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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
_______________________________________________________________________________
1. Name and Address of Issuer:
VANGUARD EQUITY INCOME FUND, INC.
THE VANGUARD GROUP, INC.
c/o Vanguard Financial Center
P. O. Box 2600
Valley Forge, Pennsylvania 19482-2600
_______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
N/A
_______________________________________________________________________________
3. Investment Company Act File Number:
Investment Company Act of 1940 File No.: 811-5445
Securities Act of 1933 File No.: 33-19446
_______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
9/30/96
_______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration.
N/A [ ]
_______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
_______________________________________________________________________________
7. Number and amount of securities of the same class of series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
_______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
NONE
_______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
26,101,877 Shares
$437,085,930. Aggregate Sales Price
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant
to rule 24f-2:
26,101,877 Shares
$437,085,930. Aggregate Sales Price
_______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7):
N/A
_______________________________________________________________________________
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in $ $437,085.930.
reliance on rule 24f-2 (from Item 10): ------------------------------------------
(ii) Aggregate price of shares issued in connection with dividend + N/A
reinvestment plans (from Item 11, if applicable): ------------------------------------------
(iii) Aggregate price of shares redeemed or repurchased during the - $232,738,835.
fiscal year (if applicable): ------------------------------------------
(iv) Aggregate price of shares redeemed or repurchased and previously + N/A
applied as a reduction to filing fees pursuant to rule 24e-2 (if ------------------------------------------
applicable):
(v) Net aggregate price of securities sold and issued during the fiscal $204,347,095.
year in reliance on rule 24f-2 (line (i), plus line (ii), less line (iii), ------------------------------------------
plus line (iv) (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 x 1/33 of 1%
or other applicable law or regulation (see Instruction C.6): ------------------------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $61,923.36
==========================================
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
_______________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*______________________________________________________
Raymond J. Klapinsky, Senior Vice President and Secretary
Date:_________________
*Please print the name and title of the signing officer below the signature.
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November 25, 1996 EXHIBIT "B"
VANGUARD EQUITY INCOME FUND, INC.
1300 Morris Drive, P. O. Box 876
Valley Forge, PA 19482
Gentlemen:
I am acting as counsel to VANGUARD EQUITY INCOME FUND, INC. (the "Fund"), in
connection with its registration as an open-end management investment company
under the Investment Company Act of 1940 ("1940 Act"), as amended. It is in my
capacity as counsel to the Fund that I am furnishing you this opinion.
I have examined the Fund's: (1) Articles of Incorporation, and amendments
thereto; (2) minutes of the meetings of shareholders and Directors; (3)
Notification of Registration on Form N-8A under the 1940 Act; (4)
Registration on Form N-1A under the Securities Act of 1933 ("1933 Act") and
1940 Act, and all amendments thereto; and (5) all other relevant documents
and records, as well as the procedures and requirements relative to the
issuance and sale of the Fund's shares.
The Fund is authorized to issue 1,000,000,000 shares of its common stock with a
par value of $.001 per share. On September 30, 1996 (the end of the Fund's
fiscal year), the Fund had issued and outstanding a total of approximately
74,022,181 shares.
My examination also disclosed the following information:
1. On October 1, 1996, (the beginning of the Fund's fiscal year), the
Fund did not have any securities registered under the 1933 Act other than
pursuant to Rule 24f-2 of the 1940 Act.
2. During the fiscal year ended September 30, 1996, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended September 30, 1996, the Fund sold a total
of approximately 26,101,877 shares, having an aggregate sales price of
$437,085,930. in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
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4. During the fiscal year ended September 30, 1996, the Fund redeemed
13,877,258 shares, having a total aggregate redemption price of $232,738,835.
You have instructed me to file, on behalf of the Fund, a Notice pursuant to
Rule 24f-2 of the 1940 Act, for the purpose of registering, under the 1933 Act,
the shares set forth above which were sold by the Fund during the fiscal year.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and subsisting corporation of the State of
Maryland, authorized to issue 1,000,000,000 shares of its common stock, with a
$.001 par value;
2. The proposed registration of the 26,101,877 shares of (the Fund's)
common stock sold by the Fund during the fiscal year ended September 30, 1996,
pursuant to Rule 24f-2 of the 1940 Act is proper, and that such shares, which
were issued for a consideration deemed by the Board of Directors to be
consistent with the Fund's Articles of Incorporation, were lawfully issued,
fully paid, and non-assessable;
3. The holders of such shares have all the rights provided with respect
to such holdings by the Articles of Incorporation and the laws of the State of
Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice filed on behalf of the Fund, covering the registration of such shares
under the 1933 Act, and to the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws of the states
in which shares of the Fund are offered. I further consent to reference in the
Prospectus of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by me.
Very truly yours,
By: Raymond J. Klapinsky
Counsel
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