UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                          CERTIFIED SHAREHOLDER REPORT
                                       OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07443

Name of Registrant: Vanguard Whitehall Funds

Address of Registrant: P.O. Box 2600
                       Valley Forge, PA 19482

Name and address of agent for service:      R. Gregory Barton, Esquire
                                            P.O. Box 876
                                            Valley Forge, PA 19482

Registrant's telephone number, including area code: (610) 669-1000

Date of fiscal year end:  October 31

Date of reporting period:  November 1, 2002 - April 30, 2003

Item 1: Reports to Shareholders


                     VANGUARD(R) INTERNATIONAL EXPLORER(TM) FUND

SEMIANNUAL REPORT
                [GRAPHIC ART]
                 APRIL 30, 2003

                                                          THE VANGUARD GROUP (R)


ETERNAL PRINCIPLES

Markets  change,  but the principles of successful  investing do not. During the
past few years,  radical upheaval in the stock market has displayed the power of
this simple truth to dramatic effect.

     In the late 1990s,  stocks  experienced one of the greatest bull markets in
financial  history.  Then, in March 2000,  the longest  downturn since the Great
Depression began.

     In both  bull and bear  markets,  however,  the  principles  of  successful
investing  are  identical:  balance,  diversification,  and  attention to costs.
Balance among stock, bond, and money market funds allows you to pursue long-term
growth while moderating your risk.  Diversification  limits your exposure to the
disasters  that can befall any one security or sector.  Attention to costs means
you keep a larger share of any rewards produced by your investments.

     These principles are timeless. In fact, they're the basis of our very first
mutual  fund--Vanguard(R)  Wellington(TM) Fund, a balanced portfolio established
in 1929. Over time, balance, diversification, and attention to costs have proven
to be the master keys to investment success.

================================================================================
SUMMARY
- --------------------------------------------------------------------------------
*    Vanguard International Explorer Fund returned 5.8% in the first half of its
     2003 fiscal year.

*    International  stocks  struggled  before  closing  the period with a strong
     rally.

*    The fund's six-month result came up short of the returns of its mutual fund
     peers and an index of small  international  stocks,  but fared well against
     the return of a broad benchmark of international stocks.
================================================================================

================================================================================
CONTENTS
- --------------------------------------------------------------------------------
   1  Letter from the Chairman
   4  Report from the Adviser
   7  Fund Profile
   9  Glossary of Investment Terms
  10  Performance Summary
  11  Results of Proxy Voting
  12  Financial Statements
  22  Advantages of Vanguard.com
================================================================================


================================================================================
LETTER FROM THE CHAIRMAN                            [Picture of John J. Brennan]

Fellow Shareholder,

Vanguard  International Explorer Fund recorded a gain of 5.8% for the six months
ended April 30, 2003. This result,  which was solid in absolute terms, was a bit
shy of the  returns  of the  average  international  small-capitalization  stock
mutual fund and the Citigroup  Extended Market Europe & Pacific (EM EPAC) Index,
a broad measure of small  international  stocks. The adjacent table presents the
six-month total returns (capital change plus reinvested  distributions)  of your
fund and its comparative measures. The per-share components of the fund's return
appear on page 3.

===============================================
TOTAL RETURNS                  SIX MONTHS ENDED
                                 APRIL 30, 2003
- -----------------------------------------------
VANGUARD INTERNATIONAL EXPLORER FUND       5.8%
Average International Small-Cap Fund*      6.1
Citigroup EM EPAC Index                    6.8
MSCI All Country World Index Free ex USA   3.1
- -----------------------------------------------
*Derived from data provided by Lipper Inc.

     On an absolute  basis,  the fund benefited in general from the  late-period
surge in international  stocks,  and specifically from the strong performance of
its  investments  in  consumer-related  stocks  and some  technology  companies.
Relative to its  comparative  measures,  the fund's  emphasis on stocks in small
Asian countries hurt performance.

MOST DEVELOPED MARKETS ROSE IN DOLLARS; MANY EMERGING MARKETS SURGED
During the six months ended April 30, investors in  international  markets added
the U.S.  intervention  in Iraq to a list of worries  that  included the general
state of the world economy and the potential for heightened  terrorist activity.
Amid  the  lengthy  buildup  to the war,  international  stock  markets  drifted
downward, until the mid-March invasion of Iraq sparked a rally late in the first
quarter.

     In the United  States,  the Wilshire 5000 Total Market Index  returned 5.0%
for the six months.  Stocks in the  world's  other  markets,  as measured by the
Morgan  Stanley  Capital  International  All  Country  World  Index Free ex USA,
declined in the aggregate but produced a 3.1% gain for U.S.-based investors as a
result of the weakening of the U.S. dollar.

     The  21  developed  international  markets  tracked  by  the  MSCI  Europe,
Australasia,  Far East (EAFE)  Index  declined in  local-currency  terms,  while
returning  1.8% in  dollars.  But  emerging  markets  were the true stars of the
period. The stock markets in Israel, the Czech Republic, and Brazil all recorded
strong gains in dollars.  Stocks in several politically  troubled Latin American
nations suffered as general labor strikes disrupted business activity.

                                                                               1


A ONE-MONTH RALLY PROPELLED THE INTERNATIONAL EXPLORER FUND
Your fund's 5.8%  six-month  return  represented  a strong  bounceback  from its
result in the 2002 fiscal year. Remarkably, the fund's fine absolute performance
was confined to a stretch of just a few weeks in April.  In fact, from the start
of its  fiscal  year on October  31,  2002,  through  March 31,  2003,  the fund
returned  -4.4%.  But a return of 10.6% in April  resulted  in a solid  positive
return for the half-year.

=====================================================================
MARKET BAROMETER                                        TOTAL RETURNS
                                         PERIODS ENDED APRIL 30, 2003
                                      -------------------------------
                                         SIX         ONE         FIVE
                                      MONTHS        YEAR       YEARS*
- ---------------------------------------------------------------------
STOCKS
MSCI All Country World Index Free
 ex USA (International)                 3.1%      -15.2%        -4.9%
Russell 1000 Index (Large-caps)         4.8       -13.5         -2.3
Russell 2000 Index (Small-caps)         7.6       -20.8         -2.5
Wilshire 5000 Index (Entire market)     5.0       -13.6         -2.6
- ---------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index             4.3%       10.5%         7.6%
 (Broad taxable market)
Lehman Municipal Bond Index             3.6         8.5          6.3
Citigroup 3-Month Treasury Bill Index   0.6         1.5          4.0
- ---------------------------------------------------------------------
CPI
Consumer Price Index                    1.4%        2.2%         2.5%
=====================================================================
*Annualized.

     Your  fund's  investment  adviser,  Schroder  Investment  Management  North
America, invests in a broadly diversified group of smaller- cap stocks in nearly
20  countries  not  including  the United  States.  During the six  months,  the
adviser's  selections among industrial  companies,  media firms, and information
technology   concerns   fared  well  overall.   However,   as  stated   earlier,
International  Explorer's  shortfall  to the EM EPAC  Index  was a result of its
emphasis  on the  stocks of small  Asian  countries.  In  addition,  the  fund's
consumer  cyclical  investments  (companies  that are  sensitive  to  changes in
economic conditions) posted a modest loss during the half-year; more than 20% of
the fund's assets were invested in these types of stocks.

     For details on the fund's  performance and its positioning,  see the Report
from the Adviser, which begins on page 4.

INTERNATIONAL STOCKS CAN BENEFIT A U.S.-FOCUSED PORTFOLIO
The exposure  that  Vanguard  International  Explorer Fund provides to small-cap
stocks in European,  Asian,  and emerging markets can add  diversification  to a
portfolio  concentrated in U.S. securities.  And the fund presents this exposure
at a cost that is far lower than that of similar funds. The fund's expense ratio
(annualized  operating  expenses as a  percentage  of average net assets) is, at
0.74%, less than half that of the 2.00% expense ratio of its average mutual fund
peer. That advantage works to your benefit year after year, a significant factor
over the long run.

================================================================================
THE FUND'S INDUSTRIAL,  MEDIA, AND INFORMATION TECHNOLOGY HOLDINGS FARED WELL IN
THE HALF-YEAR.
================================================================================

2


     As we would recommend with any international  investment,  we advise you to
use the  fund as just  one  component  of a widely  diversified  portfolio  that
includes  allocations to U.S. stock,  bond, and money market funds.  Maintaining
diversification  is  the  best  way  to  ensure  that  your  portfolio  combines
opportunities  for growth  with the  potential  to offset  some of the  markets'
periodic declines.

     We thank you for your continued trust and confidence.


Sincerely,

/s/ John J. Brennan

John J. Brennan
Chairman and Chief Executive Officer

May 19, 2003




================================================================================
YOUR FUND'S PERFORMANCE AT A GLANCE              OCTOBER 31, 2002-APRIL 30, 2003

                                                       DISTRIBUTIONS PER SHARE
                                                     ---------------------------
                             STARTING       ENDING      INCOME         CAPITAL
                          SHARE PRICE  SHARE PRICE   DIVIDENDS           GAINS
- --------------------------------------------------------------------------------
International Explorer Fund     $8.11        $8.52       $0.06           $0.00
================================================================================

                                                                               3


================================================================================
REPORT FROM THE ADVISER

In the first half of fiscal 2003, Vanguard  International Explorer Fund returned
5.8%, a result that was below the 6.8% return of the Citigroup EM EPAC Index,  a
broad measure of small non-U.S. stocks.

THE INVESTMENT ENVIRONMENT
Global  equity  markets  retreated  throughout  most  of the  six-month  period,
reflecting  concern over the prospect of hostilities in the Middle East,  rising
oil prices,  and weakness in leading  indicators  of global  economic  activity.
Corporate spending showed little sign of recovery,  with discretionary  spending
kept to a bare  minimum  and  technology  spending  focused  on cost  reduction.
Consumer  spending in the United States and the United  Kingdom,  which had been
relatively resilient,  showed evidence of fading. Further cuts in interest rates
by central banks were largely ignored by equity investors.

     Thanks to a strong rally that began in mid-March, which was led by European
equities,  many stocks recorded positive returns in the six months. The recovery
of  European  stocks at the end of the period  was  partly a  reaction  to their
relative weakness at its beginning.  In contrast,  Asian markets marked time. In
Japan,  the  reorganization  of corporate  pension  schemes  resulted in selling
pressure,  while the rest of Asia was  preoccupied  with the  posturing of North
Korea and the eruption of the SARS (Severe Acute Respiratory Syndrome) virus.

     Across  all  major  regions,   small-capitalization   stocks   outperformed
large-caps during the six months.  The 6.8% return of the EM EPAC Index was well
ahead of the 1.8% return of the MSCI EAFE Index. The  outperformance  of smaller
companies  was  particularly  evident  in Asia.  However,  during the rally that
followed the U.S.-led invasion of Iraq,  European large-cap stocks recouped much
of the  ground  they had lost  relative  to  smaller  companies  earlier  in the
half-year.

================================================================================
INVESTMENT PHILOSOPHY

THE ADVISER BELIEVES THAT SUPERIOR LONG-TERM  INVESTMENT RESULTS CAN BE ACHIEVED
IN MARKETS  OUTSIDE THE UNITED STATES BY SELECTING  STOCKS OF SMALLER  COMPANIES
THAT ARE ATTRACTIVELY VALUED AND THAT HAVE SIGNIFICANT  COMPETITIVE  ADVANTAGES,
SOLID FUNDAMENTALS, HIGH-QUALITY MANAGEMENT, AND STRONG BALANCE SHEETS.
================================================================================

OUR SUCCESSES AND FAILURES
The fund's  performance lagged that of the benchmark during the period. The main
reason  for  this  was  the  fund's  country  allocation--most  critically,  our
positioning  in Asia.  Although our  underweighting  in Japanese  equities was a
positive  factor in the fund's  half-year  return,  our  emphasis on the smaller
Asian markets of Hong Kong,  Singapore,  and South Korea harmed performance.  We
also suffered

4


"opportunity  cost" due to our nil  weighting in  Australia,  where returns were
enhanced by a 12.7% rise in the currency versus the U.S. dollar.

     Another negative factor was our stock selection in Europe, where the fund's
financial  and  information   technology  stocks  performed  relatively  poorly.
Although  we reduced  the fund's  exposure  to  industrial  spending  during the
period, a number of the remaining holdings had a negative impact on performance.
Our  selections in Japan were also  disappointing.  The  deteriorating  economic
outlook in Japan particularly  affected retailing stocks, which are sensitive to
domestic consumer demand.

     On a more positive note, our hedge out of the yen and into the euro yielded
gains as the euro rose 9.8% against the yen.  Our stock  selection in the United
Kingdom was also a positive  factor,  as a number of  holdings  in the  consumer
discretionary  (particularly  media and housing),  industrials,  and information
technology sectors performed relatively well.

THE FUND'S POSITIONING
The rally in equity  markets  that  followed  the  outbreak of war with Iraq has
proved  to  be  somewhat   more  durable  than  might  have  been   anticipated,
particularly  since, apart from a substantial  decline in oil prices, the global
economic picture remains uncertain. There appear to be few grounds for expecting
a rapid acceleration in economic growth, because industrial capacity utilization
is low and weakness in the U.S.  dollar is adding to  deflationary  pressures in
Europe and Japan. On the other hand,  expectations for global economic  activity
were already modest, and--assuming a reduction in geopolitical uncertainty--some
stabilization is possible.

     In most  markets,  smaller  companies  continue  to  represent  good  value
relative to large  companies.  Furthermore,  if global activity  remains subdued
overall,  we believe that smaller companies will remain attractive to the extent
that they can  exploit  pockets of growth and  pricing  power.  We  continue  to
concentrate  on companies that offer  relative  visibility of earnings,  have an
identifiable management quality, and focus on their shareholders.

     For example,  in Europe we are  focusing on the  peripheral  countries  for
which monetary and/or fiscal conditions are relatively loose, and we are putting
less emphasis on core countries,  such as Germany, where these conditions appear
overly restrictive. This has resulted in additions to our investments in Greece,
Ireland,  and  Spain in the last six  months,  while  the fund  continues  to be
overweighted  versus the benchmark in the U.K. and the Scandinavian  markets. As
mentioned  previously,  we reduced the fund's exposure to industrial spending in
Europe (particularly in information technology and outsourcing). We also trimmed
the fund's health care holdings,  reflecting the increased  pressure on national
governments to rein in medical costs.

                                                                               5


     Our positive view of the U.K.  market is supported by evidence of increased
merger and  acquisition  activity  there.  Inexpensive  valuations and declining
corporate  bond  yields are  providing  encouragement  to both trade and private
equity  buyers,  which should focus  attention on smaller  companies as an asset
class.

     In Asia, we remain  cautious about Japan.  The overall  economic  situation
continues to provide a poor  backdrop for corporate  profitability.  Exports are
becoming  less  supportive  to  growth,   and  there  is  little  evidence  that
deflationary   pressures  are  responding  to  monetary  stimulus.   The  recent
strengthening of the yen versus the U.S. dollar can only add to these pressures.
Elsewhere in Asia,  other  economies also face a slowdown in export growth,  but
this should be cushioned by the weakening of regional currencies relative to the
dollar and by the continuing shift of manufacturing into the region.  Valuations
remain  compelling,  and although the present concerns in the region,  including
SARS and North Korea,  are likely to add to  volatility  in the short term,  the
fund remains overweighted in these markets.

Matthew Dobbs, Senior Vice President
Schroder Investment Management North America Inc.

May 15, 2003


6


================================================================================
FUND PROFILE                                                As of April 30, 2003

This Profile provides a snapshot of the fund's  characteristics,  compared where
appropriate with an unmanaged market index. Key terms are defined on page 9.

INTERNATIONAL EXPLORER FUND
======================================================
PORTFOLIO CHARACTERISTICS
                                             CITIGROUP
                             FUND               INDEX*
- ------------------------------------------------------
Number of Stocks             187                2,870
Turnover Rate               89%**                  --
Expense Ratio             0.74%**                  --
Cash Investments             5.9%                  --
- ------------------------------------------------------
======================================================
TEN LARGEST HOLDINGS (% of total net assets)

Venture Corporation Ltd.                1.3%
  (electronics)
Paragon Group Companies PLC             1.3
  (financial services)
Galen Holdings PLC                      1.3
  (pharmaceuticals)
Lindt & Spruengli AG                    1.3
  (food, beverage, and tobacco)
Taylor Woodrow PLC                      1.2
  (real estate)
Fountain Set (Holdings) Ltd.            1.2
  (apparel and textiles)
Enterprise Inns PLC                     1.1
  (leisure)
Koram Bank                              1.1
  (banking)
BPP Holdings PLC                        1.0
  (media)
Forth Ports PLC                         1.0
  (transportation)
- ------------------------------------------------------
Top Ten                                11.8%
======================================================
The "Ten Largest  Holdings"  excludes any temporary cash  investments and equity
index products.

=============================================
VOLATILITY MEASURES

                                    CITIGROUP
                          FUND         INDEX*
- ---------------------------------------------
R-Squared                 0.91           1.00
Beta                      1.05           1.00
=============================================

========================================================
SECTOR DIVERSIFICATION (% of portfolio)

                                               CITIGROUP
                               FUND               INDEX*
- --------------------------------------------------------
Basic Materials                3.1%                11.1%
Conglomerates                  2.8                  2.3
Consumer Cyclicals            19.1                 21.5
Consumer Noncyclicals         12.2                 10.2
Energy                         2.9                  1.5
Financials                    15.2                 20.3
Health Care                    4.3                  5.9
Industrial Goods & Services   18.7                 13.2
Technology                     6.7                  5.4
Telecommunications             2.7                  0.6
Transportation                 4.9                  4.5
Utilities                      1.5                  3.5
Cash Investments               5.9%                  --
========================================================

=======================================
ALLOCATION BY REGION (% of portfolio)

EUROPE           65%
PACIFIC          26%
CASH INVESTMENTS  6%
EMERGING MARKETS  3%
=======================================


*Citigroup EM EPAC Index.
**Annualized.

Country Diversification table is on the next page.

                                                            Visit our website at
                                                                WWW.VANGUARD.COM
                                         for regularly updated fund information.

