VANGUARD BALANCED INDEX FUND INC
24F-2NT, 1996-02-28
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<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24f-2

            Read Instructions at end of  Form before preparing Form.
                             Please print or type.


1.       Name and address of issuer:

         VANGUARD BALANCED INDEX FUND, INC.

2.       Name of each series or class of funds for which this notice is filed:

         None

3.       Investment Company Act File Number:       811-7023

         Securities Act File Number:               33-48863

4.       Last day of fiscal year  for which this notice is filed:   12/31/95

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:

                                                                    /   /

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 or 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 sales price of securities sold during the fiscal
         year:

         16,405,239   Shares
         $192,974,942 Aggregate Sales Price
<PAGE>   2
10.      Number and aggregate sales price of securities sold during the fiscal
         year in reliance upon registration pursuant to rule 24f-2:

         16,405,239 Shares
         $192,974,942 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):

         None

12.      Calculation of registration fee:

<TABLE>
         <S>                                                                        <C>
         (i)     Aggregate sales price of securities sold during the fiscal
                 year in reliance on rule 24f-2 (from Item 10):                     $192,974,942

         (ii)    Aggregate price of shares issued in connection with dividend
                 reinvestment plans (from Item 11, if applicable):                  +   - 0 -

         (iii)   Aggregate price of shares redeemed or repurchased during the
                 fiscal year (if applicable):                                       - 104,837,695

         (iv)    Aggregate price of shares redeemed or repurchased and
                 previously applied as a reduction to filing fees pursuant to
                 rule 24f-2 (if applicable):                                        +   -------

         (v)     Net aggregate price of securities sold and issued during the
                 fiscal year in reliance on rule 24f-2 [line (I), plus line
                 (ii), less line  (iii), plus line (iv)] (if applicable):           $88,137,247

         (vi)    Multiplier prescribed by Section 6(b) of the Securities Act of
                 1933 or other applicable law or regulation (see Instruction        
                 C.6):                                                              x 1/29 of 1%

         (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:            $30,392.15
</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).

                                                            /  X /

         Date of mailing or wire transfer of filing fees to the Commission's
         lockbox depository:

         February 23, 1996

                                   SIGNATURES


         This report has been signed below by the following persons on behalf
         of the issuer and in the capacities and on the dated indicated:

         By (Signature and Title)          RAYMOND J. KLAPINSKY
                                  --------------------------------------------
                                  Raymond J. Klapinsky, Secretary


         Date:   February 28, 1996
<PAGE>   3

EXHIBIT "A"




February 28, 1996



Vanguard Balanced Index Fund, Inc.
100 Vanguard Boulevard
Malvern, PA  19355

Gentlemen:

Vanguard Balanced Index Fund, Inc. (the "Fund") is a corporation organized
under Maryland law under Articles of Incorporation dated July 14, 1992.  I have
acted as counsel to the Fund since its initial 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 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
common stock; par value $1.00 per share.

The Fund is legally authorized to issue 1,000,000,000 shares of common stock
with a $.10 par value.  On December 31, 1995, (the end of the Fund's fiscal
year), the Fund had 46,201,841 shares of common stock issued and outstanding.

My examination also disclosed the following information:

1.       On January 1, 1995, (the beginning of the Fund's last fiscal year),
the Fund had no shares registered under the 1933 Act other than pursuant to
Rule 24f-2 of the 1940 Act, but which remained unsold on that date.

2.       During the fiscal year ended December 31, 1995, the Fund did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.

3.       During the fiscal year ended December 31, 1995, the Fund sold
16,405,239 shares of its common stock at an aggregate sales price of
$192,974,942 in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.  During the same fiscal year, the Fund redeemed 9,159,965 shares at an
aggregate redemption price of $104,837,695.
<PAGE>   4
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 16,405,239 shares which were sold by the Fund during the fiscal year in
reliance upon Rule 24f-2 of the 1940 Act.

Based upon the foregoing information and my examination, it is my opinion that:

1.       The Fund is a validly organized and subsisting corporation of the
State of Maryland, legally authorized to issue up to 1,000,000,000 shares with
a $.10 par value.

2.       The proposed registration of the 16,405,239 shares of the Fund in
reliance upon Rule 24f-2 of the 1940 Act is proper;

3.       Such shares, which were issued for a consideration deemed by the Board
of Directors to be consistent with the Articles of Incorporation, were legally
authorized and issued, fully paid and non-assessable; and

4.       The holders of such shares have 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
   ---------------------------
      (Raymond J. Klapinsky)
      Counsel

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