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: 811-1685

Name of Registrant: VANGUARD MORGAN GROWTH FUND

Address of Registrant: P.O. BOX 2600, VALLEY FORGE, PA 19482

Name and address of agent for service: R. GREGORY BARTON
                                       P.O. BOX 876
                                       VALLEY FORGE, PA 19482

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

Date of fiscal year end:  September 30

Date of reporting period:  October 1, 2002 - September 30, 2003

ITEM 1: Reports to Shareholders


VANGUARD(R) MORGAN(TM) GROWTH FUND

SEPTEMBER 30, 2003

[PICTURE]

ANNUAL REPORT

THE VANGUARD GROUP(R)LOGO



HOW TO READ YOUR FUND REPORT

This report contains information that can help you evaluate your investment.  It
includes  details  about your fund's  return and presents data and analysis that
provide insight into the fund's performance and investment approach.

By reading the letter from Vanguard's chairman,  John J. Brennan,  you'll get an
understanding  of how the fund invests and how the market  environment  affected
its  performance.   The  statistical  information  that  follows  can  help  you
understand how the fund's performance and characteristics stack up against those
of similar funds and market benchmarks.

It's  important to keep in mind that any opinions  expressed here are just that:
informed  opinions.  They should not be  considered  promises  or advice.  These
opinions, like the statistics, cover the period through the date on the cover of
this  report.  The  risks  of  investing  in the  fund  are  spelled  out in the
prospectus.

Frequent  updates on the fund's  performance and  information  about some of its
holdings are available on Vanguard.com.
- --------------------------------------------------------------------------------
CONTENTS

 1 letter from the chairman
 6 fund profile
 7 glossary of investment terms
 8 performance summary
 9 your fund's after-tax returns
10 about your fund's expenses
11 financial statements
25 advantages of vanguard.com
- --------------------------------------------------------------------------------
SUMMARY

*    The Investor  Shares of Vanguard  Morgan Growth Fund returned  27.6% during
     the 12 months ended September 30, 2003.

*    The  fund's  return  was on par with those of its  average  peer fund,  the
     benchmark index, and the overall U.S. stock market.

*    The broad market  endured  great  volatility  before  achieving a sustained
     rally in the second half of the fiscal year.

*    Almost all market segments and industrial  sectors posted remarkable gains.
     Particularly  strong were smaller  growth stocks and issues in the volatile
     technology and utilities sectors.

WANT LESS CLUTTER IN YOUR MAILBOX?  JUST REGISTER WITH  VANGUARD.COM  AND OPT TO
GET FUND REPORTS ONLINE.


LETTER FROM THE CHAIRMAN

FELLOW SHAREHOLDER,

The financial  markets were  particularly  volatile during the fiscal year ended
September  30, 2003,  with stocks  hitting a six-year  low at the start,  then a
series of peaks and valleys before  beginning their  remarkable  rally in March.
For the full 12 months,  the  Investor  Shares of  Vanguard  Morgan  Growth Fund
returned 27.6% and the Admiral Shares  27.7%--stellar  results in absolute terms
and roughly on par with the fund's comparative measures.

[PICTURES OF JOHN J. BRENNAN]

As the  adjacent  table  shows,  your fund  slightly  outpaced  both its primary
benchmark--the  Russell 3000 Growth Index,  representing the growth issues among
the 3,000 largest U.S.  stocks--and the broad market as measured by the Wilshire
5000 Total Market Index.  Morgan Growth  slightly  lagged the average  multi-cap
growth  mutual  fund,  in part  because  your fund was  relatively  light on the
priciest technology stocks, which strongly rebounded during the fiscal year.


- ---------------------------------------------------------
2003 TOTAL RETURNS                      FISCAL YEAR ENDED
                                             SEPTEMBER 30
- ---------------------------------------------------------
VANGUARD MORGAN GROWTH FUND
  Investor Shares                                   27.6%
  Admiral Shares                                    27.7
Russell 3000 Growth Index                           26.9
Average Multi-Cap Growth Fund*                      28.7
Wilshire 5000 Index                                 26.3
- ---------------------------------------------------------
*Derived from data provided by Lipper Inc.