                                                                               7


FUND PROFILES (continued)
- --------------------------------------------------------------------------------

===========================================
COUNTRY DIVERSIFICATION (% of portfolio)

                                  CITIGROUP
                      FUND           INDEX*
- -------------------------------------------
EUROPE
United Kingdom       27.2%            25.1%
Netherlands           6.4              5.3
Italy                 4.1              4.0
Spain                 3.8              3.9
Germany               3.2              6.6
Switzerland           3.2              6.5
France                2.9              8.4
Denmark               2.6              0.8
Belgium               2.4              1.0
Sweden                2.4              1.8
Greece                2.2              0.4
Finland               2.1              1.6
Ireland               1.8              0.9
Luxembourg            0.7              0.1
Austria               0.0              0.3
Norway                0.0              0.3
Portugal              0.0              0.3
- -------------------------------------------
Subtotal             65.0%            67.3%
- -------------------------------------------
PACIFIC
Japan                16.4%            22.3%
Hong Kong             6.5              2.0
Singapore             2.9              1.0
Australia             0.0              5.1
New Zealand           0.0              0.2
- -------------------------------------------
Subtotal             25.8%            30.6%
- -------------------------------------------
EMERGING MARKETS
South Korea           3.3%             1.9%
- -------------------------------------------
Subtotal              3.3%             1.9%
- -------------------------------------------
NORTH AMERICA
United States         0.0%             0.2%
- -------------------------------------------
Subtotal              0.0%             0.2%
- -------------------------------------------
Cash Investments      5.9%              --
- -------------------------------------------
Total               100.0%           100.0%
- -------------------------------------------
*Citigroup EM EPAC Index.

8

================================================================================
GLOSSARY OF INVESTMENT TERMS

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  typically  would have seen its share price rise or fall by 12% when the
overall market rose or fell by 10%. However, a fund's beta should be reviewed in
conjunction with its R-squared (see definition  below). The lower the R-squared,
the less correlation  there is between the fund and the benchmark,  and the less
reliable beta is as an indicator of volatility.
- --------------------------------------------------------------------------------
CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash invested in futures contracts or swap agreements.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
returns  were  precisely  synchronized  with the overall  market's  return,  its
R-squared  would be 1.00.  If the fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0.
- --------------------------------------------------------------------------------
TURNOVER  RATE. An indication of the fund's  trading  activity.  Funds with high
turnover rates incur higher  transaction costs and are more likely to distribute
capital gains (which are taxable to investors).
- --------------------------------------------------------------------------------


                                                                               9


================================================================================
PERFORMANCE SUMMARY                                         As of April 30, 2003

All of the returns in this report  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.  An investor's  shares,  when
redeemed,  could be worth more or less than their  original  cost.  The  returns
shown do not reflect taxes that a shareholder would pay on fund distributions or
on the redemption of fund shares.

INTERNATIONAL EXPLORER FUND
- --------------------------------------------------------------------------------
FISCAL-YEAR TOTAL RETURNS (%) November 4, 1996-April 30, 2003

SCALE RANGE   -40% TO 80%

      INTERNATIONAL   CITIGROUP EM
      EXPLORER FUND   EPAC INDEX
      --------------  ----------------
1997      -7.7%          -6.2%
1998       7.9            1.1
1999      65.4           18.0
2000      22.3           -2.2
2001     -28.7          -19.2
2002      -9.2           -6.4
2003*      5.8            6.8


*Six months ended April 30, 2003.
Note: See Financial Highlights table on page 18 for dividend and capital gains
information.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS for periods ended March 31, 2003

This table  presents  average annual total returns  through the latest  calendar
quarter--rather  than  through  the end of the  fiscal  period.  Securities  and
Exchange Commission rules require that we provide this information.

                                                             SINCE INCEPTION
                                            ONE    FIVE  -----------------------
                       INCEPTION DATE      YEAR   YEARS  CAPITAL  INCOME   TOTAL
- --------------------------------------------------------------------------------
INTERNATIONAL EXPLORER FUND 11/4/1996   -22.20%   4.01%    2.94%   0.56%   3.50%
- --------------------------------------------------------------------------------

10


================================================================================
NOTICE TO SHAREHOLDERS

At a special  meeting of  shareholders  on December 3, 2002,  fund  shareholders
approved the following proposal:

- -    ELECT  TRUSTEES  FOR THE FUND.* The  individuals  listed in the table below
     were elected as trustees for the fund.  All trustees  served as trustees to
     the fund prior to the shareholder meeting.

- --------------------------------------------------------------------------------
TRUSTEE                           FOR           WITHHELD          PERCENTAGE FOR
- --------------------------------------------------------------------------------
John J. Brennan           887,330,003         25,858,480                   97.2%
Charles D. Ellis          888,187,234         25,001,249                   97.3
Rajiv L. Gupta            886,074,024         27,114,458                   97.0
JoAnn Heffernan Heisen    887,993,494         25,194,989                   97.2
Burton G. Malkiel         885,287,279         27,901,204                   96.9
Alfred M. Rankin, Jr.     888,562,679         24,625,804                   97.3
J. Lawrence Wilson        885,572,035         27,616,448                   97.0
- --------------------------------------------------------------------------------
*Results are for all funds within the same trust.


Note: Vote tabulations are rounded to the nearest whole number.

                                                                              11


================================================================================
FINANCIAL STATEMENTS                                  April 30, 2003 (unaudited)

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  (common  stocks,  bonds,  etc.) and by
country.  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.  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, but
may  differ  because  certain   investments  or  transactions   may  be  treated
differently  for  financial  statement  and tax purposes.  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 be
realized if the fund were to sell all of its investments at their statement-date
values.

================================================================================
                                                                          MARKET
                                                                          VALUE*
INTERNATIONAL EXPLORER FUND                        SHARES                  (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (94.1%)
- --------------------------------------------------------------------------------
BELGIUM (2.4%)
  Colruyt NV                                       11,160                    729
* Mobistar SA                                      17,168                    559
  Agfa Gevaert NV                                  27,430                    545
  Umicore                                           7,090                    322
  Distrigaz                                           216                    176
  Fluxys-D                                              2                      2
                                                                      ----------
                                                                           2,333
                                                                      ----------
DENMARK (2.6%)
* Topdanmark A/S                                   23,300                    760
  Novozymes A/S                                    20,080                    490
  Danisco A/S                                      11,420                    417
  Group 4 Falck A/S                                20,270                    353
* Jyske Bank A/S                                   10,503                    343
  ISS A/S                                           4,160                    156
                                                                      ----------
                                                                           2,519
                                                                      ----------
FINLAND (2.1%)
* Elisa Oyj Class A                                71,380                    550
  KCI Konecranes Oyj                               20,060                    437
  Alma Media Corporation-II                        19,428                    423
  YIT-Yhtyma Oyj                                   23,500                    420
  Amer Group Ltd.                                   6,910                    208
                                                                      ----------
                                                                           2,038
                                                                      ----------
FRANCE (2.9%)
  Unibail Co.                                       9,360                    626
  Technip-Coflexip SA                               6,280                    514
  Eiffage SA                                        4,950                    429
  Gecina SA                                         2,640                    297
  Groupe Bourbon SA                                 4,070                    294
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                   SHARES                  (000)
- --------------------------------------------------------------------------------
  Tessi SA                                         12,971                    246
  Linedata Services                                18,500                    235
  Groupe Partouche SA                               1,927                     97
                                                                      ----------
                                                                           2,738
                                                                      ----------
GERMANY (3.2%)
  Rhoen-Klinikum AG                                14,950                    559
  Deutsche Boerse AG                               10,210                    479
  Beru AG                                           8,360                    436
  Hugo Boss AG Pfd.                                20,563                    263
  Porsche AG                                          710                    261
  Medion AG                                         6,679                    250
  GEHE AG                                           6,140                    244
* Techem AG                                        24,000                    230
  Vossloh AG                                        4,560                    160
  Takkt AG                                         16,690                     81
  Solarworld AG                                    12,332                     58
                                                                      ----------
                                                                           3,021
                                                                      ----------
GREECE (2.2%)
* Public Power Corp.                               45,360                    687
  Cosmote Mobile
    Communications SA                              59,255                    614
  Greek Organization of
    Football Prognostics                           62,840                    574
  Teletipos SA                                     44,950                    269
                                                                      ----------
                                                                           2,144
                                                                      ----------
HONG KONG (6.5%)
  Fountain Set (Holdings) Ltd.                  1,650,000                  1,121
  Asia Satellite
    Telecommunications
    Holdings Ltd.                                 700,000                    969
================================================================================

12

================================================================================
                                                                          MARKET
                                                                          VALUE*
                                                   SHARES                  (000)
- --------------------------------------------------------------------------------
  China Merchants Holdings
    International Co. Ltd.                      1,169,000                    922
  Yue Yuen Industrial
   (Holdings) Ltd.                                425,000                    872
* Hong Kong Exchanges &
    Clearing Ltd.                                 634,000                    740
  Kingmaker Footwear
    Holdings Ltd.                               2,401,836                    585
  Tan Chong International Ltd.                  2,862,000                    360
  Dah Sing Financial Group                         66,000                    301
  i-CABLE Communications Ltd.                     727,000                    162
  Clear Media Ltd.                                346,000                    157
                                                                      ----------
                                                                           6,189
                                                                      ----------
IRELAND (1.8%)
  First Active PLC                                114,700                    685
* Anglo Irish Bank Corp. PLC                       63,770                    480
  DCC PLC                                          31,667                    392
  United Drug PLC                                  14,750                    204
                                                                      ----------
                                                                           1,761
                                                                      ----------
ITALY (4.1%)
* Compagnie Industriali
    Riunite SpA                                   543,280                    608
  Interpump Group SpA                             133,370                    561
* Autogrill SpA                                    44,040                    430
  Mondadori (Arnoldo)
    Editore SpA                                    60,100                    426
  Italmobiliare SpA                                10,910                    420
  Permasteelisa SpA                                22,710                    413
  Italmobiliare SpA
    Non-Convertible Risp.                          16,940                    406
  Bayerische Vita SpA                             103,010                    325
  Autostrada Torino-
    Milano SpA                                     28,360                    309
                                                                      ----------
                                                                           3,898
                                                                      ----------
JAPAN (16.4%)
  Tsubaki Nakashima Co., Ltd.                     139,500                    935
  Ushio Inc.                                       67,000                    753
  Arisawa Mfg. Co., Ltd.                           30,470                    706
  Glory Ltd.                                       33,000                    678
  Japan Airport Terminal Co., Ltd.                114,000                    648
* SKY Perfect
    Communications Inc.                               755                    572
  Sato Corp.                                       33,000                    567
  Belluna Co., Ltd.                                15,000                    548
  XEBIO Co., Ltd.                                  33,000                    535
  Yokogawa Electric Corp.                          73,000                    520
  Drake Beam Morin Japan Inc.                      15,100                    512
  KOA Corp.                                       102,000                    466
  Nippon Thompson Co., Ltd.                       134,000                    465
* Columbia Music
    Entertainment, Inc.                           589,000                    444
  Yushiro Chemical
    Industry Co., Ltd.                             75,000                    440
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                   SHARES                  (000)
- --------------------------------------------------------------------------------
  Katokichi Co., Ltd.                              28,900                    425
  Nippon Chemi-Con Corp.                          140,000                    407
  Tokyo Ohka Kogyo Co., Ltd.                       27,000                    389
  ABC-Mart Inc.                                    35,000                    377
* D & M Holdings Inc.                             155,000                    377
  Park24 Co., Ltd.                                 22,000                    355
* UMC Japan                                           429                    338
  Meitec Corp.                                     13,000                    330
  Tokyo Individual Educational
    Institute, Inc.                                41,200                    326
  Resorttrust, Inc.                                17,000                    323
  Sumitomo Titanium Corp.                          31,000                    307
* Sammy Corp.                                      14,800                    304
  Arc Land Sakamoto Co., Ltd.                      39,000                    294
  Sanyo Chemical Industries, Ltd.                  48,000                    263
  Nishimatsuya Chain Co., Ltd.                     11,700                    259
* Nissin Co., Ltd.                                117,600                    514
  Sumitomo Warehouse Co. Ltd.                     101,000                    206
  Idec Izumi Corp.                                 60,500                    201
  Trusco Nakayama Corp.                            18,300                    199
  Inaba Denki Sangyo Co., Ltd.                     15,800                    192
  Paris Miki Inc.                                  16,000                    192
  Meiko Shokai Co., Ltd.                           21,000                    158
  Toho Real Estate Co., Ltd.                       38,000                    127
  Shoeisha Co., Ltd.                                  107                     56
  Sammy Corp. Warrants Exp.
    6/30/2006                                       1,480                     --
                                                                      ----------
                                                                          15,708
                                                                      ----------
LUXEMBOURG (0.7%)
* Transcom WorldWide SA                           397,360                    632
                                                                      ----------
NETHERLANDS (6.4%)
* Laurus NV                                       580,530                    803
* IHC Caland NV                                    13,650                    705
* Euronext NV                                      25,600                    566
  Oce NV                                           60,030                    565
  Imtech NV                                        38,500                    559
  CSM NV                                           26,687                    522
* New Skies Satellites NV                          97,450                    454
* Eurocommercial Properties NV                     18,740                    424
* Koninklijke Numico NV                            43,670                    407
  Van Der Moolen Holdings NV                       36,480                    375
  Nutreco Holding NV                               20,890                    326
* Exact Holding NV                                 17,550                    213
  Airspray NV                                       9,460                    190
                                                                      ----------
                                                                           6,109
                                                                      ----------
SINGAPORE (2.9%)
  Venture Corporation Ltd.                        155,000                  1,292
  Singapore Airport Terminal
    Services Ltd.                                 607,000                    520
* ComfortDelgro Corp. Ltd.                        585,297                    270
  Sembcorp Logistics Ltd.                         254,000                    256
================================================================================

                                                                              13

================================================================================
                                                                          MARKET
                                                                          VALUE*
INTERNATIONAL EXPLORER FUND                        SHARES                  (000)
- --------------------------------------------------------------------------------
Informatics Holdings Ltd.                         641,000                    242
Sembcorp Industries Ltd.                          335,000                    223
                                                                      ----------
                                                                           2,803
                                                                      ----------
SOUTH KOREA (3.3%)
  Koram Bank                                      160,000                  1,042
* Hyundai Mobis                                    43,000                    855
  Hyundai Department
    Store Co., Ltd.                                34,600                    567
  Hyundai Department
    Store H&S Co. Ltd.                             35,400                    415
  Seoul Securities Co.                            125,000                    309
                                                                      ----------
                                                                           3,188
                                                                      ----------
SPAIN (3.8%)
  Corporacion Mapfre SA                            78,240                    733
* Gamesa Corporacion
    Tecnologica SA                                 28,500                    584
  Promotora de Informaciones SA                    68,640                    521
  Acciona SA                                       10,760                    516
  Enagas                                           65,033                    471
  Compania de Distribucion
    Integral Logista SA                            16,570                    370
* Baron de Ley SA                                  10,120                    316
* Sogecable SA                                     11,840                    129
                                                                      ----------
                                                                           3,640
                                                                      ----------
SWEDEN (2.4%)
* Intrum Justitia AB                              134,240                    648
* Capio AB                                         71,520                    498
  D. Carnegie & Co. AB                             74,520                    408
  Nobia AB                                         45,060                    314
  Perbio Science AB                                23,900                    311
  Observer AB                                      65,563                    152
                                                                      ----------
                                                                           2,331
                                                                      ----------
SWITZERLAND (3.2%)
  Lindt & Spruengli AG (Ptg. Ctf.)                  1,000                    619
  Lindt & Spruengli AG                                 86                    582
* Logitech International SA                        14,570                    537
  Bank Sarasin & Cie AG                               455                    520
  SGS Societe Generale de
    Surveillance Holding
    SA (Registered)                                 1,380                    483
  Lonza Group AG (Registered)                       3,075                    187
* Swiss Life Holding                                2,220                    139
                                                                      ----------
                                                                           3,067
                                                                      ----------
UNITED KINGDOM (27.2%)
  Paragon Group Companies PLC                     380,000                  1,261
  Galen Holdings PLC                              180,000                  1,256
  Taylor Woodrow PLC                              360,000                  1,128
  Enterprise Inns PLC                             111,000                  1,088
  BPP Holdings PLC                                220,000                    985
  Forth Ports PLC                                  68,850                    982
  Chrysalis Group PLC                             300,000                    976
  Balfour Beatty PLC                              330,000                    945
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                   SHARES                  (000)
- --------------------------------------------------------------------------------
  Games Workshop Group PLC                        110,000                    909
  AEA Technology PLC                              300,000                    849
  Babcock International
    Group PLC                                     520,000                    848
  Liontrust Asset
    Management PLC                                160,000                    831
  Carillion PLC                                   371,787                    814
  Speedy Hire PLC                                 175,000                    792
  Abbot Group PLC                                 350,000                    776
  Quintain Estates &
    Development PLC                               195,000                    756
  Westbury PLC                                    150,000                    734
  Emap PLC                                         55,000                    706
  Findel PLC                                      185,000                    650
  Britannic Group PLC                             230,000                    647
  Reed Health Group PLC                           420,000                    645
  Greggs PLC                                       13,000                    625
* NDS Group PLC ADR                                47,470                    610
  Countrywide Assured
    Group PLC                                     400,000                    582
  Alpha Airports Group PLC                        600,000                    571
  The Go-Ahead Group PLC                           50,000                    519
  Nestor Healthcare Group PLC                     150,000                    496
  Alfred McAlpine Group PLC                       125,000                    493
* Lastminute.com PLC                              300,000                    456
  Shanks Group PLC                                280,820                    415
  Low & Bonar PLC                                 430,000                    412
  IG Group PLC                                    100,000                    408
  Management Consulting
    Group PLC                                     507,353                    381
  William Hill PLC                                100,000                    373
  Goldshield Group PLC                            143,876                    368
  Courts PLC                                      135,257                    368
  Stanley Leisure PLC                              60,720                    266
  Regent Inns PLC                                 149,210                    174
                                                                      ----------
                                                                          26,095
                                                                      ----------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $93,719)                                                          90,214
- --------------------------------------------------------------------------------
                                                     FACE
                                                   AMOUNT
                                                    (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT (7.3%)
- --------------------------------------------------------------------------------
Repurchase Agreement
Collateralized by U.S. Government
  Obligations in a Pooled Cash Account
  1.32%, 5/1/2003
  (Cost $6,997)                                   $ 6,997                  6,997
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (101.4%)
  (Cost $100,716) 97,211
- --------------------------------------------------------------------------------

14


================================================================================
                                                                          MARKET
                                                                          VALUE*
                                                                           (000)
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.4%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                    $ 1,881
Payables for Investment
  Securities Purchased                                                   (2,470)
Other Liabilities                                                          (790)
                                                                      ----------
                                                                         (1,379)
                                                                      ----------
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 11,244,950 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                             $95,832
================================================================================
NET ASSET VALUE PER SHARE                                                 $8.52
================================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
ADR--American Depositary Receipt.
(Ptg. Ctf.)--Participating Certificate.

