MARCH 23, 1994


U.S. SECURITIES & EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, DC  20549

ATTENTION:  RUTH SANDERS

DEAR MS. SANDERS:

ON MARCH 15, 1994, VANGUARD/MORGAN GROWTH FUND, INC. WAS ATTEMPTING TO FILE
A FORM N-14, AND MISTAKENLY PLACED THE N-14/A TAG ON THE SUBMISSION HEADER.
THE ACCESSION NUMBER FOR THE FILING WAS 0000950113-94-000041.  IN ADDITION,
AN INCORRECT FILE NUMBER (2-29601) WAS USED FOR THIS FILING.  THE ERRORS WERE
CORRECTED, AND A SEPARATE FILING WAS SUBMITTED.

WE RESPECTFULLY REQUEST THAT THE INCORRECT FILING BE WITHDRAWN AT YOUR
EARLIEST CONVENIENCE.

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT ME AT (610)669-6289.


VANGUARD/MORGAN GROWTH FUND, INC.


By:_____________________________
   Paul F. Gallagher
   Assistant General Counsel