Details on changes in the fund's net asset value and on per-share  distributions
for the Investor and Admiral  Shares can be found in the table on page 5. If you
hold your  shares  in a  taxable  account,  you may wish to  review  the  fund's
after-tax returns on page 9.

                                       1



STOCKS REBOUNDED POWERFULLY AS THE BEAR RETREATED

As the fiscal year got under way last October,  U.S.  stock prices  rallied from
their bear-market lows, then stalled in the face of investor  apprehension about
imminent military conflict with Iraq and the seeming  creakiness of the national
economy.  Those concerns dissipated with the start of combat operations in March
and the arrival of data  suggesting  that the economy  was  grinding  into gear:
reports of unexpected  growth in corporate  earnings and  stronger-than-forecast
advances in the gross domestic product.

- --------------------------------------------------------------------------------
ADMIRAL(TM)SHARES

A lower-cost class of share available to many longtime shareholders and to those
with significant investments in the fund.
- --------------------------------------------------------------------------------

Beginning in March,  stocks surged, with the broad market, as represented by the
Wilshire 5000 Index, returning a robust 26.3% for the 12 months. Both small- and
large-capitalization  stocks produced  outstanding  returns,  though  investors'
renewed appetite for risk propelled  small-caps  higher.  International  markets
also posted strong  returns,  which were enhanced for U.S.-based  investors by a
decline in the U.S.  dollar relative to major  currencies.

RISK WAS REWARDED IN THE BOND MARKET

A taste for risk was also apparent in the bond market.  In general,  the riskier
the bond, the better the performance. The Lehman Brothers High Yield Bond Index,
a benchmark of below-investment-grade bonds, returned a stunning 30%. Bonds with
at least some degree of credit risk outperformed  similar-maturity U.S. Treasury
bonds,  which have  virtually  no risk of  default.  The broad  investment-grade
market, as measured by the Lehman Aggregate Bond Index, returned 5.4%.


- --------------------------------------------------------------------------------
MARKET BAROMETER                                   AVERAGE ANNUAL TOTAL RETURNS
                                                PERIODS ENDED SEPTEMBER 30, 2003
                                        ----------------------------------------
                                              ONE            THREE          FIVE
                                             YEAR            YEARS         YEARS
- --------------------------------------------------------------------------------
STOCKS
Russell 1000 Index (Large-caps)             25.1%           -10.3%          1.5%
Russell 2000 Index (Small-caps)             36.5             -0.8           7.5
Wilshire 5000 Index (Entire market)         26.3             -9.5           2.0
MSCI All Country World Index Free
   ex USA (International)                   29.0             -7.4           2.1
- --------------------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index                  5.4%             8.9%          6.6%
   (Broad taxable market)
Lehman Municipal Bond Index                  3.9              7.7           5.7
Citigroup 3-Month Treasury Bill Index        1.2              2.7           3.7
================================================================================
CPI
Consumer Price Index                         2.3%             2.2%          2.5%
- --------------------------------------------------------------------------------

                                       2



Most  interest  rates  rose,  making a small dent in bond  prices  and  modestly
reducing  total  returns.  The  yield of the  benchmark  10-year  Treasury  note
finished the fiscal year at 3.94%,  up 35 basis points (0.35  percentage  point)
from  September  30, 2002.  In the  shortest  maturities,  however,  yields fell
sharply, as the Federal Reserve Board reduced its target for short-term interest
rates by 75 basis  points.  The yield of the 3-month  Treasury  bill declined 61
basis points,  helping to push the yields of  short-term  vehicles such as money
market funds below 1%.