================================================================================
                                                   AMOUNT                    PER
                                                    (000)                  SHARE
- --------------------------------------------------------------------------------
AT APRIL 30, 2003, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
Paid-in Capital                                 $109,540                  $9.74
Undistributed Net
  Investment Income                                  615                    .06
Accumulated Net
  Realized Losses                                (11,104)                  (.99)
Unrealized Appreciation (Depreciation)
  Investment Securities                           (3,505)                  (.31)
  Foreign Currencies and Forward
    Currency Contracts                               286                    .02
- --------------------------------------------------------------------------------
NET ASSETS                                      $ 95,832                  $8.52
================================================================================
See Note D in Notes to Financial Statements for the tax-basis components of net
assets.

                                                                              15


STATEMENT OF OPERATIONS

This Statement shows the types of 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 income  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) of investments during the period.

================================================================================
                                                     INTERNATIONAL EXPLORER FUND
                                                 SIX MONTHS ENDED APRIL 30, 2003
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends*                                                            $ 1,068
  Interest                                                                   42
- --------------------------------------------------------------------------------
    Total Income                                                          1,110
- --------------------------------------------------------------------------------
EXPENSES
  Investment Advisory Fees--Note B                                          144
  The Vanguard Group--Note C
    Management and Administrative                                           116
    Marketing and Distribution                                                8
  Custodian Fees                                                             76
  Shareholders' Reports and Proxies                                           5
- --------------------------------------------------------------------------------
    Total Expenses                                                          349
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                       761
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
  Investment Securities Sold                                             (5,177)
  Foreign Currencies and Forward Currency Contracts                         556
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)                                                 (4,621)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
  Investment Securities                                                   9,100
  Foreign Currencies and Forward Currency Contracts                         409
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                          9,509
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         $ 5,649
================================================================================
*Dividends are net of foreign withholding taxes of $142,000.

16


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.

================================================================================
                                                    INTERNATIONAL EXPLORER FUND
                                               ---------------------------------
                                                   SIX MONTHS               YEAR
                                                        ENDED              ENDED
                                                APR. 30, 2003      OCT. 31, 2002
                                                        (000)              (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations
  Net Investment Income                                $ 761              $ 505
  Realized Net Gain (Loss)                            (4,621)            (4,270)
  Change in Unrealized Appreciation (Depreciation)     9,509             (7,402)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) in Net Assets
      Resulting from Operations                        5,649            (11,167)
- --------------------------------------------------------------------------------
DISTRIBUTIONS
  Net Investment Income                                 (793)              (361)
  Realized Capital Gain                                   --                 --
- --------------------------------------------------------------------------------
    Total Distributions                                 (793)              (361)
- --------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS1
  Issued                                              57,567            129,889
  Issued in Lieu of Cash Distributions                   705                341
  Redeemed                                           (63,503)           (44,129)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) from Capital
      Share Transactions                              (5,231)            86,101
- --------------------------------------------------------------------------------
  Total Increase (Decrease)                             (375)            74,573
- --------------------------------------------------------------------------------
NET ASSETS
  Beginning of Period                                 96,207             21,634
- --------------------------------------------------------------------------------
  End of Period                                      $95,832            $96,207
================================================================================

1Shares Issued (Redeemed)
  Issued                                               7,080             13,936
  Issued in Lieu of Cash Distributions                    87                 37
  Redeemed                                            (7,782)            (4,498)
- --------------------------------------------------------------------------------
  Net Increase (Decrease) in Shares Outstanding         (615)             9,475
================================================================================

                                                                              17


FINANCIAL HIGHLIGHTS

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders  on a per-share  basis. It also presents the 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.


International Explorer Fund


                                                                                            
- ------------------------------------------------------------------------------------------------------------------
                                                                                  YEAR ENDED OCTOBER 31,
                                                SIX MONTHS ENDED      --------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD    APRIL 30, 2003      2002      2001      2000      1999      1998
- ------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                      $8.11     $9.07    $15.50    $14.29     $9.35     $9.22
- ------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income (Loss)                              .06       .08       .05      (.05)      .06       .05
  Net Realized and Unrealized Gain (Loss) on Investments    .41      (.90)    (3.78)     3.23      5.62       .60
- ------------------------------------------------------------------------------------------------------------------
    Total from Investment Operations                        .47      (.82)    (3.73)     3.18      5.68       .65
- ------------------------------------------------------------------------------------------------------------------
Distributions
  Dividends from Net Investment Income                     (.06)     (.14)     (.09)     (.01)     (.04)     (.01)
  Distributions from Realized Capital Gains                  --        --     (2.61)    (1.96)     (.70)     (.51)
- ------------------------------------------------------------------------------------------------------------------
    Total Distributions                                    (.06)     (.14)    (2.70)    (1.97)     (.74)     (.52)
- ------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                            $8.52     $8.11    $ 9.07    $15.50    $14.29     $9.35
==================================================================================================================

Total Return                                               5.83%    -9.24%   -28.67%    22.37%    65.27%     7.88%
==================================================================================================================

Ratios/Supplemental Data
  Net Assets, End of Period (Millions)                      $96       $96       $22       $19       $10        $4
  Ratio of Expenses to Average Net Assets                0.74%**    1.04%*    1.50%*    1.50%*    1.50%*    1.50%*
  Ratio of Net Investment Income (Loss)
    to Average Net Assets                                1.62%**     1.13%     0.15%   (0.26%)     0.53%     0.33%
  Portfolio Turnover Rate                                  89%**       40%       48%       86%       81%       82%
==================================================================================================================

*Expense ratios before waivers and reimbursements of expenses were 1.55%, 2.19%,
2.32%, 2.74%, and 5.26%, respectively.
**Annualized.

18


NOTES TO FINANCIAL STATEMENTS

Vanguard  International Explorer Fund is registered under the Investment Company
Act of 1940 as an open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.

     1. SECURITY VALUATION:  Securities are valued as of the close of trading on
the New York Stock Exchange  (generally 4:00 p.m. Eastern time) on the valuation
date. Equity securities are valued at the latest quoted sales prices or official
closing prices taken from the primary market in which each security trades; such
securities not traded on the valuation date are valued at the mean of the latest
quoted bid and asked  prices.  Securities  for which market  quotations  are not
readily  available,  or whose  values  have been  materially  affected by events
occurring  before the fund's pricing time but after the close of the securities'
primary  markets,  are  valued by  methods  deemed by the board of  trustees  to
represent  fair  value.  Temporary  cash  investments  acquired  over 60 days to
maturity 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.
Other  temporary  cash   investments   are  valued  at  amortized  cost,   which
approximates market value.

     2.  FOREIGN   CURRENCY:   Securities  and  other  assets  and   liabilities
denominated  in  foreign  currencies  are  translated  into U.S.  dollars at the
exchange  rates on the  valuation  date as  employed by Morgan  Stanley  Capital
International in the calculation of its indexes.

     Realized  gains  (losses) and  unrealized  appreciation  (depreciation)  on
investment securities include the effects of changes in exchange rates since the
securities  were  purchased,  combined  with the  effects of changes in security
prices. Fluctuations in the value of other assets and liabilities resulting from
changes in exchange  rates are recorded as  unrealized  foreign  currency  gains
(losses) until the asset or liability is settled in cash, when they are recorded
as realized foreign currency gains (losses).

     3.  FORWARD  CURRENCY  CONTRACTS:  The fund  enters into  forward  currency
contracts  to  protect  the value of  securities  and  related  receivables  and
payables  against changes in future foreign  exchange rates. The fund's risks in
using these contracts  include movement in the values of the foreign  currencies
relative  to the U.S.  dollar and the ability of the  counterparties  to fulfill
their obligations under the contracts.

     Forward  currency  contracts  are valued at their quoted  daily  settlement
prices. The aggregate principal amounts of the contracts are not recorded in the
financial statements. Fluctuations in the value of the contracts are recorded in
the  Statement  of Net Assets as an asset  (liability)  and in the  Statement of
Operations as  unrealized  appreciation  (depreciation)  until the contracts are
closed,  when they are  recorded as realized  forward  currency  contract  gains
(losses).

     4.  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.

     5.  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.

                                                                              19


NOTES TO FINANCIAL STATEMENTS (continued)

     6.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend date.

     7. 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.  Schroder  Investment  Management  North  America  Inc.  (Schroder)  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, 2003,
the investment advisory fee represented an effective annual rate of 0.30% of the
fund's average net assets. In accordance with the advisory contract entered into
with  Schroder  in June 2002,  the  investment  advisory  fee will be subject to
quarterly  adjustments based on the fund's performance relative to the Citigroup
Extended Market Europe & Pacific Index beginning May 1, 2003.

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,  2003,  the fund had  contributed  capital of $16,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.02% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also directors and officers of Vanguard.

D.  Distributions  are  determined  on a tax  basis  and  may  differ  from  net
investment income and realized capital gains for financial  reporting  purposes.
Differences   may  be  permanent  or  temporary.   Permanent   differences   are
reclassified among capital accounts in the financial statements to reflect their
tax  character.  Temporary  differences  arise  when  certain  items of  income,
expense,  gain,  or loss are  recognized  in  different  periods  for  financial
statement and tax purposes;  these  differences will reverse at some time in the
future.  Differences  in  classification  may also result from the  treatment of
short-term gains as ordinary income for tax purposes.

     During the six months ended April 30, 2003,  the fund  realized net foreign
currency  losses of $61,000,  which decreased  distributable  net income for tax
purposes;  accordingly,  such losses have been reclassified from accumulated net
realized losses to undistributed net investment income.

     The fund's  tax-basis  capital gains and losses are determined  only at the
end of each fiscal year.  For tax  purposes,  at October 31, 2002,  the fund had
available  realized  losses of  $6,673,000 to offset future net capital gains of
$1,912,000  through  October 31, 2009, and $4,761,000  through October 31, 2010.
The fund will use these capital losses to offset net taxable  capital gains,  if
any,  realized during the year ending October 31, 2003;  should the fund realize
net  capital  losses  for the  year,  the  losses  will  be  added  to the  loss
carryforward balances above.

     At April 30, 2003, net unrealized depreciation of investment securities for
tax purposes was  $3,505,000,  consisting of  unrealized  gains of $6,609,000 on
securities  that had risen in value  since their  purchase  and  $10,114,000  in
unrealized losses on securities that had fallen in value since their purchase.

20


     At April 30, 2003, the fund had open forward currency  contracts to receive
and deliver currencies as follows:

- --------------------------------------------------------------------------------
                                                         (000)
                                   ---------------------------------------------
                                          CONTRACT AMOUNT             UNREALIZED
                                   ----------------------------     APPRECIATION
CONTRACT SETTLEMENT DATE           RECEIVE              DELIVER   (DEPRECIATION)
- --------------------------------------------------------------------------------
7/17/2003                        EUR 7,551        JPY 1,000,000             $280
- --------------------------------------------------------------------------------
EUR--euro.
JPY--Japanese yen.

Unrealized  appreciation  on open  forward  currency  contracts  is  treated  as
realized gain for tax purposes.

     The fund had net unrealized foreign currency gains of $6,000 resulting from
the translation of other assets and liabilities at April 30, 2003.

E. During the six months ended April 30, 2003, the fund purchased $40,047,000 of
investment  securities and sold $44,220,000 of investment  securities other than
temporary cash investments.

                                                                              21

================================================================================
INVESTING IS FAST AND EASY ON VANGUARD.COM

If you're like many  Vanguard  investors,  you  believe in  planning  and taking
control of your own  investments.  VANGUARD.COM(R)  was built for you--and  it's
getting better all the time.

MANAGE YOUR INVESTMENTS WITH EASE
Log on to Vanguard.com and:

*    See what you own (at Vanguard and  elsewhere) and how you're doing by using
     our Consolidated View(TM) tool.

*    Check your overall asset allocation, no matter where your assets are held.

*    Compare your holdings with industry benchmarks.

*    Analyze your personal performance.

*    Invest online and even manage the mail you get from us. (Prefer to get fund
     reports like this one online? Just let us know!)

*    Set up a Watch  List to make it easy  to  track  funds  and  securities  of
     interest.

PLAN YOUR INVESTMENTS WITH CONFIDENCE
Go to our PLANNING & Advice and RESEARCH FUNDS & Stocks sections and:

*    Take our Investor  Questionnaire  to find out what asset  allocation  might
     best suit your needs.

*    Find out how much you should save for retirement and for college costs.

*    Discover how investment  costs affect your bottom line by using our Compare
     Fund Costs tool.

*    Find out how to maximize your after-tax  returns in our PlainTalk(R)  guide
     Be a Tax-Savvy Investor.

*    Attend our quarterly PlainTalk webcasts on investing.

Find out what Vanguard.com can do for you. Log on today!

22

================================================================================
CAPITALIZE ON YOUR IRA

Are you taking full advantage of your individual  retirement account? You really
should be. The contribution  limits on IRAs were recently  raised,  making these
tax-deferred accounts more powerful options for retirement savers.

     Here's how you can exploit your IRA--and improve your chances of having the
retirement of your dreams.

- -    CONTRIBUTE THE MAXIMUM AMOUNT EACH YEAR.
It may be an  obvious  point,  but if you  invest as much in your IRA as the law
allows--currently  $3,000 per tax year if you are under age 50 and $3,500 if you
are age 50 or over--you will increase the odds of meeting your retirement goals.
"Max out" every year you can.

- -    MAKE IT AUTOMATIC.
Put your IRA on autopilot by taking advantage of Vanguard's Automatic Investment
Plan.  Your IRA  contributions  will be  deducted  from your bank  account  on a
schedule of your choosing, making retirement investing a healthy habit.

- -    CONSIDER COST.
The owners of low-cost  investments keep a larger portion of their gross returns
than the owners of high-cost investments.  Over the long term, avoiding costlier
mutual funds and brokerage commissions could significantly boost your retirement
savings. Our low costs are one reason a Vanguard IRA(R) is such a smart choice.

- -    REQUEST A DIRECT ROLLOVER WHEN YOU CHANGE JOBS.
Don't spend your retirement assets before you've retired.  When you change jobs,
roll your 401(k) or other  employer-sponsored  retirement  plan assets  directly
into your IRA.

     If you have questions  about your IRA, want to transfer an IRA from another
institution to Vanguard,  or need help with any other IRA transaction,  call our
Retirement Resource Center at 1-800-205-6189 or visit Vanguard.com. You can open
or fund your IRA on our  website,  and have a  confirmation  in your hand within
minutes.



THE VANGUARD(R) FAMILY OF FUNDS

STOCK FUNDS
500 Index Fund
Calvert Social Index Fund
Capital Opportunity Fund
Capital Value Fund
Convertible Securities Fund
Developed Markets Index Fund
Dividend Growth Fund
Emerging Markets Stock Index Fund
Energy Fund
Equity Income Fund
European Stock Index Fund
Explorer(TM) Fund
Extended Market Index Fund
Global Equity Fund
Growth and Income Fund
Growth Equity Fund
Growth Index Fund
Health Care Fund
Institutional Developed Markets Index Fund
Institutional Index Fund
Institutional Total Stock Market Index Fund
International Explorer(TM) Fund
International Growth Fund
International Value Fund
Mid-Cap Growth Fund
Mid-Cap Index Fund
Morgan(TM) Growth Fund
Pacific Stock Index Fund
Precious Metals Fund
PRIMECAP Fund
REIT Index Fund
Selected Value Fund
Small-Cap Growth Index Fund
Small-Cap Index Fund
Small-Cap Value Index Fund
Strategic Equity Fund
Tax-Managed Capital Appreciation Fund
Tax-Managed Growth and Income Fund
Tax-Managed International Fund
Tax-Managed Small-Cap Fund
Total International Stock Index Fund
Total Stock Market Index Fund
U.S. Growth Fund
U.S. Value Fund
Value Index Fund
Windsor(TM) Fund
Windsor(TM) II Fund

BALANCED FUNDS
Asset Allocation Fund
Balanced Index Fund
LifeStrategy(R) Conservative Growth Fund
LifeStrategy(R) Growth Fund
LifeStrategy(R) Income Fund
LifeStrategy(R) Moderate Growth Fund
STAR(TM) Fund
Tax-Managed Balanced Fund
Wellesley(R) Income Fund
Wellington(TM) Fund

BOND FUNDS
GNMA Fund
High-Yield Corporate Fund
High-Yield Tax-Exempt Fund
Inflation-Protected Securities Fund
Institutional Total Bond Market Index Fund
Insured Long-Term Tax-Exempt Fund
Intermediate-Term Bond Index Fund
Intermediate-Term Corporate Fund
Intermediate-Term Tax-Exempt Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Short-Term Bond Index Fund
Short-Term Corporate Fund
Short-Term Federal Fund
Short-Term Tax-Exempt Fund
Short-Term Treasury Fund
State Tax-Exempt Bond Funds (California, Florida,
  Massachusetts, New Jersey, New York, Ohio, Pennsylvania)
Total Bond Market Index Fund

MONEY MARKET FUNDS
Admiral(TM) Treasury Money Market Fund
Federal Money Market Fund
Prime Money Market Fund
State Tax-Exempt Money Market Funds (California, New Jersey,
  New York, Ohio, Pennsylvania)
Tax-Exempt Money Market Fund
Treasury Money Market Fund

VARIABLE ANNUITY
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
International Portfolio
Mid-Cap Index Portfolio
Money Market Portfolio
REIT Index Portfolio
Short-Term Corporate Portfolio
Small Company Growth Portfolio
Total Bond Market Index Portfolio
Total Stock Market Index Portfolio

For  information  about  Vanguard  funds and  annuities,  including  charges and
expenses,  obtain a prospectus  from The Vanguard Group,  P.O. Box 2600,  Valley
Forge, PA 19482-2600. Read it carefully before you invest or send money.


================================================================================
THE PEOPLE WHO GOVERN YOUR FUND

The  trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests since, as a shareholder,  you are a part owner of
the fund.  Your  fund  trustees  also  serve on the  board of  directors  of The
Vanguard  Group,  Inc.,  which is owned by the  Vanguard(R)  funds and  provides
services to them on an at-cost basis.

     A majority of Vanguard's board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
investments they have made as private individuals. Our independent board members
bring  distinguished  backgrounds in business,  academia,  and public service to
their task of working  with  Vanguard  officers to  establish  the  policies and
oversee the activities of the funds.

     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  trustees/directors;   and  electing
Vanguard  officers.  The dates in  parentheses  below show when each trustee was
initially elected.



                     
=========================================================================================================================
JOHN J. BRENNAN*        Chairman of the Board, Chief Executive Officer, and Director/Trustee of The Vanguard Group, Inc.,
(1987)                  and of each of the investment companies served by The Vanguard Group.
- -------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
CHARLES D. ELLIS        The Partners of '63 (pro bono ventures in education); Senior Adviser to Greenwich Associates
(2001)                  (international business strategy consulting); Successor Trustee of Yale University; Overseer of
                        the Stern School of Business at New York University; Trustee of the Whitehead Institute for
                        Biomedical Research.

