FISCAL                  CAPITAL         INCOME         TOTAL           TOTAL
YEAR                    RETURN          RETURN         RETURN         RETURN
- --------------------------------------------------------------------------------
1990                      -4.6%         8.9%            4.3%            -3.1%
1991                      10.2         10.6            20.8             28.8
1992                       2.9          8.4            11.3             13.5
1993                       7.2          8.4            15.6             10.4
1994                     -15.2          6.7            -8.5             -5.0
1995                      15.1          8.7            23.8             18.0
1996                       0.6          7.4             8.0              7.4
1997                       5.2          7.2            12.4              8.8
1998                       1.9          6.1             8.0              6.4
1999**                    -0.1          2.7             2.6              3.5
- --------------------------------------------------------------------------------
*S&P Preferred Index through March 1989; Merrill Lynch Perpetual Preferred Index
through  January  1997;  Merrill  Lynch   DRD-Eligible   Preferred  Stock  Index
thereafter.
**Six months ended April 30, 1999.
See  Financial  Highlights  table  on page 15 for  dividend  and  capital  gains
information for the past five years.


<PAGE>



AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED MARCH 31, 1999*
- --------------------------------------------------------------------------------
                                                                10 YEARS
                                                        ------------------------
                        INCEPTION     1 YEAR  5 YEARS   CAPITAL  INCOME   TOTAL
                          DATE
- --------------------------------------------------------------------------------
Preferred Stock Fund    12/3/1975      5.26%   9.73%      2.91%  8.03%   10.94%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       10

<PAGE>


FINANCIAL STATEMENTS
APRIL 30, 1999 (UNAUDITED)

[PHOTO]

STATEMENT OF NET ASSETS
This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped and  subtotaled by asset type  (preferred  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price,  or Net Asset Value (NAV) Per Share.

At the end of the Statement of Net Assets,  you will find a table displaying the
composition  of the  fund's net  assets on both a dollar  and  per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of the statement date. Any Accumulated Net Realized  Losses,  and any cumulative
excess of  distributions  over net income or net realized gains,  will appear as
negative  balances.  Unrealized  Appreciation  (Depreciation)  is the difference
between the market value of the fund's  investments and their cost, and reflects
the gains  (losses)  that would  berealized  if the fund were to sell all of its
investments at their statement-date values.

- --------------------------------------------------------------------------------
                                                                  MARKET
                                                                  VALUE*
PREFERRED STOCK FUND                    SHARES                     (000)
- --------------------------------------------------------------------------------
PREFERRED STOCKS (96.9%)
- --------------------------------------------------------------------------------
CONSUMER STAPLES (1.4%)
(1) Ocean Spray Cranberries, Inc.
    6.25%                               45,000                $   4,837
    Stokely-Van Camp Corp. 5.00%        27,670                      488
                                                                 -------
                                                                  5,325
                                                                 -------
FINANCIAL SERVICES (50.6%)
    BANKS--NEW YORK CITY (10.7%)
    The Chase Manhattan Corp. 4.96%    250,000                   12,500
    J. P. Morgan & Co., Inc. 6.625%    275,000                   14,884
    Republic New York Corp. 5.715%     250,000                   12,875

    BANKS--OUTSIDE NEW YORK CITY (13.0%)
(1) ABN-AMRO North America 6.59%        11,000                   11,720
    Comerica, Inc. 6.84%               150,000                    7,819
    Fleet Financial Group 6.75%        231,000                   13,109
    Fleet Financial Group 7.25%        100,000                    2,666
(1) LaSalle National Bank 6.46%          2,000                    2,136
    PNC Bank Corp. 6.05%               125,000                    6,445
    Wells Fargo & Co. 6.59%            100,000                    5,213

    DIVERSIFIED FINANCIAL SERVICES(7.0%)
    Citigroup, Inc. 6.365%             330,000                   17,655
    Household International Inc. 5.00%  43,480                    1,973
    Household International Inc. $4.30  82,950                    6,750
    Household International Inc. 8.25%   5,600                      158

- --------------------------------------------------------------------------------
                                                                  MARKET
                                                                  VALUE*
                                        SHARES                     (000)
- --------------------------------------------------------------------------------
     FINANCE COMPANIES (3.6%)
     Heller Financial, Inc. 6.687%     125,000                $  13,312
     FINANCIAL--MISCELLANEOUS (11.2%)
     Federal Home Loan Mortgage
          Corp. 5.00%                  400,000                   19,800
     Federal Home Loan Mortgage
          Corp. 5.10%                  100,000                    4,962
     Federal Home Loan Mortgage
          Corp. 6.14%                  100,000                    5,400
     Federal National Mortgage
          Assn. 6.45%                  100,000                    5,275
     MBNA Corp. 7.50%                  250,000                    6,844

