APRIL 26, 1994 U.S. SECURITIES & EXCHANGE COMMISSION 450 FIFTH STREET, N.W. WASHINGTON, DC 20549 ATTENTION: RUTH SANDERS DEAR MS. SANDERS: ON APRIL 15, 1994, VANGUARD/MORGAN GROWTH FUND, INC. WAS ATTEMPTING TO FILE A POST-EFFECTIVE AMENDMENT TO FORM N14, AND MISTAKENLY PLACED AN INCORRECT FILE NUMBER (2-29601) IN THE SUBMISSION HEADER FOR THE FILING. THE ACCESSION NUMBER FOR THE FILING IS 0000893220-94-000212. WE RESPECTFULLY REQUEST THAT THE AMENDMENT BE WITHDRAWN AT YOUR EARLIEST CONVENIENCE, PURSUANT TO RULE 477. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT ME AT (610)669-6289. VANGUARD/MORGAN GROWTH FUND, INC. Paul F. Gallagher Assistant General Counsel