RAJIV L. GUPTA          Chairman and Chief Executive Officer (since October 1999), Vice Chairman (January-September 1999),
(2001)                  and Vice President (prior to September 1999) of Rohm and Haas Co. (chemicals); Director of
                        Technitrol, Inc. (electronic components), and Agere Systems (communications components); Board
                        Member of the American Chemistry Council; Trustee of Drexel University.

JOANN HEFFERNAN HEISEN  Vice President, Chief Information Officer, and Member of the Executive Committee of Johnson &
(1998)                  Johnson (pharmaceuticals/consumer products); Director of the Medical Center at Princeton and
                        Women's Research and Education Institute.

BURTON G. MALKIEL       Chemical Bank Chairman's Professor of Economics, Princeton University; Director of Vanguard
(1977)                  Investment Series plc (Irish investment fund) (since November 2001), Vanguard Group (Ireland)
                        Limited (Irish investment management firm) (since November 2001), Prudential Insurance Co. of
                        America, BKF Capital (investment management firm), The Jeffrey Co. (holding company), and
                        NeuVis, Inc. (software company).

ALFRED M. RANKIN, JR.   Chairman, President, Chief Executive Officer, and Director of NACCO Industries, Inc. (forklift
(1993)                  trucks/housewares/lignite); Director of Goodrich Corporation (industrial products/aircraft
                        systems and services); Director until 1998 of Standard Products Company (a supplier for the
                        automotive industry).

J. LAWRENCE WILSON      Retired Chairman and Chief Executive Officer of Rohm and Haas Co. (chemicals); Director of
(1985)                  Cummins Inc. (diesel engines), MeadWestvaco Corp. (paper products), and AmerisourceBergen Corp.
                        (pharmaceutical distribution); Trustee of Vanderbilt University.
- -------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS*
R. GREGORY BARTON       Secretary; Managing Director and General Counsel of The Vanguard Group, Inc. (since September
                        1997); Secretary of The Vanguard Group and of each of the investment companies served by The
                        Vanguard Group; Principal of The Vanguard Group (prior to September 1997).

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

*Officers of the funds are "interested persons" as defined in the Investment
Company Act of 1940.

More  information   about  the  trustees  is  in  the  Statement  of  Additional
Information, available from The Vanguard Group.

- --------------------------------------------------------------------------------
VANGUARD SENIOR MANAGEMENT TEAM

MORTIMER J. BUCKLEY, Information Technology.
F. WILLIAM MCNABB, III, Client Relationship Group.
JAMES H. GATELY, Investment Programs and Services.
MICHAEL S. MILLER, Planning and Development.
KATHLEEN C. GUBANICH, Human Resources.
RALPH K. PACKARD, Finance.
IAN A. MACKINNON, Fixed Income Group.
GEORGE U. SAUTER, Quantitative Equity Group.
- --------------------------------------------------------------------------------
JOHN C. BOGLE, Founder; Chairman and Chief Executive Officer, 1974-1996.


[SHIP]
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Valley Forge, PA 19482-2600

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FOR MORE INFORMATION
This report is intended for the fund's  shareholders.  It may not be distributed
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(C) 2003 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.

Q1262 062003

                                        Vanguard(R) Mid-Cap Growth Fund





SEMIANNUAL REPORT



                                        APRIL 30, 2003





                                        THE VANGUARD GROUP





Eternal Principles

     Markets change,  but the principles of successful  investing do not. During
the past few years, radical upheaval in the stock market has displayed the power
of this simple truth to dramatic effect.

     In the late 1990s,  stocks  experienced one of the greatest bull markets in
financial  history.  Then, in March 2000,  the longest  downturn since the Great
Depression began.

     In both  bull and bear  markets,  however,  the  principles  of  successful
investing  are  identical:  balance,  diversification,  and  attention to costs.
Balance among stock, bond, and money market funds allows you to pursue long-term
growth while moderating your risk.  Diversification  limits your exposure to the
disasters  that can befall any one security or sector.  Attention to costs means
you keep a larger share of any rewards produced by your investments.

     These principles are timeless. In fact, they're the basis of our very first
mutual  fund--Vanguard(R)  Wellington(TM) Fund, a balanced portfolio established
in 1929. Over time, balance, diversification, and attention to costs have proven
to be the master keys to investment success.

SUMMARY

*    Vanguard  Mid-Cap  Growth Fund  returned  6.3% during the first half of its
     2003 fiscal year.

*    Your fund's  return was higher  than those of its average  mutual fund peer
     and the broad  U.S.  stock  market,  but lower  than that of its  benchmark
     index.

*    Relative to the index, the fund's lagging  performance  within the consumer
     discretionary and health care sectors  overshadowed its outstanding results
     in the technology sector.

CONTENTS

      1         Letter from the Chairman

      4         Report from the Adviser

      6         Fund Profile

      7         Glossary of Investment Terms

      8         Performance Summary

      9         Results of Proxy Voting

     10         Financial Statements


- --------------------------------------------------------------------------------

LETTER FROM THE CHAIRMAN

Fellow Shareholder,

During the six months ended April 30, 2003, U.S. stocks in general, and
mid-capitalization growth stocks in particular, made solid gains. Vanguard
Mid-Cap Growth Fund returned 6.3%--a result higher than those of its average
mutual fund peer and the broad market, as measured by the Wilshire 5000 Total
Market Index. However, the fund underperformed its primary benchmark, the
unmanaged Russell Midcap Growth Index. The investment adviser's stock selections
in two large sectors failed to keep pace with the performance of the index's
stocks, offsetting the adviser's stellar picks among technology shares.

Total Returns                           Six Months Ended
                                        April 30, 2003
- --------------------------------------------------------------------------------
VANGUARD MID-CAP GROWTH FUND                    6.3%
Average Mid-Cap Growth Fund*                    4.0
Russell Midcap Growth Index                     8.2
Wilshire 5000 Index                             5.0
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

    The adjacent table shows the six-month  total returns  (capital change plus
reinvested  distributions)  for your fund,  its  comparative  measures,  and the
overall U.S.  stock market.  The fund's net asset values at the start and end of
the period are shown in the table on page 3. No  distributions  were made during
the period.

STOCKS OPENED AND CLOSED STRONGLY
During the six months ended April 30, the Wilshire 5000 Index  returned  5.0%, a
performance  reflecting vigorous rallies at the beginning and end of the period.
Inside  these  bookends,  however,  stock  prices  drifted  lower,  depressed by
investor  apprehension about  geopolitical  tensions and generally glum economic
news.  Although  the U.S.  military  campaign in Iraq was brief and  successful,
economic uncertainty remained.  Consumer spending was strong, but the job market
deteriorated,  and the red-hot residential real estate market began to cool. The
broad economy registered anemic growth.
     Small stocks,  as represented by the Russell 2000 Index,  performed  better
than the large stocks in the Russell 1000 Index, while growth stocks (those that
are  expected to produce  rapid  earnings  and revenue  growth) and value stocks
(those  that  generally  trade at  below-average  valuations)  produced  similar
returns.
     Overseas,  Asian stock markets were hit  especially  hard,  but as a group,
international stocks produced a modest positive return for U.S.-based investors.


                                       1



BONDS DEFIED EXPECTATIONS

Bonds generated  surprisingly strong results, with the
Lehman  Brothers  Aggregate  Bond  Index--a  broad  measure of the taxable  bond
market--  returning 4.3%. Bond yields began the fiscal half-year at their lowest
levels in 40 years, which would generally portend unimpressive  returns, but the
bond market  rallied  further,  in part because of a strong  rebound in hard-hit
corporate bonds. Long- and intermediate-term interest rates fell modestly during
the period,  and the yield of the 3-month U.S.  Treasury  bill--a fair proxy for
money market  yields--declined 34 basis points (0.34 percentage point) to 1.11%.

Market Barometer                                                   Total Returns
                                                    Periods Ended April 30, 2003
- --------------------------------------------------------------------------------
                                                      Six         One       Five
                                                   Months        Year     Years*
- --------------------------------------------------------------------------------
Stocks
Russell 1000 Index (Large-caps)                     4.8%       -13.5%      -2.3%
Russell 2000 Index (Small-caps)                     7.6        -20.8       -2.5
Wilshire 5000 Index (Entire market)                 5.0        -13.6       -2.6
MSCI All Country World Index Free
  ex USA (International)                            3.1        -15.2       -4.9
- --------------------------------------------------------------------------------
Bonds
Lehman Aggregate Bond Index                         4.3%        10.5%       7.6%
  (Broad taxable market)
Lehman Municipal Bond Index                         3.6          8.5        6.3
Citigroup 3-Month Treasury Bill Index               0.6          1.5        4.0
================================================================================
CPI
Consumer Price Index                                1.4%         2.2%       2.5%
- --------------------------------------------------------------------------------
*Annualized.

MODEST GAINS IN CERTAIN SECTORS OFFSET STRONG PERFORMANCE  ELSEWHERE
The  Mid-Cap  Growth  Fund's 6.3%  return for the fiscal  half-year  was a solid
result,  outpacing both the broad stock market and the average  competing  fund.
However,  the fund  lagged the Russell  Midcap  Growth  Index by 1.9  percentage
points.
     On the positive side, the fund  adviser's  stock picks within  technology--
the portfolio's  second-largest  sector  weighting,  with one-fifth of assets on
average--returned  24%, about 8 percentage points higher than the return of tech
shares within the index.  This accounted for much of the fund's strong  absolute
performance and  considerably  narrowed the performance gap with the index.
     The main  factor in your  fund's  shortfall  relative  to the index was its
failure to keep pace with the index's gains in two heavily represented  sectors:
consumer discretionary stocks (retailers,  restaurants, media, and entertainment
companies)  and  health  care  stocks.   Your  fund's   consumer   discretionary
stocks--its largest sector commitment,  with 29% of assets on average during the
six months--returned about 3%, compared with a nearly 8% return for those in the
index.  Similarly,  the fund's health care issues  (about 18% of assets)  gained
less  than 1%,  versus  the 7%  return  for the  index  sector.


                                       2



     Another  factor  affecting  relative  performance  was your  fund's 7% cash
position.  An actively  managed fund keeps some liquid assets in reserve to take
advantage of investment  opportunities and to meet shareholder  redemptions.  An
index is fully  "invested"  and,  therefore,  fully  benefits from any run-up in
stock prices, as the Russell Midcap Growth Index did during the past six months.
(By contrast,  an actively managed fund's cash can, in theory, serve as a buffer
when the stock market  tumbles.  In practice,  though,  poor stock  selection or
market-timing  decisions can easily override a cash buffer.)
     For further details on the fund and its individual holdings, please see the
Report from the Adviser on page 4.

DIVERSIFICATION IS THE PRUDENT COURSE THROUGH UNCHARTED WATERS
Now that we have seen a break in the  longest  bear  market in stocks  since the
Great Depression,  many investors are probably asking themselves,  "Is the worst
finally  over?"  Neither we nor anyone else can answer that. We note that stocks
are more reasonably priced than they were three years ago, and that--with higher
bond prices and lower yields--fixed  income securities are riskier now than they
used to be.  But these are merely  observations.  No one can  foretell  what the
markets will do in the short term.
     For this  reason,  we believe it is prudent for most people to stick with a
balanced  investment  plan,  diversified  across  asset  classes in  proportions
appropriate for their situation, goals, time horizon, and risk tolerance. Within
the  context of such a  diversified  plan,  the  Mid-Cap  Growth Fund can play a
valuable role.
     We thank you for your continued trust and confidence.


Sincerely,




John J. Brennan
Chairman and Chief Executive Officer                                May 20, 2003

John J. Brennan

- --------------------------------------------------------------------------------
Your Fund's Performance at a Glance             October 31, 2002-April 30, 2003

                                                         Distributions Per Share
                                                        ------------------------
                                    Starting        Ending      Income   Capital
                                 Share Price   Share Price   Dividends     Gains
- --------------------------------------------------------------------------------
Mid-Cap Growth Fund                 $10.34       $10.99       $0.00       $0.00
- --------------------------------------------------------------------------------


                                       3



- --------------------------------------------------------------------------------
REPORT FROM THE ADVISER

During the first half of its 2003 fiscal year, Vanguard Mid-Cap Growth Fund
earned 6.3%, which was higher than the average 4.0% return of its peer funds,
but lower than the 8.2% result of the Russell Midcap Growth Index.


THE INVESTMENT ENVIRONMENT
The past six months were favorable for growth investors,  with all but one major
sector of the Russell  Midcap Growth Index  generating a positive  return.  (The
consumer  staples  sector--generally  considered  a defensive  play  because its
companies  typically  demonstrate  consistent  earnings  but with  lower  growth
rates--lagged  the more  traditional  growth-oriented  areas of the market.) The
first quarter of 2003 proved to be quite encouraging as many U.S. mid-cap growth
companies unveiled better-than-expected revenue and earnings growth. Buoyed by a
swift and successful Iraqi war,  investors  focused their attention on corporate
earnings and broad economic  growth.
     The  portfolio  delivered  a  strong  absolute  return  during  the  fiscal
half-year  but lagged the index.  As the 2002  calendar year came to a close and
lower-quality issues rebounded, the portfolio fell behind the index. However, we
were confident that high-quality growth stocks would rally, as we believe market
leaders  must  participate  in any  sustained  period of rising  prices.  That's
precisely  what  happened--since  the  start  of the  2003  calendar  year,  the
portfolio generated strong absolute and relative returns.

INVESTMENT PHILOSOPHY
The adviser believes that superior long-term  investment results can be achieved
by selecting stocks of midsize U.S. companies that have attractive prospects for
sustainable  growth in both  sales  and  profits.  In  particular,  the  adviser
emphasizes  companies that are operating in emerging and high-growth  sectors of
the economy.

PORTFOLIO SUCCESSES
The portfolio's  strongest  performances over the six months came from a variety
of  technology  companies.  Specifically,  the fund's  software  and  technology
services  holdings were  standouts,  returning 34%.  Here,  the best  performers
included Yahoo!  (online content) and Cognos  (computer  software and services).
The portfolio's  semiconductor  holdings also delivered  strong results,  rising
more than 20% overall. Xilinx and Altera did particularly well.
     Outside of technology,  other top contributors included Garmin (search-and-
navigation equipment), St. Jude Medical (medical equipment), and Doral Financial
(mortgage banking).


                                       4



PORTFOLIO SHORTFALLS
Weak performance in the consumer  discretionary sector was the primary detractor
from performance over the six months.  Specifically,  the portfolio's  specialty
retail holdings  trailed those of the overall market.  Michaels Stores (arts and
crafts),  a stellar  performer  for most of the last fiscal  year,  and GameStop
(video games) both hurt performance.
     Underperformance  in the health care sector also hurt our results.  Accredo
Health  (health  services),   Affymetrix  (genetic  research),   and  Millennium
Pharmaceuticals were the worst performers.

Our Outlook
We are pleased to discuss positive  absolute  returns for the six months,  as we
know that such an  environment  for stocks has been anxiously  awaited.  In many
cases,  earnings  have been better than  expected,  and so we remain  optimistic
about  the  equity  markets  in  general  and  the  companies  in the  portfolio
specifically.  That said, demand is not pervasive across all growth  industries.
As a result,  we are  intensely  focused on finding  those  companies  that have
unique  catalysts in place to increase  revenue and  earnings,  whether they are
companies  with new  product  cycles  and  strong  unit  growth or those who are
leaders  in a  niche  industry  and  are  gaining  market  share.
     While  market  volatility  may remain high for the balance of the year,  we
will remain committed to our style and investment  process--an approach that has
served our clients well over the long term.

Evelyn D. Lapham,  Senior Vice President
John J. Yoon, Senior Vice President
Provident Investment Counsel, Inc.

May 15, 2003




                                       5




Fund Profile As of April 30, 2003

This Profile provides a snapshot of the fund's  characteristics,  compared where
indicated  with both an appropriate  market index and a broad market index.  Key
terms are defined on page 7.



Mid-Cap Growth Fund
- --------------------------------------------------------------------------------
Portfolio Characteristics
                                                       Comparative         Broad
                                          Fund               Index*      Index**
- --------------------------------------------------------------------------------
Number of Stocks                            67                 452         5,546
Median Market Cap                        $3.8B               $4.3B        $28.2B
Price/Earnings Ratio                     24.0x               25.0x         20.8x
Price/Book Ratio                          3.6x                3.3x          2.6x
Yield                                     0.0%                0.4%          1.7%
Return on Equity                         20.0%               17.2%         20.9%
Earnings Growth Rate                     20.1%               17.4%          8.6%
Foreign Holdings                          5.0%                0.0%          0.3%
Turnover Rate                            104%Y                  --            --
Expense Ratio                           0.88%Y                  --            --
Cash Investments                          7.1%                  --            --
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Volatility Measures
                                    Comparative                    Broad
                      Fund               Index*      Fund        Index**

R-Squared             0.91                 1.00      0.75           1.00
Beta                  0.98                 1.00      1.54           1.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Sector Diversification (% of portfolio)

                                                        Comparative        Broad
                                         Fund                Index*      Index**

Auto & Transportation                    6.0%                  1.3%         2.6%
Consumer Discretionary                  26.6                  27.9         15.6
Consumer Staples                         0.0                   3.4          6.8
Financial Services                       9.8                  10.5         22.5
Health Care                             15.6                  23.4         14.2
Integrated Oils                          0.0                   0.4          3.6
Materials & Processing                   2.6                   3.8          2.1
Other Energy                             5.2                   4.0          3.7
Producer Durables                        3.4                   6.4          3.9
Technology                              22.0                  16.1         13.2
Utilities                                1.7                   2.6          6.9
Other                                    0.0                   0.2          4.9
- --------------------------------------------------------------------------------
Cash Investments                         7.1%                   --            --
- --------------------------------------------------------------------------------



Ten Largest Holdings (% of total net assets)

Bed Bath & Beyond, Inc. 2.6%
  (retail)
Jabil Circuit, Inc. 2.3
  (electronics)
Network Appliance, Inc. 2.1
  (computer hardware)
Manpower Inc. 2.0
  (diversified services)
Brinker International, Inc. 2.0
  (leisure)
Harman International Industries, Inc. 2.0
  (consumer electronics)
Adobe Systems, Inc. 2.0
  (computer software and services)
Caremark Rx, Inc. 2.0
  (pharmaceuticals)
J.B. Hunt Transport Services, Inc. 2.0
  (transportation)
Altera Corp. 1.9
  (electronics)
- --------------------------------------------------------------------------------
Top Ten 20.9%
- --------------------------------------------------------------------------------
The "Ten Largest  Holdings"  excludes any temporary cash  investments and equity
index products.

Investment Focus

Market Cap - Medium
Style - Growth

*Russell Midcap Growth Index.
**Wilshire 5000 Index.
YAnnualized.

Visit our website at www.vanguard.com for regularly updated fund information.