     INSURANCE--PROPERTY-CASUALTY (2.2%)
(1)  Hillbrook Insurance Co. 5.90%          75                    8,074

     SECURITIES BROKERS & SERVICES (2.9%)
     Morgan Stanley Dean Witter Co.,
     7.75%                             200,000                   10,800
                                                                -------
                                                                190,370
                                                                -------
MATERIALS & PROCESSING (0.5%)
     E.I. du Pont de Nemours & Co.
       3.50%                           12,300                       824
     E.I. du Pont de Nemours & Co.
       $ 4.50                          12,025                     1,028
                                                                -------
                                                                  1,852
                                                                -------
OTHER ENERGY (1.2%)
     Apache Corp. 5.68%                50,000                     4,670
                                                                -------

TECHNOLOGY (0.4%)
     International Business Machines
       Corp. 7.50%                     57,500                     1,560
                                                                -------

                                       11
<PAGE>
- --------------------------------------------------------------------------------
                                                                  MARKET
                                                                  VALUE*
PREFERRED STOCK FUND                    SHARES                     (000)
- --------------------------------------------------------------------------------
UTILITIES--ELECTRICAL (42.8%)
     Alabama Power Co. 5.20%           700,000                $  17,500
     Baltimore Gas & Electric Co.
        6.70%                           39,700                    4,440
     Baltimore Gas & Electric Co.
        6.97%                           10,900                    1,228
     Baltimore Gas & Electric Co.
        6.99%                           35,000                    4,042
     Baltimore Gas & Electric Co.
        7.125%                          52,000                    5,774
     Duke Energy Corp. 6.375%           23,200                      654
     Duke Energy Corp. 7.00%             3,362                      368
     Duke Energy Corp. 7.04%             1,558                      175
     Duke Energy Corp. 7.85%            20,544                    2,284
     Duquesne Light Co. 3.75%            4,200                      144
     Duquesne Light Co. 4.10%            6,710                      247
     Duquesne Light Co. 4.15%            9,160                      342
     Florida Power & Light Co. 6.75%    20,000                    2,209
     Florida Power & Light Co. 6.98%   105,000                   11,647
     Idaho Power Co. 7.07%              25,000                    2,776
     Illinois Power Co. 7.75%           28,400                    1,555
     Indianapolis Power & Light 5.65%   75,000                    7,688
     Monongahela Power Co. 7.73%        50,000                    5,719
     PECO Energy Co. $7.48              50,000                    5,553
     PP&L Resources, Inc. 6.75%         85,000                    9,350
     PSI Energy Inc. 4.160%              4,050                       77
     PSI Energy Inc. 4.32%               8,890                      171
     PSI Energy Inc. 6.875%             40,000                    4,480
     Pacific Gas & Electric Co. 4.36%   11,800                      238
     Pacific Gas & Electric Co. 5.00%   39,800                      913
     Pacific Gas & Electric Co. 7.04%  210,000                    6,392
     PacifiCorp 7.48%                   75,000                    8,297
     PacifiCorp $1.280                   7,036                      176
     Potomac Electric Power Co.
       $2.280                           37,000                    1,602
     Potomac Electric Power Co.
       $2.460                           35,000                    1,634
     Puget Sound Energy 7.45%          240,000                    6,630
     San Diego Gas & Electric Co.
       $1.70                           140,000                    3,885
     Sierra Pacific Power Co. 7.80%    200,000                    5,573
     South Carolina Electric & Gas Co.
       6.52%                           115,000                   12,851
Southern California Edison Co.
       4.08%                            18,300                      351
Southern California Edison Co.
       4.24%                            34,400                      686
Southern California Edison Co.
       6.45%                             5,000                      523
Texas Utilities Electric Co. $1.805      8,300                      220
Texas Utilities Electric Co. $1.875    112,800                    3,032
Texas Utilities Electric Co. $4.76       3,786                      320
Texas Utilities Electric Co. $4.84       5,500                      455
Texas Utilities Electric Co. $7.98      45,000                    5,130
Union Electric Co. $7.64                34,000                    3,855
Virginia Electric & Power Co.
      $6.98                             60,000                    6,746

- --------------------------------------------------------------------------------
                                                                  MARKET
                                                                  VALUE*
                                        SHARES                     (000)
- --------------------------------------------------------------------------------

West Penn Power Co. 4.20%                5,000                $     389
Wisconsin Power & Light Co. 6.20%       18,500                    1,998
Wisconsin Public Service Corp.
      6.88%                             10,000                    1,100
                                                                -------
                                                                161,419
                                                                -------

- --------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
     (Cost $346,576)                                            365,196
- --------------------------------------------------------------------------------
                                          Face
                                        Amount
                                         (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT (3.1%)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENT
Collateralized by U.S. Government
    Obligations in a Pooled
    Cash Account
    4.89%, 5/3/1999
    (COST $11,637)                     $11,637                  11,637
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (100.0%)
    (COST $358,213)                                            376,833
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES
Other Assets--Note C                                             1,376
Liabilities                                                     (1,251)
                                                                ------
                                                                   125
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 36,868,352 outstanding $.001
    par value shares of beneficial interest
    (unlimited authorization)                                 $376,958
================================================================================
NET ASSET VALUE PER SHARE                                       $10.22
- --------------------------------------------------------------------------------
*See Note A in Notes to Financial Statements.
(1)Security exempt from registration under Rule 144A of
the Securities Act of 1933. These securities may be sold
in transactions exempt from registration, normally to
qualified institutional buyers. At April 30, 1999, the
aggregate value of these securities was $26,767,000,
representing 7.1% of net assets.

- --------------------------------------------------------------------------------
AT APRIL 30, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                    AMOUNT              PER
                                      (000)            SHARE
Paid in Capital                   $357,088           $ 9.68
Undistributed Net
    Investment Income                  591              .01
Accumulated Net Realized Gains         659              .02
Unrealized Appreciation--
  Note F                            18,620              .51
- --------------------------------------------------------------------------------
NET ASSETS                        $376,958           $10.22
================================================================================

                                       12
<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.

- --------------------------------------------------------------------------------
                                                            Preferred Stock Fund
                                                 Six Months Ended April 30, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
        Dividends                                                        $10,852
        Interest                                                             220
                                                                         -------
                Total Income                                              11,072
                                                                         -------
EXPENSES
        Investment Advisory Fee--Note B                                      238
        The Vanguard Group--Note C
                Management and Administrative                                391
                Marketing and Distribution                                    41
        Custodian Fees                                                         6
        Auditing Fees                                                          1
        Shareholders' Reports                                                 12
                                                                         -------
                Total Expenses                                               689
                Expenses Paid Indirectly--Note D                             (3)
                                                                         -------
                Net Expenses                                                 686
                                                                         -------
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                     10,386
- --------------------------------------------------------------------------------
REALIZED NET GAIN ON INVESTMENT SECURITIES SOLD                              742
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES(1,298)
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                      $9,830
================================================================================

                                       13
<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.

- --------------------------------------------------------------------------------
                                                       PREFERRED STOCK FUND
                                                       --------------------
                                                   SIX MONTHS              YEAR
                                                        ENDED             ENDED
                                                APR. 30, 1999     OCT. 31, 1998
                                                        (000)             (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                             $10,386            $19,843
   Realized Net Gain                                     742              6,265
   Change in Unrealized Appreciation (Depreciation)   (1,298)                53
                                                   ----------------------------
        Net Increase in Net Assets Resulting from
        Operations                                     9,830             26,161
                                                   ----------------------------
DISTRIBUTIONS
   Net Investment Income                             (10,223)           (20,808)
   Realized Capital Gain                              (4,518)                --
                                                   ----------------------------
        Total Distributions                          (14,741)           (20,808)
                                                   ----------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                              58,192           130,539
   Issued in Lieu of Cash Distributions                11,572            15,646
   Redeemed                                           (68,649)          (90,903)
                                                   -----------------------------
        Net Increase from Capital Share Transactions    1,115            55,282
- --------------------------------------------------------------------------------
   Total Increase (Decrease)                           (3,796)           60,635
- --------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                380,754           320,119
                                                   ----------------------------
   End of Period                                     $376,958          $380,754
================================================================================
1Shares Issued (Redeemed)
   Issued                                               5,664            12,503
   Issued in Lieu of Cash Distributions                 1,135             1,509
   Redeemed                                            (6,685)           (8,731)
                                                   ----------------------------
         Net Increase in Shares Outstanding               114             5,281
================================================================================