                                       6


- --------------------------------------------------------------------------------
GLOSSARY OF INVESTMENT TERMS

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and  downs of a  comparative  index and an  overall  market
index.  Each index is assigned a beta of 1.00.  Compared  with a given index,  a
fund with a beta of 1.20 typically  would have seen its share price rise or fall
by 12% when the index  rose or fell by 10%.  However,  a fund's  beta  should be
reviewed in conjunction with its R-squared (see definition below). The lower the
R-squared, the less correlation there is between the fund and the benchmark, and
the less reliable beta is as an indicator of volatility.
- --------------------------------------------------------------------------------
CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash invested in futures contracts or other equity index
products to simulate stock investment.
- --------------------------------------------------------------------------------
EARNINGS  GROWTH RATE.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.
- --------------------------------------------------------------------------------
MEDIAN  MARKET  CAP.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.
- --------------------------------------------------------------------------------
PRICE/BOOK  RATIO.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.
- --------------------------------------------------------------------------------
PRICE/EARNINGS  RATIO.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.
- --------------------------------------------------------------------------------
R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the market in general, as measured by a comparative index or an
overall market index. If a fund's total returns were precisely synchronized with
an index's  returns,  its R-squared would be 1.00. If the fund's returns bore no
relationship to the index's returns, its R-squared would be 0.
- --------------------------------------------------------------------------------
RETURN ON  EQUITY.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.
- --------------------------------------------------------------------------------
TURNOVER  RATE. An indication of the fund's  trading  activity.  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  based on the  current  annualized  rate of
dividends paid on stocks in the index.
- --------------------------------------------------------------------------------


                                       7


- --------------------------------------------------------------------------------
Performance Summary As of April 30, 2003

All of the returns in this report  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.  An investor's  shares,  when
redeemed,  could be worth more or less than their  original  cost.  The  returns
shown do not reflect taxes that a shareholder would pay on fund distributions or
on the redemption of fund shares.

Mid-Cap Growth Fund
- --------------------------------------------------------------------------------
Fiscal-Year Total Returns (%) December 31, 1997-April 30, 2003

Fiscal Year        Global Equity Fund          MSCI All Country World Index Free
    1998                 5.3                               0.1
    1999                50.7                              37.7
    2000                97.1                              38.7
    2001               -46                               -42.8
    2002               -15.4                             -17.6
    2003*                6.4                               8.2
- --------------------------------------------------------------------------------
*Six months ended April 30, 2003.
Note: See Financial Highlights table on page 14 for capital gains information.


AVERAGE ANNUAL TOTAL RETURNS for periods ended March 31, 2003

This table  presents  average annual total returns  through the latest  calendar
quarter--rather  than  through  the end of the  fiscal  period.  Securities  and
Exchange Commission rules require that we provide this information.

                                                              Since Inception
                                       One     Five   --------------------------
                     Inception Date   Year    Years   Capital   Income    Total
- --------------------------------------------------------------------------------
Mid-Cap Growth Fund   12/31/1997   -27.60%    3.76%     6.83%    0.00%     6.83%
- --------------------------------------------------------------------------------

                                       8


NOTICE TO SHAREHOLDERS

At a special  meeting of  shareholders  on December 3, 2002,  fund  shareholders
approved the following proposal:

* Elect trustees for the fund.* The  individuals  listed in the table below were
elected as trustees for the fund.  All  trustees  served as trustees to the fund
prior to the shareholder meeting.

Trustee                       For               Withheld          Percentage For
- --------------------------------------------------------------------------------
John J. Brennan            887,330,003         25,858,480              97.2%
Charles D. Ellis           888,187,234         25,001,249              97.3
Rajiv L. Gupta             886,074,024         27,114,458              97.0
JoAnn Heffernan Heisen     887,993,494         25,194,989              97.2
Burton G. Malkiel          885,287,279         27,901,204              96.9
Alfred M. Rankin, Jr.      888,562,679         24,625,804              97.3
J. Lawrence Wilson         885,572,035         27,616,448              97.0
- --------------------------------------------------------------------------------
*Results are for all funds within the same trust.


Note: Vote tabulations are rounded to the nearest whole number.

                                       9




Financial Statements                                  April 30, 2003 (unaudited)
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  (common  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.  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, but
may  differ  because  certain   investments  or  transactions   may  be  treated
differently  for  financial  statement  and tax purposes.  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 be
realized if the fund were to sell all of its investments at their statement-date
values.
- --------------------------------------------------------------------------------
                                                                     Market
                                                                     Value*
Mid-Cap Growth Fund                                Shares             (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (92.9%)
- --------------------------------------------------------------------------------
Auto & Transportation (6.0%)
* J.B. Hunt Transport Services, Inc.               32,400             1,119
* Ryanair Holdings PLC ADR                         25,735             1,021
* JetBlue Airways Corp.                            23,450               737
  CNF Inc.                                         17,200               522
                                                                     ------
                                                                      3,399
                                                                     ------
CONSUMER DISCRETIONARY (26.6%)
ADVERTISING AGENCIES (1.0%)
* Lamar Advertising Co. Class A                    16,290               585

CASINOS & Gambling (0.8%)
* International Game Technology                     5,400               466

CONSUMER ELECTRONICS (3.4%)
Harman International Industries, Inc.              17,300             1,152
* Yahoo! Inc.                                      32,100               795

EDUCATION--SERVICES (1.3%)
* Apollo Group, Inc. Class A                       13,003               705

RADIO & Television Broadcasters (2.4%)
* Cox Radio, Inc.                                  32,115               733
* Univision Communications Inc.                    20,790               630

RENT LEASE SERVICES--CONSUMER (1.7%)
* Rent-A-Center, Inc.                              14,900               956

RESTAURANTS (2.6%)
* Brinker International, Inc.                      36,400             1,156
* The Cheesecake Factory                            9,055               286

RETAIL (7.8%)
* Bed Bath & Beyond, Inc.                          36,990             1,461
* Michaels Stores, Inc.                            32,555             1,017
* Dollar Tree Stores, Inc.                         30,758               783
  Family Dollar Stores, Inc.                       18,600               636
  Ross Stores, Inc.                                14,000               531

SERVICES--COMMERCIAL (5.6%)
  Manpower Inc.                                    35,340             1,162
* Iron Mountain, Inc.                              20,900               833
* Expedia Inc.                                     11,000               636
* Weight Watchers International, Inc.              11,900               559
                                                                    -------
                                                                     15,082
                                                                    -------
Financial Services (9.8%)
* Affiliated Computer Services, Inc.
    Class A                                        21,590             1,030
  RenaissanceRe Holdings Ltd.                      22,600             1,001
  New York Community Bancorp, Inc.                 24,500               851
  The PMI Group Inc.                               27,330               842
  Doral Financial Corp.                            17,200               688
  SLM Corp.                                         5,190               581
  Countrywide Financial Corp.                       8,300               561
                                                                     ------
                                                                      5,554
                                                                     ------

                                       10


- --------------------------------------------------------------------------------
                                                                     Market
                                                                     Value*
                                                   Shares             (000)
- --------------------------------------------------------------------------------
Health Care (15.6%)
* Caremark Rx, Inc.                                56,900             1,133
  Teva Pharmaceutical Industries Ltd.
    Sponsored ADR                                  22,200             1,037
* Barr Laboratories, Inc.                          16,950               942
  Biomet, Inc.                                     28,800               877
* St. Jude Medical, Inc.                           15,210               798
* Stericycle, Inc.                                 19,500               766
* MedImmune Inc.                                   17,300               610
* Patterson Dental Co.                             14,900               599
  Mylan Laboratories, Inc.                         21,100               596
* Guidant Corp.                                    12,900               503
* Boston Scientific Corp.                          11,400               491
* First Health Group Corp.                         19,590               491
                                                                    -------
                                                                      8,843
                                                                    -------

MATERIALS & Processing (2.6%)
  Praxair, Inc.                                    14,800               860
  Bunge Ltd.                                       22,500               630
                                                                    -------
                                                                      1,490
                                                                    -------
OTHER ENERGY (5.2%)
* BJ Services Co.                                  26,130               954
* Nabors Industries, Inc.                          22,100               866
  ENSCO International, Inc.                        25,655               652
  XTO Energy, Inc.                                 25,366               495
                                                                    -------
                                                                      2,967
                                                                    -------
PRODUCER DURABLES (3.4%)
* Alliant Techsystems, Inc.                        13,927               748
* Garmin Ltd.                                      13,700               581
* Novellus Systems, Inc.                           20,660               579
                                                                    -------
                                                                      1,908
                                                                    -------
TECHNOLOGY (22.0%)
* Jabil Circuit, Inc.                              70,009             1,309
* Network Appliance, Inc.                          91,500             1,215
  Adobe Systems, Inc.                              32,800             1,134
* Altera Corp.                                     68,510             1,083
* National Instruments Corp.                       30,900               991
* Intersil Corp.                                   47,860               885
* QLogic Corp.                                     19,800               871
* Cognos Inc.                                      27,800               754
* SanDisk Corp.                                    29,700               719
* Mercury Interactive Corp.                        20,900               709
* UTStarcom, Inc.                                  31,700               690
* Xilinx, Inc.                                     21,300               577
* Amdocs Ltd.                                      31,700               560
  Maxim Integrated Products, Inc.                  13,300               523
* Cree, Inc.                                       23,300               465
                                                                    -------
                                                                     12,485
                                                                    -------
- --------------------------------------------------------------------------------
UTILITIES (1.7%)
* Cablevision Systems-
    NY Group Class A                               43,700             $ 980
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $48,919)                                                     52,708
- --------------------------------------------------------------------------------

                                                                       Face
                                                                     Amount
                                                                      (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (9.7%)
- --------------------------------------------------------------------------------
Repurchase Agreements
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  1.32%, 5/1/2003                                  $5,017             5,017
  1.32%, 5/1/2003--Note G                             489               489
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (Cost $5,506)                                                       5,506
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (102.6%)
  (Cost $54,425)                                                     58,214
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-2.6%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                  1,767
Payables for Investment Securities Purchased                        (2,673)
Other Liabilities--Note G                                             (580)
                                                                    -------
                                                                    (1,486)
                                                                    -------
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 5,160,810 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                         $56,728
================================================================================
NET ASSET VALUE PER SHARE                                            $10.99
================================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
ADR--American Depositary Receipt.

- --------------------------------------------------------------------------------
AT APRIL 30, 2003, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
Paid-in Capital                                 $65,722            $12.74
Accumulated Net Investment Losses                    (84)            (.02)
Accumulated Net Realized Losses                  (12,699)           (2.46)
Unrealized Appreciation                           3,789               .73
- --------------------------------------------------------------------------------
NET ASSETS                                      $56,728            $10.99
================================================================================
See Note E in Notes to Finanical  Statements for the tax-basis components of net
assets.


                                       11


STATEMENT OF OPERATIONS
This Statement shows the types of 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 income  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) of investments during the period.

- --------------------------------------------------------------------------------
                                                             Mid-Cap Growth Fund
                                                 Six Months Ended April 30, 2003
                                                                           (000)


INVESTMENT INCOME
Income
  Dividends                                                                 $ 28
  Interest                                                                    18
  Security Lending                                                             1
- --------------------------------------------------------------------------------
Total Income                                                                  47
- --------------------------------------------------------------------------------
Expenses
  Investment Advisory Fees--Note B                                           103
The Vanguard Group--Note C
    Management and Administrative                                             61
    Marketing and Distribution                                                 3
  Shareholders' Reports and Proxies                                            2
- --------------------------------------------------------------------------------
    Total Expenses                                                           169
    Expenses Paid Indirectly--Note D                                        (42)
- --------------------------------------------------------------------------------
    Net Expenses                                                             127
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) (80)
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS) ON INVESTMENT SECURITIES SOLD (3,339)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES 6,564
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $3,145
================================================================================


                                       12



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 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 cor-responding
numbers of Shares Issued and Redeemed are shown at the end of the Statement.

                                                        Mid-Cap Growth Fund
                                                     ---------------------------
                                                      Six Months            Year
                                                           Ended           Ended
                                                   Apr. 30, 2003   Oct. 31, 2002
                                                           (000)           (000)

INCREASE (DECREASE) IN NET ASSETS
Operations
  Net Investment Income (Loss)                            $ (80)         $ (302)
  Realized Net Gain (Loss)                               (3,339)         (1,874)
  Change in Unrealized Appreciation (Depreciation)         6,564         (2,077)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) in Net Assets Resulting
    from Operations                                        3,145         (4,253)
- --------------------------------------------------------------------------------
Distributions
  Net Investment Income                                       --              --
  Realized Capital Gain                                       --              --
- --------------------------------------------------------------------------------
    Total Distributions                                       --              --
- --------------------------------------------------------------------------------
Capital Share Transactions1
  Issued                                                  29,128          33,251
  Issued in Lieu of Cash Distributions                        --              --
  Redeemed                                               (6,111)        (28,429)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) from Capital
      Share Transactions                                  23,017           4,822
================================================================================
  Total Increase (Decrease)                               26,162             569

Net Assets
  Beginning of Period                                     30,566          29,997
- --------------------------------------------------------------------------------
  End of Period                                          $56,728         $30,566
================================================================================

1Shares Issued (Redeemed)
  Issued                                                   2,801           2,713
  Issued in Lieu of Cash Distributions                        --              --
  Redeemed                                                 (597)         (2,211)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) in Shares Outstanding          2,204             502
================================================================================



                                       13




Financial Highlights

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders  on a per-share  basis. It also presents the 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.

Mid-Cap Growth Fund


LIFESTRATEGY GROWTH FUND
- --------------------------------------------------------------------------------------------------------------------------
                                                                                    
                  Six Months Ended                                                                          Dec. 31, 1997*
                                                    Apr. 30,     Year Ended October 31,                        to Oct. 31,
For a Share Outstanding Throughout Each Period          2003       2002        2001       2000       1999             1998
- --------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                  $10.34     $12.22     $29.84      $15.87     $10.53           $10.00
- --------------------------------------------------------------------------------------------------------------------------
Investment Operations
  Net Investment Income (Loss)                         (.02)      (.10)      (.09)       (.22)      (.11)            (.03)
  Net Realized and Unrealized Gain (Loss)
    on Investments                                       .67     (1.78)    (10.82)       15.13       5.45              .56
- --------------------------------------------------------------------------------------------------------------------------
    Total from Investment Operations                     .65     (1.88)    (10.91)       14.91       5.34              .53
- --------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income                    --         --         --          --         --               --
  Distributions from Realized Capital Gains               --         --     (6.71)       (.94)         --               --
- --------------------------------------------------------------------------------------------------------------------------
    Total Distributions                                   --         --     (6.71)       (.94)         --               --
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                        $10.99     $10.34     $12.22      $29.84     $15.87           $10.53
==========================================================================================================================
TOTAL RETURN                                           6.29%    -15.38%    -45.99%      97.09%     50.71%            5.30%
==========================================================================================================================

RATIOS/SUPPLEMENTAL DATA
  Net assets, End of Period (Millions)                   $57        $31         $30        $36        $12               $6
  Ratio of Total Expenes to Average Net Assets       .088%**     1.24%Y      1.39%Y     1.39%Y     1.39%Y          1.04%**
  Ratio of Net Expenses to Average
    Net Assets-Note D                                0.66%**      1.24%       1.39%      1.39%      1.39%            1.04%
  Ratio of Net Investment Income (Loss)
    to Average Net Assets                          (0.42%)**    (1.02%)     (1.02%)    (1.03%)    (1.03%)        (0.43%)**
  Portfolio Turnover Rate                               104%       221%        149%       186%       145%             167%
==========================================================================================================================
*Inception.
**Annualized.
YIncludes  the  fund's  share  of  expenses,  net of fees  waived  and  expenses
absorbed, allocated from Provident Investment Counsel Mid Cap Portfolio. Expense
ratios before waivers and reimbursements of expenses were 1.68%,  2.17%,  2.19%,
3.99%, and 5.15%, respectively. **** ****




                                       14



NOTES TO FINANCIAL STATEMENTS
Vanguard Mid-Cap Growth Fund is registered under the Investment Company Act of
1940 as an open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.

     1. SECURITY VALUATION:  Securities are valued as of the close of trading on
the New York Stock Exchange  (generally 4:00 p.m. Eastern time) on the valuation
date. Equity securities are valued at the latest quoted sales prices or official
closing prices taken from the primary market in which each security trades; such
securities not traded on the valuation date are valued at the mean of the latest
quoted bid and asked  prices.  Securities  for which market  quotations  are not
readily  available,  or whose  values  have been  materially  affected by events
occurring  before the fund's pricing time but after the close of the securities'
primary  markets,  are  valued by  methods  deemed by the board of  trustees  to
represent  fair  value.  Temporary  cash  investments  acquired  over 60 days to
maturity 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.
Other  temporary  cash   investments   are  valued  at  amortized  cost,   which
approximates market value.
     2.  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.
     3.  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.
     4.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend date.
     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. Provident Investment Counsel,  Inc., 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, 2003,  the  investment  advisory fee
represented an effective  annual rate of 0.50% of the fund's average net assets.
In accordance with the advisory contract entered into with Provident  Investment
Counsel in June 2002, the  investment  advisory fee will be subject to quarterly
adjustments  based on the performance of the fund relative to the Russell Midcap
Growth Index  beginning  May 1, 2003.

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,  2003,  the fund had  contributed  capital  of $8,000 to
Vanguard (included in Other Assets), representing 0.01% of the fund's net assets
and 0.01% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also  directors and officers of Vanguard.

D. The fund has asked its investment  adviser to direct certain security trades,
subject to obtaining the best price and execution, to brokers who have agreed to
rebate to the fund part of the  commissions  generated.  Such  rebates  are used
solely to reduce the fund's management and administrative  expenses. For the six
months ended April 30, 2003, these  arrangements  reduced the fund's expenses by
$42,000 (an annual rate of 0.22% of average net assets).

E.  Distributions  are  determined  on a tax  basis  and  may  differ  from  net
investment income and realized capital gains for financial  reporting  purposes.
Differences   may  be  permanent  or  temporary.   Permanent   differences   are
reclassified among capital accounts in the financial statements to reflect their
tax  character.  Temporary  differences  arise  when  certain  items of  income,
expense,  gain,  or loss are  recognized  in  different  periods  for  financial
statement and tax purposes;  these  differences will reverse at some time in the
future.  Differences  in  classification  may also result from the  treatment of
short-term gains as ordinary income for tax purposes.

The fund's tax-basis capital gains and losses are determined only at the end of
each fiscal year. For tax purposes, at October 31, 2002, the fund had available
realized losses of $9,269,000 to offset future net capital gains of $6,769,000
through October 31, 2009, and $2,500,000 through October 31, 2010. The fund will
use these capital losses to offset net taxable capital gains, if any, realized
during the year ending October 31, 2003; should the fund realize net capital
losses for the year, the losses will be added to the loss carryforward balances
above.