                                       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>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                          PREFERRED STOCK FUND
FOR A SHARE OUTSTANDING                                SIX MONTHS ENDED                 YEAR ENDED OCTOBER 31,
THROUGHOUT EACH PERIOD                                   APRIL 30, 1999         1998     1997        1996      1995      1994
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>       <C>         <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $10.36            $10.17    $9.67       $9.61     $8.35     $9.99
INVESTMENT OPERATIONS
        Net Investment Income                                 .280               .58      .63         .69       .66       .66
        Net Realized and Unrealized Gain (Loss)
          on Investments                                     (.015)              .22      .53         .04      1.25     (1.46)
                                                            -------------------------------------------------------------------
          Total from Investment Operations                    .265               .80     1.16         .73      1.91      (.80)
                                                            -------------------------------------------------------------------
DISTRIBUTIONS
        Dividends from Net Investment Income                 (.280)             (.61)    (.66)       (.67)     (.65)     (.70)
        Distributions from Realized Capital Gains            (.125)               --       --          --        --      (.14)
                                                            -------------------------------------------------------------------
          Total Distributions                                (.405)             (.61)    (.66)       (.67)     (.65)     (.84)
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $10.22            $10.36   $10.17       $9.67     $9.61     $8.35
==============================================================================================================================
TOTAL RETURN                                                 2.60%             8.00%   12.44%       8.04%    23.79%    -8.45%
==============================================================================================================================
RATIOS/SUPPLEMENTAL DATA
        Net Assets, End of Period (Millions)                  $377              $381     $320        $286      $308      $305
        Ratio of Total Expenses to
          Average Net Assets                                0.37%*             0.36%    0.37%       0.39%     0.52%     0.51%
        Ratio of Net Investment Income to
          Average Net Assets                                5.52%*             5.60%    6.41%       7.23%     7.43%     7.27%
        Portfolio Turnover Rate                               11%*               39%      34%         31%       20%       27%
==============================================================================================================================
</TABLE>
*Annualized.

NOTES TO FINANCIAL STATEMENTS
Vanguard  Preferred Stock 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.  Bonds
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.  Temporary cash
investments are valued at 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.

                                       15
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

2. FEDERAL INCOME TAXES:  The fund intends to continue to qualify as a regulated
investment  company and distribute all of its taxable  income.  Accordingly,  no
provision for federal income taxes is required in the financial statements.

3. REPURCHASE  AGREEMENTS:  The fund,  along with other members of The Vanguard
Group,  transfers  uninvested  cash balances to a Pooled Cash Account,  which is
invested  in  repurchase  agreements  secured  by  U.S.  government  securities.
Securities  pledged  as  collateral  for  repurchase  agreements  are  held by a
custodian bank until the  agreements  mature.  Each agreement  requires that the
market value of the  collateral be sufficient to cover  payments of interest and
principal;  however, in the event of default or bankruptcy by the other party to
the agreement, retention of the collateral may be subject to legal proceedings.

4. DISTRIBUTIONS:  Distributions to shareholders are recorded on the ex-dividend
date.  Distributions  are  determined  on a tax  basis and may  differ  from net
investment income and realized capital gains for financial reporting purposes.

5.  OTHER:  Dividend  income  is  recorded  on the  ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Wellington Management Company, llp, provides investment advisory services to
the fund for a fee calculated at an annual percentage rate of average net
assets. For the six months ended April 30, 1999, the advisory fee represented an
effective annual rate of 0.13% of the fund's average net assets.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  Board of  Trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At April 30,  1999,  the fund had  contributed  capital of $63,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.09% of  Vanguard's  capitalization.  The fund's  Trustees and officers are
also Directors and officers of Vanguard.

D. The fund's custodian bank has agreed to reduce its fees when the fund
maintains cash on deposit in the non-interest-bearing custody account. For the
six months ended April 30, 1999, custodian fee offset arrangements reduced
expenses by $3,000.

E. During the six months ended April 30, 1999, the fund purchased $20,064,000 of
investment securities and sold $20,607,000 of investment securities, other than
U.S. government securities and temporary cash investments. Sales of U.S.
government securities were $11,391,000.

F. At April 30, 1999, net unrealized appreciation of investment securities for
financial reporting and federal income tax purposes was $18,620,000, consisting
of unrealized gains of $19,736,000 on securities that had risen in value since
their purchase and $1,116,000 in unrealized losses on securities that had fallen
in value since their purchase.


                                       16
<PAGE>



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

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

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

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

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

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

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

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

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

                              OTHER FUND OFFICERS

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

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

                            OTHER VANGUARD OFFICERS

R. GREGORY BARTON
Managing Director, Legal Department.

ROBERT A. DISTEFANO
Managing Director, Information Technology.

JAMES H. GATELY
Managing Director, Individual Investor Group.

KATHLEEN C. GUBANICH
Managing Director, Human Resources.

IAN A. MACKINNON
Managing Director, Fixed Income Group.

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

MICHAEL S. MILLER
Managing Director, Planning and Development.

RALPH K. PACKARD
Managing Director and Chief Financial Officer.

GEORGE U. SAUTER
Managing Director, Core Management Group.


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

<PAGE>

                                    VANGUARD
                                   MILESTONES

[GRAPHIC]

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

                                   [GRAPHIC]

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

                                   [GRAPHIC]

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

[THE VANGUARD GROUP LOGO]

Post Office Box 2600
Valley Forge, Pennsylvania 19482

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

www.vanguard.com

All Vanguard  funds are offered by prospectus  only.  Prospectuses  contain more
complete information on advisory fees,  distribution charges, and other expenses
and should be read carefully  before you invest or send money.  Prospectuses can
be obtained directly from The Vanguard Group.

Q382-06/14/1999

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



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