At April 30, 2003, net unrealized appreciation of investment securities for tax
purposes was $3,789,000, consisting of unrealized gains of $5,226,000 on
securities that had risen in value since their purchase and $1,437,000 in
unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended April 30, 2003, the fund purchased $40,119,000 of
investment securities and sold $19,334,000 of investment securities other than
temporary cash investments.

G. The market value of securities on loan to  broker/dealers  at April 30, 2003,
was  $465,000,  for which the fund held cash  collateral  of $489,000.  The fund
invests  cash  collateral  received  in  repurchase  agreements,  and  records a
liability for the return of the collateral, during the period the securities are
on loan.



                                       16





THE PEOPLE WHO GOVERN YOUR FUND

The  trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests since, as a shareholder,  you are a part owner of
the fund.  Your  fund  trustees  also  serve on the  board of  directors  of The
Vanguard  Group,  Inc.,  which is owned by the  Vanguard(R)  funds and  provides
services to them on an at-cost basis.
     A majority of Vanguard's board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
investments they have made as private individuals. Our independent board members
bring  distinguished  backgrounds in business,  academia,  and public service to
their task of working  with  Vanguard  officers to  establish  the  policies and
oversee the activities of the funds.
     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  trustees/directors;   and  electing
Vanguard  officers.  The dates in  parentheses  below show when each trustee was
initially elected.

- --------------------------------------------------------------------------------
JOHN J. BRENNAN*       Chairman of the Board, Chief Executive Officer, and
(1987)                 Director/Trustee of The Vanguard Group, Inc., and of each
                       of the investment companies served by The Vanguard Group.
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES

CHARLES D. ELLIS       The  Partners  of  '63  (pro bono ventures in education);
(2001)                 Senior  Adviser  to  Greenwich  Associates (international
                       business  strategy consulting); Successor Trustee of Yale
                       University;  Overseer of the Stern  School of Business at
                       New York University; Trustee  of  the Whitehead Institute
                       for Biomedical Research.
- --------------------------------------------------------------------------------
RAJIV L. GUPTA         Chairman and Chief Executive Officer(since October 1999),
(2001)                 Vice Chairman (January-September 1999),and Vice President
                       (prior to September1999) of Rohm and Haas Co.(chemicals);
                       Director of Technitrol, Inc. (electronic components), and
                       Agere Systems (communications components);  Board Member
                       of  the  American  Chemistry  Council; Trustee  of Drexel
                       University.
- --------------------------------------------------------------------------------
JOANN HEFFERNAN HEISEN Vice President, Chief  Information Officer, and Member of
(1998)                 the   Executive   Committee    of   Johnson   &   Johnson
                       (pharmaceuticals/consumer products);  Director   of   the
                       Medical  Center  at  Princeton  and  Women's Research and
                       Education Institute.
- --------------------------------------------------------------------------------
BURTON G. MALKIEL      Chemical Bank Chairman's Professor of Economics,Princeton
(1977)                 University; Director  of  Vanguard  Investment Series plc
                       (Irish  investmentfund)  (since November 2001),  Vanguard
                       Group (Ireland)Limited (Irish investment management firm)
                       (since  November   2001),  Prudential  Insurance  Co.  of
                       America,  BKF Capital (investment  management  firm), The
                       Jeffrey Co. (holding company), and NeuVis, Inc. (software
                       company).
- --------------------------------------------------------------------------------
ALFRED M. RANKIN, JR.  Chairman,  President,  Chief   Executive   Officer,   and
(1993)                 Director  of  NACCO  Industries,  Inc.  (forklift trucks/
                       housewares/lignite);  Director  of  Goodrich  Corporation
                       (industrial  products/aircraft   systems  and  services);
                       Director  until  1998  of  Standard  Products  Company (a
                       supplier for the automotive industry).
- --------------------------------------------------------------------------------
J. LAWRENCE WILSON     Retired Chairman and Chief Executive Officer of  Rohm and
(1985)                 Haas Co.(chemicals);  Director  of  Cummins  Inc. (diesel
                       engines),   MeadWestvaco   Corp.  (paper  products),  and
                       AmerisourceBergen  Corp.  (pharmaceutical  distribution);
                       Trustee of Vanderbilt University.
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS*

R. GREGORY BARTON      Secretary; Managing Director and  General  Counsel of The
                       Vanguard Group, Inc. (since September 1997); Secretary of
                       The  Vanguard  Group  and   of  each  of  the  investment
                       companies served by The Vanguard Group; Principal  of The
                       Vanguard Group (prior to September 1997).

THOMAS J. HIGGINS      Treasurer;  Principal  of   The   Vanguard  Group,  Inc.;
                       Treasurer  of each  of the investment companies served by
                       The Vanguard Group.
- --------------------------------------------------------------------------------
*Officers  of the funds are  "interested  persons" as defined in the  Investment
Company Act of 1940.

More  information   about  the  trustees  is  in  the  Statement  of  Additional
Information, available from The Vanguard Group.
- --------------------------------------------------------------------------------
VANGUARD SENIOR MANAGEMENT TEAM

MORTIMER J. BUCKLEY,   Information  Technology.  F. William McNabb, III,  Client
                       Relationship Group.
JAMES H. GATELY,       Investment  Programs  and Services.  Michael  S.  Miller,
                       Planning and Development.
KATHLEEN C. GUBANICH,  Human Resources. Ralph K. Packard, Finance.

IAN A. MACKINNON,      Fixed  Income  Group.  George  U.  Sauter,   Quantitative
                       Equity Group.
- --------------------------------------------------------------------------------
JOHN C. BOGLE,         Founder; Chairman and Chief Executive Officer, 1974-1996.






[PICTURE OF SHIP]
THE VANGUARD GROUP(R)

POST OFFICE BOX 2600
VALLEY FORGE, PA 19482-2600

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ship logo are trademarks of The Vanguard Group, Inc.

All other marks are the exclusive property of their respective owners.

ABOUT OUR COVER

The  photographs  of the sails and ship that  appear on the cover of this report
are copyrighted by Michael Kahn.

FOR MORE INFORMATION

This report is intended for the funds'  shareholders.  It may not be distributed
to  prospective  investors  unless it is preceded or  accompanied by the current
fund prospectus.

To  receive  a free  copy  of the  prospectus  or the  Statement  of  Additional
Information,  or to  request  additional  information  about  the funds or other
Vanguard funds, please contact us at one of the adjacent telephone numbers or by
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All  comparative  mutual fund data are from Lipper  Inc. or  Morningstar,  Inc.,
unless otherwise noted.

WORLD WIDE WEB
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FUND INFORMATION
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(C) 2003 THE VANGUARD GROUP, INC.
ALL RIGHTS RESERVED.
VANGUARD MARKETING
CORPORATION, DISTRIBUTOR.

Q3012 062003


Vanguard(R) Selected Value Fund
Semiannual Report
April 30, 2003
[cover art]
The Vanguard Group (R)



Eternal Principles

     Markets change,  but the principles of successful  investing do not. During
the past few years, radical upheaval in the stock market has displayed the power
of this simple truth to dramatic effect.
     In the late 1990s,  stocks  experienced one of the greatest bull markets in
financial  history.  Then, in March 2000,  the longest  downturn since the Great
Depression began.
     In both  bull and bear  markets,  however,  the  principles  of  successful
investing  are  identical:  balance,  diversification,  and  attention to costs.
Balance among stock, bond, and money market funds allows you to pursue long-term
growth while moderating your risk.  Diversification  limits your exposure to the
disasters  that can befall any one security or sector.  Attention to costs means
you keep a larger share of any rewards produced by your investments.
     These principles are timeless. In fact, they're the basis of our very first
mutual  fund--Vanguard(R)  Wellington(TM) Fund, a balanced portfolio established
in 1929. Over time, balance, diversification, and attention to costs have proven
to be the master keys to investment success.

SUMMARY
*    Vanguard  Selected  Value Fund  returned  4.3% during the six months  ended
     April 30, 2003,  trailing  the average  return of peer funds and its market
     benchmark.
*    During the period,  the broad U.S. stock market drifted in mostly  negative
     territory  before  posting a strong  return in April and  ending the fiscal
     half-year with a 5.0% gain.
*    Most of the fund's advance came from strong  performances  among its health
     care, energy, and materials & processing stocks.


CONTENTS
 1 Letter from the Chairman
 4 Report from the Adviser
 8 Fund Profile
 9 Glossary of Investment Terms
10 Performance Summary
11 Results of Proxy Voting
12 Financial Statements
19 Advantages of Vanguard.com



Letter from the Chairman
[PHOTO]
John J. Brennan

Fellow Shareholder,
Vanguard  Selected  Value Fund returned 4.3% during the fiscal  half-year  ended
April 30, 2003.  Given the fund's  negative  result in fiscal 2002, the gain was
certainly welcome, but the return did trail both the average for the fund's peer
group and the result of the broad market, as measured by the Wilshire 5000 Total
Market Index.
     The table at left shows the total  returns--capital  change plus reinvested
dividends--for  the fund and its  benchmarks.  Information  about the  per-share
components of the fund's return appears in the table on page 3.

- -------------------------------------------
Total Returns              Six Months Ended
                             April 30, 2003
- -------------------------------------------
Vanguard Selected Value Fund           4.3%
Average Mid-Cap Value Fund*            6.7
Russell Midcap Value Index             7.1
Wilshire 5000 Index                    5.0
- -------------------------------------------
*Derived from data provided by Lipper Inc.

STOCKS OPENED AND CLOSED STRONGLY
During the six months ended April 30, the overall U.S. stock market, as measured
by the Wilshire  5000 Index,  returned  5.0%, a  performance  reflecting  strong
rallies at the beginning and end of the period. Inside these bookends,  however,
stock  prices  drifted   lower,   depressed  by  investor   apprehension   about
geopolitical  tensions  and  generally  glum  economic  news.  Although the U.S.
military  campaign  in Iraq  was  brief  and  successful,  economic  uncertainty
remained. Consumer spending was strong, but the job market deteriorated, and the
red-hot  residential  real  estate  market  began to  cool.  The  broad  economy
registered anemic growth.
     Small stocks,  as represented by the Russell 2000 Index,  performed  better
than the large stocks in the Russell 1000 Index, while growth stocks (those that
are  expected to produce  rapid  revenue and  earnings  growth) and value stocks
(those  that  generally  trade at  below-average  valuations)  produced  similar
returns.
     Overseas,  Asian stock markets were hit  especially  hard,  but as a group,
international stocks produced a modest positive return for U.S.-based investors.

BONDS DEFIED EXPECTATIONS
Bonds generated  surprisingly strong results, with the Lehman Brothers Aggregate
Bond Index--a broad measure of the taxable bond market--  returning  4.3%.  Bond
yields  began the fiscal  half-year at their  lowest  levels in 40 years,  which
would  generally  portend  unimpressive  returns.  But the bond  market  rallied
further,  in part because of a strong rebound in hard-hit corporate

1



bonds.  Long- and  intermediate-term  interest  rates fell  somewhat  during the
period, and the yield of the 3-month U.S. Treasury bill-- a fair proxy for money
market yields--declined 34 basis points (0.34 percentage point) to 1.11%.

- --------------------------------------------------------------------------------
Market Barometer                                                  Total Returns
                                                   Periods Ended April 30, 2003
                                             -----------------------------------
                                               Six            One          Five
                                            Months           Year        Years*
- --------------------------------------------------------------------------------
STOCKS
Russell 1000 Index (Large-caps)               4.8%         -13.5%         -2.3%
Russell 2000 Index (Small-caps)               7.6          -20.8          -2.5
Wilshire 5000 Index (Entire market)           5.0          -13.6          -2.6
MSCI All Country World Index Free
 ex USA (International)                       3.1          -15.2          -4.9
- --------------------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index                   4.3%          10.5%          7.6%
 (Broad taxable market)
Lehman Municipal Bond Index                   3.6            8.5           6.3
Citigroup 3-Month Treasury Bill Index         0.6            1.5           4.0
================================================================================
CPI
Consumer Price Index                          1.4%           2.2%           2.5%
- --------------------------------------------------------------------------------
*Annualized.


FOR THE FUND, A STRONG APRIL HELPED PRODUCE A SIX-MONTH GAIN
Like the broad stock  market,  the  Selected  Value Fund enjoyed an April rally,
enabling  the fund to post a solid gain in the first  half of its  fiscal  year.
Leading the advance were Selected Value's health care holdings, which decisively
outperformed  the same sector in the Russell  Midcap Value Index.  The fund also
got strong results from companies in the other energy and materials & processing
sectors.
     Selected Value was slowed chiefly by its holdings in two sectors:  consumer
staples and producer  durables.  Consumer staples stocks were the market's worst
laggards in the period,  and your fund had a larger weighting in this group than
the benchmark. The producer durables sector performed well in the index, but the
fund was  underweighted  in the  group,  and the  adviser's  selections  did not
perform well.
     You'll find more information  about the fund's  individual  holdings in the
Report from the Adviser on page 4.

THE FUND TRAILED ITS BENCHMARK  FOR SEVERAL  REASONS
Selected  Value lagged its primary  benchmark,  the Russell  Midcap Value Index,
mainly  because of the fund's lower exposure to the financial  services  sector.
Although financial stocks constitute the largest groups in both the fund and the
index,  the fund's  stake was  smaller  by about  one-third  during the  period.
Consequently,  the fund missed out on much of the bounce provided by this group.
The fund's utilities and producer  durables holdings also  underperformed  their
counterparts  in the index.
     In addition,  the Russell Midcap Value Index,  which  encompasses a broader
range of  stocks  than  does the  fund,  has a modest  weighting  in  technology
companies, a group that did well during the six months. True to Selected Value's

2


fundamental value orientation,  the adviser continued to shun tech stocks in the
belief that their prices still were not low enough to offer good value.
     Meanwhile,  the fund's  holdings in the health  care,  "other  energy," and
materials & processing  sectors  handily  outperformed  those in the index,  but
these gains could not make up for our shortfalls in other areas.

YOUR FUND'S TIME-TESTED  VALUE APPROACH
Selected Value's investment  adviser,  the firm of Barrow,  Hanley,  Mewhinney &
Strauss,  seeks  out-of-favor  stocks of midsize  companies that are expected to
reward patient investors in the long run. The market is, of course, anything but
consistent--and  it has certainly tried investors'  patience in recent years. We
have  yet to learn  whether  the  recent  turnaround  represents  the end of the
historic bear market. But whatever awaits investors through the rest of 2003 and
beyond,  you can be assured  that the  Selected  Value  Fund will  adhere to the
strategy that has proven itself over the long haul.
     The fund is also committed to maintaining its cost-efficient  operations, a
competitive  advantage  that has given  Selected  Value a head start  every year
since its  inception in 1996.  The fund's  annualized  expense ratio of 0.78% is
only half the average of 1.58% charged by its mid-cap value competitors.
     The Selected Value Fund,  like any other fund  targeting a specific  market
segment, is most appropriate as just one component of a well-diversified  mix of
stock, bond, and money market investments. We believe that every investor should
develop such a mix in the  proportions  that suit individual  circumstances  and
goals. A balanced, diversified, and low-cost approach to investing is the proven
way to build long-term wealth.
     We thank you for your continued trust and confidence.


Sincerely,
John J. Brennan
Chairman and Chief Executive Officer                                May 9, 2003


- --------------------------------------------------------------------------------
Your Fund's Performance at a Glance              October 31, 2002-April 30, 2003

                                                       Distributions Per Share
                                                  ------------------------------
                           Starting       Ending       Income          Capital
                        Share Price  Share Price    Dividends            Gains
- --------------------------------------------------------------------------------
Selected Value Fund          $11.27       $11.51        $0.24            $0.00
- --------------------------------------------------------------------------------

3


REPORT FROM THE ADVISER
Vanguard  Selected  Value Fund  returned 4.3% for the six months ended April 30,
2003,  compared  with 7.1% for the Russell  Midcap Value Index.

THE  INVESTMENT ENVIRONMENT
Despite  a  relatively  stable  market,  a lot  happened  in the  fund's  fiscal
half-year:  Investors were frightened by the possibility of war,  depressed when
it was happening,  and then elated about the U.S. victory; the saga of corporate
greed and malfeasance  continued;  consumer  confidence fell at one point to its
lowest level in almost a decade;  and as we write this letter, the U.S. Congress
and the Bush  Administration  are  discussing  a  reduction  in the  taxation of
dividends, which could have a significant long-term impact on returns.
     During the period,  money  flowed out of most equity  funds and poured into
bond and money market funds. One might assume that this risk-averse  environment
would encourage  conservative  leadership in the stock market,  but this was not
so. The Nasdaq-100 Index was among the strongest-performing indexes.
For the six months, the best-performing  equities had the highest price/earnings
ratios and the lowest  dividend  yields.  Our guess is that since  these  stocks
declined  the most  during  the bear  market,  they are now seen as  having  the
greatest recovery potential.  Unfortunately,  the reality is that, in an economy
with  significant  excess  capacity,  capital  spending will probably be slow in
coming back. Most  technology  companies are either tied to this cycle or to the
related telecommunications  industry. While investors are returning to the scene
of the crime,  so to speak,  it is not as dangerous as it was in the late 1990s;
however,  we advise caution,  as these stocks are still expensive.  Don't rate a
stock as cheap after looking at what it used to sell for;  instead,  decide what
it should sell for,  considering  fundamental factors like earnings,  cash flow,
book value,  and  dividends.  In the fiscal  half-year,  investors  chose either
high-tech stocks with little or no earnings or bonds and money market funds. The
consensus of experts and amateurs  alike was that interest rates were at or near
the bottom and would soon rise.  However,  it is also a good bet that rates will
stay low until consumers and businesses  improve their balance sheets,  in which
case near-zero money market returns will be the reward for caution.  Equities in
general are neither  expensive  nor cheap,  but with a bland  business  outlook,
profits are not likely to support a dramatic market advance.

- --------------------------------------------------------------------------------
Investment Philosophy

The adviser believes that superior long-term  investment results can be obtained
by emphasizing  medium-size  companies with reasonable  financial strength whose
stocks are out of favor and undervalued by the market,  often because of special
situations that have temporarily depressed profits.
- --------------------------------------------------------------------------------

4


OUR SUCCESSES
Good stock selection in the health care sector, including companies such as VISX
and  Mylan   Laboratories,   contributed   significantly  to  fund  performance.
Miscellaneous industrial companies, such as BJ Services,  Reliant Resources, and
Millennium  Chemicals,  also helped.

OUR SHORTFALLS
Performance was hurt by an underinvestment  in financial services issues,  along
with  underperformance  in those we did own, such as Ambac Financial  Group. Our
holdings in tobacco (Carolina Group and R.J. Reynolds Tobacco Holdings) also did
not do well. We were too light in the utilities sector,  and our stock selection
there was subpar.  We have added three  companies  to this group that we believe
will prosper.

OUR PORTFOLIO POSITIONING
Our portfolio has an increased weighting in utilities, particularly those of the
aggressive type. We believe these companies are fixing their problems.  While we
are currently rather  underinvested in financial  stocks,  we are adding to this
area. We own little in the regional  banks  industry,  because these stocks seem
overpriced given their long-term potential.  We own no technology issues because
of their high price/earnings multiples,  which typically are around 30 (based on
trailing  earnings),  versus our  portfolio's  relatively  modest  multiple.  We
believe the fund's yield of 2.7% is attractive  when  compared  with  short-term
investments.

James P. Barrow,  Portfolio  Manager
Barrow,  Hanley,  Mewhinney & Strauss, Inc.

May 13, 2003

(Tables showing significant portfolio changes appear on pages 6 and 7.)

5

- --------------------------------------------------------------------------------
Significant Portfolio Changes                    Six Months Ended April 30, 2003

New Holdings          Comments
- --------------------------------------------------------------------------------
Xcel Energy           We purchased Xcel Energy in hopes that this stock will
                      rebound as the company sheds its energy-trading business
                      and becomes viewed as a regulated power generator.
                      The company's 7% yield, P/E of 8, and 0.8 price/book ratio
                      also help.

XL Capital            This firm is a leading  insurance  and  reinsurance
                      company based in Bermuda. XL Capital's  superior  balance
                      sheet,  outstanding  management,  and positioning  in a
                      strong  and  sustainable  insurance  market,  along  with
                      an attractive valuation (10 times this year's projected
                      earnings),  a strong dividend yield, and a reasonable
                      price/book ratio, make this stock a compelling investment.

Pinnacle West Capital We purchased  this stock because it sold equity to fix its
                      balance sheet, making its 5.5% dividend secure and its P/E
                      of 10 times earnings attractive.

CenterPoint Energy    The prospects for CenterPoint, previously the electric and
                      gas  distribution  network of Reliant Energy  (Houston
                      Lighting),  are somewhat confusing  in the short term
                      because of the nature of Texas deregulation. We expect
                      earnings of more than $1 per share in 2004 and a dividend
                      of $0.40 or more per share. This leveraged  utility should
                      offer good upside potential. The company is currently
                      selling a  convertible  bond,  which should not dilute the
                      value of its stock.

Tenet  Healthcare     Tenet Healthcare lost more than 70% of its value after it
                      was revealed that the company had improperly billed
                      Medicare for high-cost patients. We believe the market
                      overreacted to this event--the decline in earnings was
                      less severe, and management has moved aggressively to deal
                      with the controversy. Tenet's  earnings are poised to
                      rebound--demographic  trends are working in the hospital
                      industry's  favor, and the company is well positioned with
                      a portfolio of strong hospitals  located in markets with
                      above-average  population  growth. Given the prospects for
                      a rebound,  we believe Tenet is  attractively  valued at
                      only 8 times earnings and 1.2 times book value.
- --------------------------------------------------------------------------------

6

- --------------------------------------------------------------------------------
Eliminated Comments
- --------------------------------------------------------------------------------
Fortune  Brands       We sold Fortune on the basis of its  rising  price; should
                      it decline, it could well be bought back.

SLM                   This holding was sold because it was no longer a  mid-
                      capitalization stock (the company was valued at $15
                      billion),  its P/E of 21 was no longer low, and its 1%
                      yield was no longer high.

Ambac Financial Group Ambac was sold due to its extensive exposure to the
                      airline industry and a concern that continued financial
                      difficulty could lead to significant losses.

Hanover  Compressor   This stock was  eliminated  because of its  sensitivity to
                      falling  natural  gas  volumes.  Higher  prices have not
                      encouraged  enough new drilling  activity  to  reverse the
                      trend,  and it seems the United  States may simply resort
                      to liquid natural gas tankers to augment domestic
                      production in order to satisfy a growing demand.

TECO Energy           TECO has been punished by equity investors who doubt its
                      ability to earn a return on unregulated  power assets.
                      We would not normally be a seller on such matters,
                      but we have real concerns about the financial ability of
                      TECO's privately held partner in these huge projects.
- --------------------------------------------------------------------------------

See page 12 for a complete
listing of the fund's holdings.

7


Fund Profile                                                As of April 30, 2003

This Profile provides a snapshot of the fund's  characteristics,  compared where
indicated  with both an appropriate  market index and a broad market index.  Key
terms are defined on page 9.


SELECTED VALUE FUND
- ----------------------------------------------------------------------------
PORTFOLIO CHARACTERISTICS
                                               Comparative        Broad
                                Fund                Index*      Index**
- ----------------------------------------------------------------------------
Number of Stocks                  38                   602        5,546
Median Market Cap              $3.6B                 $4.0B       $28.2B
Price/Earnings Ratio           17.1x                 16.5x        20.8x
Price/Book Ratio                1.6x                  1.7x         2.6x
Yield                           2.7%                  2.5%         1.7%
Return on Equity               12.2%                 13.3%        20.9%
Earnings Growth Rate            4.0%                  6.7%         8.6%
Foreign Holdings                0.0%                  0.0%         0.3%
Turnover Rate                   39%Y                    --           --
Expense Ratio                 0.78%Y                    --           --
Cash Investments                1.4%                    --           --
- ----------------------------------------------------------------------------


- ----------------------------------------------
TEN LARGEST HOLDINGS (% of total net assets)

Royal Caribbean Cruises, Ltd.             3.8%
 (leisure)
Brunswick Corp.                           3.6
 (automotive and transport equipment)
UST, Inc.                                 3.6
 (tobacco)
Equity Office Properties Trust REIT       3.5
 (real estate)
Radian Group, Inc.                        3.5
 (financial services)
Kerr-McGee Corp.                          3.2
 (oil)
Dean Foods Co.                            3.2
 (food, beverage, and tobacco)
BJ Services Co.                           3.1
 (oil)
MeadWestvaco Corp.                        3.1
 (manufacturing)
Genuine Parts Co.                         3.0
 (retail)
- ----------------------------------------------
Top Ten 33.6%
- ----------------------------------------------
The "Ten Largest  Holdings"  excludes any
temporary cash  investments and equity index
products.

- --------------------------------------------------------------------------------
VOLATILITY MEASURES
                                    Comparative                 Broad
                      Fund               Index*    Fund       Index**
- --------------------------------------------------------------------------------
R-Squared             0.85                 1.00    0.41          1.00
Beta                  0.99                 1.00    0.57          1.00
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
SECTOR DIVERSIFICATION (% of portfolio)
                                              Comparative         Broad
                               Fund                Index*       Index**
Auto & Transportation          3.0%                  4.3%
2.6%
Consumer Discretionary         18.1                  12.2          15.6
Consumer Staples               11.5                   2.7           6.8
Financial Services             19.5                  31.5          22.5
Health Care                     9.4                   3.8          14.2
Integrated Oils                 3.2                   1.7           3.6
Other Energy                    9.0                   5.4           2.1
Materials & Processing          7.3                   9.8           3.7
Producer Durables               2.5                   5.7           3.9
Technology                      0.0                   6.1          13.2
Utilities                       8.9                  13.7           6.9
Other                           6.2                   3.1           4.9
- --------------------------------------------------------------------------------
Cash Investments                1.4                   .--           .--
- --------------------------------------------------------------------------------

- ---------------------
Investment Focus

Market Cap--Medium
Style--Value
- ---------------------

Visit our website at
www.vanguard.com
for regularly updated fund information.



*Russell Midcap Value Index.
**Wilshire 5000 Index.
YAnnualized.

8



GLOSSARY OF INVESTMENT TERMS

Beta. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and  downs of a  comparative  index and an  overall  market
index.  Each index is assigned a beta of 1.00.  Compared  with a given index,  a
fund with a beta of 1.20 typically  would have seen its share price rise or fall
by 12% when the index  rose or fell by 10%.  However,  a fund's  beta  should be
reviewed in conjunction with its R-squared (see definition below). The lower the
R-squared, the less correlation there is between the fund and the benchmark, and
the less reliable beta is as an indicator of volatility.
- --------------------------------------------------------------------------------
Cash  Investments.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash invested in futures contracts or other equity index
products to simulate stock investment.
- --------------------------------------------------------------------------------
Earnings  Growth Rate.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Foreign Holdings. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.
- --------------------------------------------------------------------------------
Median  Market  Cap.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.
- --------------------------------------------------------------------------------
Price/Book  Ratio.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.
- --------------------------------------------------------------------------------
Price/Earnings  Ratio.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.
- --------------------------------------------------------------------------------
R-Squared.  A measure of how much of a fund's past  returns can be  explained by
the returns from the market in general, as measured by a comparative index or an
overall market index. If a fund's total returns were precisely synchronized with
an index's  returns,  its R-squared would be 1.00. If the fund's returns bore no
relationship to the index's returns, its R-squared would be 0.
- --------------------------------------------------------------------------------
Return on  Equity.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.
- --------------------------------------------------------------------------------
Turnover  Rate. An indication of the fund's  trading  activity.  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  based on the  current  annualized  rate of
dividends paid on stocks in the index.
- --------------------------------------------------------------------------------


9


Performance Summary                                         As of April 30, 2003

All of the returns in this report  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.  An investor's  shares,  when
redeemed,  could be worth more or less than their  original  cost.  The  returns
shown do not reflect taxes that a shareholder would pay on fund distributions or
on the redemption of fund shares.


SELECTED VALUE FUND
- --------------------------------------------------------------------------------
Fiscal-Year Total Returns (%) February 15, 1996-April 30, 2003

Fiscal Year     Global Equity Fund    MSCI All Country World Index Free
1996                   0.7                         8.3
1997                  30.9                        32.5
1998                 -17.8                         5.7
1999                  -0.6                         5.7
2000                  19.1                        11.9
2001                     8                        -1.4
2002                  -5.4                          -3
2003*                  4.3                         7.1
- --------------------------------------------------------------------------------
*Six months ended April 30, 2003.
Note: See Financial  Highlights  table on page 16 for dividend and capital gains
information.


- --------------------------------------------------------------------------------
Average Annual Total Returns for periods ended March 31, 2003

This table  presents  average annual total returns  through the latest  calendar
quarter--rather  than  through  the end of the  fiscal  period.  Securities  and
Exchange Commission rules require that we provide this information.

                                                            Since Inception
                                      One      Five ----------------------------
                   Inception Date    Year     Years   Capital    Income    Total
- --------------------------------------------------------------------------------
Selected Value Fund     2/15/1996 -24.69%    -2.40%     2.14%     1.29%    3.43%
 Fee-Adjusted Returns*            -25.43     -2.40      2.14      1.29     3.43
- --------------------------------------------------------------------------------
*Reflective of the 1% fee that is assessed on redemptions of shares purchased on
or after August 7, 2001, and held for less than five years.


10

- --------------------------------------------------------------------------------
Notice to Shareholders

At a special  meeting of  shareholders  on December 3, 2002,  fund  shareholders
approved the following proposals:

- - Elect trustees for the fund.* The  individuals  listed in the table below were
elected as trustees for the fund.  All  trustees  served as trustees to the fund
prior to the shareholder meeting.

- --------------------------------------------------------------------------------
Trustee                                 For           Withheld   Percentage For
- --------------------------------------------------------------------------------
John J. Brennan                 887,330,003         25,858,480            97.2%
Charles D. Ellis                888,187,234         25,001,249            97.3
Rajiv L. Gupta                  886,074,024         27,114,458            97.0
JoAnn Heffernan Heisen          887,993,494         25,194,989            97.2
Burton G. Malkiel               885,287,279         27,901,204            96.9
Alfred M. Rankin, Jr.           888,562,679         24,625,804            97.3
J. Lawrence Wilson              885,572,035         27,616,448            97.0
- --------------------------------------------------------------------------------
*Results are for all funds within the same trust.


- - Change the fund's  policy on  investing  in other  mutual  funds.  This change
enables the fund to invest its cash  reserves in specially  created money market
and short-term bond funds. This new cash management program, which is similar to
those of other  large  mutual  fund  complexes,  should help the fund to achieve
greater  diversification  and to  earn  modestly  higher  returns  on  its  cash
reserves.  The fund will need Securities and Exchange Commission approval before
implementing this new cash management program.

- --------------------------------------------------------------------------------
                                                      Broker        Percentage
        For         Against          Abstain       Non-Votes               For
735,242,712      43,484,694       20,726,977      35,544,050             88.1%
- --------------------------------------------------------------------------------



Note: Vote tabulations are rounded to the nearest whole number.

11

- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS                                  April 30, 2003 (unaudited)

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  (common  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.  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, but
may  differ  because  certain   investments  or  transactions   may  be  treated
differently  for  financial  statement  and tax purposes.  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 be
realized if the fund were to sell all of its investments at their statement-date
values.

- --------------------------------------------------------------------------------
                                                                         Market
                                                                         Value*
Selected Value Fund                                   Shares              (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (98.6%)
- --------------------------------------------------------------------------------
Auto & Transportation (3.0%)
 Genuine Parts Co.                                   972,700             31,097
Consumer Discretionary (18.2%)
  Royal Caribbean Cruises, Ltd.                    2,097,100             38,943
  Dollar General Corp.                             2,044,600             29,729
  The Stanley Works                                1,219,200             29,297
  IKON Office Solutions, Inc.                      3,750,400             29,103
  Viad Corp.                                       1,217,000             24,474
* Service Corp. International                      7,021,700             23,733
  Wendy's International, Inc.                        370,900             10,771
                                                                 ---------------
                                                                        186,050
                                                                 ---------------
Consumer Staples (11.5%)
  UST, Inc.                                        1,170,700             36,678
* Dean Foods Co.                                     743,100             32,347
  Carolina Group                                   1,603,600             29,474
  R.J. Reynolds Tobacco
   Holdings, Inc.                                    695,400             19,590
                                                                 ---------------
                                                                        118,089
                                                                 ---------------
Financial Services (19.4%)
 Equity Office Properties
  Trust REIT                                       1,376,100             35,737
 Radian Group, Inc.                                  900,000             35,730
 Crescent Real Estate, Inc. REIT                   2,135,900             30,287
 TCF Financial Corp.                                 763,200             30,223
 American Financial Group, Inc.                    1,192,800             26,456
 Ryder System, Inc.                                  676,300             16,799
 Deluxe Corp.                                        357,000             15,712
 XL Capital Ltd. Class A                              98,000              8,065
                                                                  --------------
                                                                        199,009
                                                                  --------------
Health Care (9.4%)
  Mylan Laboratories, Inc.                         1,080,800             30,554
* VISX Inc.                                        1,524,400             23,872
* Tenet Healthcare Corp.                           1,431,900             21,249
  IMS Health, Inc.                                 1,363,700             21,001
                                                                  --------------
                                                                         96,676
                                                                  --------------
Integrated Oils (3.2%)
 Kerr-McGee Corp.                                    780,500             32,867
 Other Energy (9.0%)
* BJ Services Co.                                    883,800             32,268
  GlobalSantaFe Corp.                              1,433,785             30,339
* Reliant Resources, Inc.                          5,230,000             29,393
                                                                  --------------
                                                                         92,000
                                                                  --------------
Materials & Processing (7.3%)
 MeadWestvaco Corp.                                1,353,200             31,922
 Eastman Chemical Co.                                723,900             22,101
 Millennium Chemicals, Inc.                        1,505,100             20,936
                                                                  --------------
                                                                         74,959
                                                                  --------------
Producer Durables (2.5%)
 Goodrich Corp.                                    1,820,000             25,608


12

- --------------------------------------------------------------------------------
                                                                         Market
                                                                         Value*
                                                      Shares              (000)
- --------------------------------------------------------------------------------
Utilities (8.9%)
 Entergy Corp.                                       613,000             28,572
 Pinnacle West Capital Corp.                         774,700             25,736
 Xcel Energy, Inc.                                 1,550,000             20,956
 CenterPoint Energy Inc.                           2,039,400             16,111
                                                                  --------------
                                                                         91,375
                                                                  --------------
Other (6.2%)
 Brunswick Corp.                                   1,693,600             36,971
 ITT Industries, Inc.                                456,100             26,591
                                                                  --------------
                                                                         63,562
                                                                  --------------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
 (Cost $1,093,935)                                                    1,011,292
- --------------------------------------------------------------------------------

                                                        Face
                                                      Amount
                                                       (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (2.3%)
- --------------------------------------------------------------------------------
Repurchase Agreements
Collateralized by U.S. Government
 Obligations in a Pooled Cash Account
 1.32%, 5/1/2003                                     $15,054             15,054
 1.32%, 5/1/2003--Note G                               8,871              8,871
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
 (Cost $23,925)                                                          23,925
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (100.9%)
 (Cost $1,117,860)                                                    1,035,217
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.9%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                      2,471
Liabilities--Note G                                                     (12,276)
                                                                 ---------------
                                                                         (9,805)
                                                                 ---------------
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 89,086,263 outstanding $.001
 par value shares of beneficial interest
 (unlimited authorization)                                           $1,025,412
================================================================================

NET ASSET VALUE PER SHARE                                                $11.51
================================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
REIT--Real Estate Investment Trust.

- --------------------------------------------------------------------------------
                                                      Amount                Per
                                                       (000)              Share
- --------------------------------------------------------------------------------
AT APRIL 30, 2003, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
Paid-in Capital                                   $1,199,432             $13.46
Undistributed Net
 Investment Income                                     3,510                .04
Accumulated Net
 Realized Losses                                     (94,887)             (1.06)
Unrealized Depreciation                              (82,643)              (.93)
NET ASSETS                                        $1,025,412             $11.51
================================================================================
See Note E in Notes to Financial  Statements for the tax-basis components of net
assets.


13


STATEMENT OF OPERATIONS

This Statement shows the types of 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 income  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) of investments during the period.

- --------------------------------------------------------------------------------
                                                            Selected Value Fund
                                                Six Months Ended April 30, 2003
                                                                          (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Income
 Dividends                                                             $ 14,431
 Interest                                                                   157
 Security Lending                                                           238
  Total Income                                                           14,826
Expenses
 Investment Advisory Fees--Note B
  Basic Fee                                                               1,359
  Performance Adjustment                                                    544
The Vanguard Group--Note C
 Management and Administrative                                            2,022
 Marketing and Distribution                                                  79
Custodian Fees                                                               18
Shareholders' Reports and Proxies                                            25
Trustees' Fees and Expenses                                                   1
  Total Expenses                                                          4,048
  Expenses Paid Indirectly--Note D                                         (219)
  Net Expenses                                                            3,829
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    10,997
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS) ON INVESTMENT SECURITIES SOLD                  (37,285)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES 66,410
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         $40,122
================================================================================


14


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.

- --------------------------------------------------------------------------------
                                                        Selected Value Fund
                                              ----------------------------------
                                                  Six Months               Year
                                                       Ended              Ended
                                              April 30, 2003      Oct. 31, 2002
                                                       (000)              (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations
 Net Investment Income                              $ 10,997          $ 19,117
 Realized Net Gain (Loss)                            (37,285)          (54,412)
 Change in Unrealized Appreciation (Depreciation)     66,410           (86,264)
  Net Increase (Decrease) in Net Assets
  Resulting from Operations                           40,122          (121,559)
- --------------------------------------------------------------------------------
Distributions
 Net Investment Income                               (22,483)          (12,795)
 Realized Capital Gain                                    --                --
  Total Distributions                                (22,483)          (12,795)
- --------------------------------------------------------------------------------
Capital Share Transactions1
 Issued                                              104,514           598,502
 Issued in Lieu of Cash Distributions                 19,975            11,420
 Redeemed*                                          (174,732)         (320,462)
  Net Increase (Decrease) from Capital
  Share Transactions                                 (50,243)          289,460
 Total Increase (Decrease)                           (32,604)          155,106
- --------------------------------------------------------------------------------
Net Assets
 Beginning of Period                               1,058,016            902,910
 End of Period                                    $1,025,412         $1,058,016
================================================================================
1Shares Issued (Redeemed)
 Issued                                                9,305             44,189
 Issued in Lieu of Cash Distributions                  1,748                900
 Redeemed                                            (15,850)           (26,037)
Net Increase (Decrease) in Shares Outstanding         (4,797)            19,052
================================================================================
*Net of redemption fees of $619,000 and $1,101,000, respectively.


15


FINANCIAL HIGHLIGHTS

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders  on a per-share  basis. It also presents the 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.



Selected Value Fund
- ------------------------------------------------------------------------------------------------------------
                                                                                    
                                                                            Year Ended October 31,
                                                  Six Months Ended   ---------------------------------------
For a Share Outstanding Throughout Each Period      April 30, 2003     2002    2001    2000    1999    1998
- ------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                        $11.27   $12.07  $11.42  $ 9.75  $10.23  $12.98
- ------------------------------------------------------------------------------------------------------------
Investment Operations
 Net Investment Income                                         .12      .21     .15     .27     .12     .07
 Net Realized and Unrealized Gain (Loss) on Investments*       .36     (.84)    .74    1.56    (.19)  (2.31)
  Total from Investment Operations                             .48     (.63)    .89    1.83    (.07)  (2.24)
Distributions
 Dividends from Net Investment Income                         (.24)    (.17)   (.24)   (.16)   (.08)   (.05)
 Distributions from Realized Capital Gains                      --       --      --      --    (.33)   (.46)
- ------------------------------------------------------------------------------------------------------------
  Total Distributions                                         (.24)    (.17)   (.24)   (.16)   (.41)   (.51)
- ------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                              $11.51   $11.27  $12.07  $11.42  $ 9.75  $10.23
============================================================================================================
Total Return**                                               4.27%   -5.38%   7.95%  19.10%  -0.61% -17.80%
============================================================================================================
Ratios/Supplemental Data
 Net Assets, End of Period (Millions)                       $1,025   $1,058    $903    $152    $193    $152
 Ratio of Total Expenses to Average Net Assets               0.78%Y   0.74%   0.70%   0.63%   0.73%   0.65%
 Ratio of Net Investment Income to Average Net Assets        2.12%Y   1.63%   1.67%   2.40%   1.31%   0.58%
 Portfolio Turnover Rate                                       39%Y     50%     67%     40%    102%     47%
============================================================================================================
*Includes increases from redemption fees of $.01 in 2003, $.01 in 2002, and $.00
in 2001.
**Total  returns do not reflect the 1% fee  assessed  on  redemptions  of shares
purchased on or after August 7, 2001, and held for less than five years.
YAnnualized.


Notes to Financial Statements

Vanguard  Selected Value Fund is registered under the Investment  Company Act of
1940 as an  open-end  investment  company,  or  mutual  fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.
     1. Security Valuation:  Securities are valued as of the close of trading on
the New York Stock Exchange  (generally 4:00 p.m. Eastern time) on the valuation
date. Equity securities are valued at the latest quoted sales prices or official
closing prices taken from the primary market in which each security trades; such
securities not traded on the valuation date are valued at the mean of the latest
quoted bid and asked  prices.  Securities  for which market  quotations  are not
readily  available,  or whose  values  have been  materially  affected by events
occurring  before the fund's pricing time but after the close of the securities'
primary  markets,  are  valued by  methods  deemed by the board of  trustees  to
represent  fair  value.  Temporary  cash  investments  acquired  over 60 days to
maturity 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.
Other  temporary  cash   investments   are  valued  at  amortized  cost,   which
approximates market value.
     2.  Repurchase  Agreements:  The fund,  along  with  other  members  of The
Vanguard Group,  transfers  uninvested cash balances into 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.
     3.  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.
     4.  Distributions:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend date.
     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.  Fees  assessed on  redemptions  of
capital shares are credited to paid-in capital.

B. Barrow,  Hanley,  Mewhinney & Strauss,  Inc.,  provides  investment  advisory
services  to the fund  for a fee  calculated  at an  annual  percentage  rate of
average net assets.  The basic fee is subject to quarterly  adjustments based on
the fund's  performance  for the preceding  three years  relative to the Russell
Midcap Index for periods  prior to August 1, 2001,  and the new  benchmark,  the
Russell Midcap Value Index,  beginning August 1, 2001. The benchmark change will
be fully phased in by August 2004.  For the six months ended April 30, 2003, the
investment  advisory fee represented an effective  annual basic rate of 0.26% of
the fund's  average net assets  before an increase of $544,000  (0.10%) based on
performance.

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, 2003,  the fund had  contributed  capital of $184,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.18% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also directors and officers of Vanguard.


17

Notes to Financial Statements (continued)

D. The fund has asked its investment  adviser to direct certain security trades,
subject to obtaining the best price and execution, to brokers who have agreed to
rebate to the fund part of the  commissions  generated.  Such  rebates  are used
solely to reduce the fund's management and administrative  expenses. For the six
months ended April 30, 2003, these  arrangements  reduced the fund's expenses by
$219,000 (an annual rate of 0.04% of average net assets).

E.  Distributions  are  determined  on a tax  basis  and  may  differ  from  net
investment income and realized capital gains for financial  reporting  purposes.
Differences   may  be  permanent  or  temporary.   Permanent   differences   are
reclassified among capital accounts in the financial statements to reflect their
tax  character.  Temporary  differences  arise  when  certain  items of  income,
expense,  gain,  or loss are  recognized  in  different  periods  for  financial
statement and tax purposes;  these  differences will reverse at some time in the
future.  Differences  in  classification  may also result from the  treatment of
short-term gains as ordinary income for tax purposes.
     The fund's  tax-basis  capital gains and losses are determined  only at the
end of each fiscal year.  For tax  purposes,  at October 31, 2002,  the fund had
available  realized  losses of $57,536,000 to offset future net capital gains of
$2,092,000  through October 31, 2007,  $1,032,000  through October 31, 2008, and
$54,412,000  through October 31, 2010. The fund will use these capital losses to
offset net  taxable  capital  gains,  if any,  realized  during the year  ending
October 31, 2003;  should the fund realize net capital  losses for the year, the
losses will be added to the loss carryforward balances above.
     At April 30, 2003, net unrealized depreciation of investment securities for
tax purposes was $82,643,000,  consisting of unrealized gains of $104,014,000 on
securities  that had risen in value since their  purchase  and  $186,657,000  in
unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended April 30, 2003, the fund  purchased  $197,380,000
of investment securities and sold $243,638,000 of investment  securities,  other
than  temporary cash  investments.

G. The market value of securities on loan to  broker/dealers  at April 30, 2003,
was $8,670,000,  for which the fund held cash collateral of $8,871,000. The fund
invests  cash  collateral  received  in  repurchase  agreements,  and  records a
liability for the return of the collateral, during the period the securities are
on loan.


18

- --------------------------------------------------------------------------------
Investing Is Fast and Easy on Vanguard.com

If you're like many  Vanguard  investors,  you  believe in  planning  and taking
control of your own  investments.  Vanguard.com(R)  was built for you--and  it's
getting  better  all the  time.

MANAGE  YOUR  INVESTMENTS  WITH  EASE
Log on to Vanguard.com and:
     *    See what you own (at Vanguard and  elsewhere)  and how you're doing by
          using our Consolidated View(TM) tool.
     *    Check your overall asset  allocation,  no matter where your assets are
          held.
     *    Compare your holdings with industry benchmarks.
     *    Analyze your personal performance.
     *    Invest online and even manage the mail you get from us. (Prefer to get
          fund reports like this one online? Just let us know!)
     *    Set up a Watch List to make it easy to track funds and  securities  of
          interest.

PLAN YOUR  INVESTMENTS  WITH CONFIDENCE
Go to our Planning & Advice and Research Funds & Stocks sections and:
     *    Take our  Investor  Questionnaire  to find out what  asset  allocation
          might best suit your needs.
     *    Find out how much you  should  save  for  retirement  and for  college
          costs.
     *    Discover  how  investment  costs  affect your bottom line by using our
          Compare Fund Costs tool.
     *    Find out how to maximize your  after-tax  returns in our  PlainTalk(R)
          guide Be a Tax-Savvy Investor.
     *    Attend our quarterly PlainTalk webcasts on investing.


Find out what Vanguard.com can do for you. Log on today!

19

- --------------------------------------------------------------------------------
CAPITALIZE ON YOUR IRA

Are you taking full advantage of your individual  retirement account? You really
should be. The contribution  limits on IRAs were recently  raised,  making these
tax-deferred  accounts more powerful options for retirement  savers.
     Here's how you can exploit your IRA--and improve your chances of having the
retirement of your dreams.

- - Contribute the maximum amount each year.
It may be an  obvious  point,  but if you  invest as much in your IRA as the law
allows--currently  $3,000 per tax year if you are under age 50 and $3,500 if you
are age 50 or over--you will increase the odds of meeting your retirement goals.
"Max out" every year you can.

- - Make it automatic.
Put your IRA on autopilot by taking advantage of Vanguard's Automatic Investment
Plan.  Your IRA  contributions  will be  deducted  from your bank  account  on a
schedule of your choosing, making retirement investing a healthy habit.

- - Consider cost.
The owners of low-cost  investments keep a larger portion of their gross returns
than the owners of high-cost investments.  Over the long term, avoiding costlier
mutual funds and brokerage commissions could significantly boost your retirement
savings. Our low costs are one reason a Vanguard IRA(R) is such a smart choice.

- - Request a direct rollover when you change jobs.
Don't spend your retirement assets before you've retired.  When you change jobs,
roll your 401(k) or other  employer-sponsored  retirement  plan assets  directly
into your IRA.

     If you have questions  about your IRA, want to transfer an IRA from another
institution to Vanguard,  or need help with any other IRA transaction,  call our
Retirement Resource Center at 1-800-205-6189 or visit Vanguard.com. You can open
or fund your IRA on our  website,  and have a  confirmation  in your hand within
minutes.



The People Who Govern Your Fund

The  trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests since, as a shareholder,  you are a part owner of
the fund.  Your  fund  trustees  also  serve on the  board of  directors  of The
Vanguard  Group,  Inc.,  which is owned by the  Vanguard(R)  funds and  provides
services to them on an at-cost basis.
     A majority of Vanguard's board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
investments they have made as private individuals. Our independent board members
bring  distinguished  backgrounds in business,  academia,  and public service to
their task of working  with  Vanguard  officers to  establish  the  policies and
oversee the activities of the funds.
     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  trustees/directors;   and  electing
Vanguard  officers.  The dates in  parentheses  below show when each trustee was
initially elected.


- --------------------------------------------------------------------------------
JOHN J. BRENNAN*       Chairman of the Board, Chief Executive Officer, and
(1987)                 Director/Trustee of The Vanguard Group, Inc., and of each
                       of the investment companies served by The Vanguard Group.
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES

CHARLES D. ELLIS       The  Partners  of  '63  (pro bono ventures in education);
(2001)                 Senior  Adviser  to  Greenwich  Associates (international
                       business  strategy consulting); Successor Trustee of Yale
                       University;  Overseer of the Stern  School of Business at
                       New York University; Trustee  of  the Whitehead Institute
                       for Biomedical Research.
- --------------------------------------------------------------------------------
RAJIV L. GUPTA         Chairman and Chief Executive Officer(since October 1999),
(2001)                 Vice Chairman (January-September 1999),and Vice President
                       (prior to September1999) of Rohm and Haas Co.(chemicals);
                       Director of Technitrol, Inc. (electronic components), and
                       Agere Systems (communications components);  Board Member
                       of  the  American  Chemistry  Council; Trustee  of Drexel
                       University.
- --------------------------------------------------------------------------------
JOANN HEFFERNAN HEISEN Vice President, Chief  Information Officer, and Member of
(1998)                 the   Executive   Committee    of   Johnson   &   Johnson
                       (pharmaceuticals/consumer products);  Director   of   the
                       Medical  Center  at  Princeton  and  Women's Research and
                       Education Institute.
- --------------------------------------------------------------------------------
BURTON G. MALKIEL      Chemical Bank Chairman's Professor of Economics,Princeton
(1977)                 University; Director  of  Vanguard  Investment Series plc
                       (Irish  investmentfund)  (since November 2001),  Vanguard
                       Group (Ireland)Limited (Irish investment management firm)
                       (since  November   2001),  Prudential  Insurance  Co.  of
                       America,  BKF Capital (investment  management  firm), The
                       Jeffrey Co. (holding company), and NeuVis, Inc. (software
                       company).
- --------------------------------------------------------------------------------
ALFRED M. RANKIN, JR.  Chairman,  President,  Chief   Executive   Officer,   and
(1993)                 Director  of  NACCO  Industries,  Inc.  (forklift trucks/
                       housewares/lignite);  Director  of  Goodrich  Corporation
                       (industrial  products/aircraft   systems  and  services);
                       Director  until  1998  of  Standard  Products  Company (a
                       supplier for the automotive industry).
- --------------------------------------------------------------------------------
J. LAWRENCE WILSON     Retired Chairman and Chief Executive Officer of  Rohm and
(1985)                 Haas Co.(chemicals);  Director  of  Cummins  Inc. (diesel
                       engines),   MeadWestvaco   Corp.  (paper  products),  and
                       AmerisourceBergen  Corp.  (pharmaceutical  distribution);
                       Trustee of Vanderbilt University.
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS*

R. GREGORY BARTON      Secretary; Managing Director and  General  Counsel of The
                       Vanguard Group, Inc. (since September 1997); Secretary of
                       The  Vanguard  Group  and   of  each  of  the  investment
                       companies served by The Vanguard Group; Principal  of The
                       Vanguard Group (prior to September 1997).

THOMAS J. HIGGINS      Treasurer;  Principal  of   The   Vanguard  Group,  Inc.;
                       Treasurer  of each  of the investment companies served by
                       The Vanguard Group.
- --------------------------------------------------------------------------------
*Officers  of the funds are  "interested  persons" as defined in the  Investment
Company Act of 1940.

More  information   about  the  trustees  is  in  the  Statement  of  Additional
Information, available from The Vanguard Group.
- --------------------------------------------------------------------------------
VANGUARD SENIOR MANAGEMENT TEAM

MORTIMER J. BUCKLEY,   Information  Technology.  F. William McNabb, III,  Client
                       Relationship Group.
JAMES H. GATELY,       Investment  Programs  and Services.  Michael  S.  Miller,
                       Planning and Development.
KATHLEEN C. GUBANICH,  Human Resources. Ralph K. Packard, Finance.

IAN A. MACKINNON,      Fixed  Income  Group.  George  U.  Sauter,   Quantitative
                       Equity Group.
- --------------------------------------------------------------------------------
JOHN C. BOGLE,         Founder; Chairman and Chief Executive Officer, 1974-1996.



[Vanguard Ship Logo]
Post Office Box 2600
Valley Forge, PA 19482-2600

Vanguard,  The  Vanguard  Group,  Vanguard.com,  Consolidated  View,  PlainTalk,
Vanguard  IRA,  Wellington,  and the ship logo are  trademarks  of The  Vanguard
Group, Inc.

All other marks are the exclusive property of their respective owners.

ABOUT OUR COVER
The  photographs  of the sails and ship that  appear on the cover of this report
are copyrighted by Michael Kahn.

FOR MORE INFORMATION
This report is intended for the fund's  shareholders.  It may not be distributed
to  prospective  investors  unless it is preceded or  accompanied by the current
fund prospectus.
     To receive a free copy of the  prospectus  or the  Statement of  Additional
Information,  or to  request  additional  information  about  the  fund or other
Vanguard funds, please contact us at one of the adjacent telephone numbers or by
e-mail through Vanguard.com(R). Prospectuses may also be viewed online.

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

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

DIRECT INVESTOR ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

TEXT TELEPHONE
1-800-952-3335

(C) 2003 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.

Q9342 062003


Item 2: Code(s) of Ethics for senior financial officers - Item not applicable to
semi-annual report.

Item 3: Audit  Committee  Financial  Expert - Item not applicable to semi-annual
report.

Item 4:  Principal  Accountant  Fees  and  Services  - Item  not  applicable  to
semi-annual report.

Item 5: Not Applicable.

Item 6: Reserved.

Item 7: Not applicable.

Item 8: Reserved.

Item 9: Controls and Procedures.

     (a)  Disclosure  Controls  and  Procedures.  The  Principal  Executive  and
Financial  Officers  concluded  that the  Registrant's  Disclosure  Controls and
Procedures are effective  based on their  evaluation of the Disclosure  Controls
and Procedures as of a date within 90 days of the filing date of this report.

     (b) Internal  Controls.  There were no significant  changes in Registrant's
internal  controls or in other  factors  that could  significantly  affect these
controls  subsequent to the date of their  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Item 10: Exhibits attached hereto.

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

         VANGUARD WHITEHALL FUNDS

BY:_____________(signature)________________
               (HEIDI STAM)
             JOHN J. BRENNAN*
         CHIEF EXECUTIVE OFFICER

Date:  June 16, 2003

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

         VANGUARD WHITEHALL FUNDS

BY:_____________(signature)________________
               (HEIDI STAM)
             JOHN J. BRENNAN*
         CHIEF EXECUTIVE OFFICER

Date:  June 16, 2003

         VANGUARD WHITEHALL FUNDS


BY:_____________(signature)________________
                (HEIDI STAM)
              THOMAS J. HIGGINS*
                 TREASURER


Date: June 16, 2003

*By Power of  Attorney.  See File Number  2-57689,  filed on December  26, 2002.
Incorporated by Reference.