A REMARKABLE TURNAROUND FOR STOCK FUNDS

Morgan Growth Fund's fiscal-year return reflected a remarkable turnaround in the
equity markets after almost three years of decline.  The fund enjoyed especially
strong returns from stocks of software,  Internet, and other tech companies that
rebounded  from  their  bear-market  lows.  Microsoft,  Dell,  Intel,  and Cisco
Systems, for example, produced big gains as the long freeze in corporate capital
spending showed some signs of thawing.  Cell-phone  giant Nextel was another big
winner.

Overall, 10 out of 12 sectors in your fund posted double-digit gains, ranging up
to  a  stunning   80%   return  for  the   utilities   group   (which   includes
telecommunication and cable companies).  But it was technology that had the most
impact  on  performance.   These  stocks--the  fund's   third-largest   industry
weighting, averaging roughly 16% of assets--returned 54%.


- ------------------------------------------------------------------
FUND ASSETS MANAGED                           SEPTEMBER 30, 2003
                                       ---------------------------
                                        $ MILLION       PERCENTAGE
- ------------------------------------------------------------------
Wellington Management Company, llp         $1,397              37%
Vanguard Quantitative Equity Group          1,115              30
Franklin Portfolio Associates, LLC          1,038              28
Cash Investments*                             170               5
- ------------------------------------------------------------------
Total                                      $3,720             100%
- ------------------------------------------------------------------
* This cash is  invested  by The  Vanguard  Group in equity  index  products  to
simulate  investment  in stocks.  Each  advisor  also may maintain a modest cash
position.


However, your fund avoided the sector's more speculative companies, which proved
to be some of the strongest  performers during the fiscal year. This positioning
put your fund at a  disadvantage  relative to  competing  growth  funds and kept
Morgan  Growth's tech returns a bit behind those of its benchmark  index. In the
Russell  3000 Growth  Index,  for example,  technology  issues had both a higher
weighting (21%) and a higher return (+61%) than those in your fund. Nonetheless,
the fund  outperformed  the index for the 12 months  because of  superior  stock
selection in other sectors.

                                       3


The fund's underweighting of technology stocks--which, even after three years of
decline, still sport some of the highest prices relative to earnings and book
values--reflects the advisors' preference for growth stocks with moderate
valuations. This can help our performance compared with other growth funds when
the priciest stocks are slumping, but it can have the opposite effect when those
stocks soar. During the past fiscal year, they soared, giving a slight edge to
the average peer fund.

As you know, three investment advisors manage your fund's assets, providing
further diversification through differing management styles. The table on page 3
shows the percentage of assets managed by each advisor at the fiscal year-end.

MODERATION AND LOW COSTS CAN GIVE AN EDGE OVER THE LONG RUN

Over the past decade,  your fund's  pursuit of growth at a reasonable  price has
been well rewarded. As shown by the table below, Morgan Growth Fund's annualized
return of 9.5% would have turned a hypothetical  $10,000 investment into a final
sum of $24,896--more  than $3,000 higher than the results of the same investment
in the average peer fund and the benchmark index. The result is even better when
you consider that indexes, as theoretical entities, carry none of the real-world
operating and transaction costs that a mutual fund must bear.

- -------------------------------------------------
TOTAL RETURNS                     TEN YEARS ENDED
                               SEPTEMBER 30, 2003
- -------------------------------------------------
                                   FINAL VALUE OF
                          AVERAGE       A $10,000
                           ANNUAL         INITIAL
                           RETURN      INVESTMENT
- -------------------------------------------------
Morgan Growth Fund
  Investor Shares            9.5%         $24,896
Russell 3000 Growth Index    8.1           21,825
Average Multi-Cap
  Growth Fund                7.7           21,050
Wilshire 5000 Index          9.5           24,772
- -------------------------------------------------

Our margin over our  competitors  is owed not only to the skill of our  advisors
but also to our significant cost advantage over similar mutual funds. On page 10
you'll find a table  comparing  Morgan Growth Fund's costs with the average cost
of its  competitors.  When our expenses are so much lower,  competitors  have to
generate a gross  return  higher than ours in order to match our net  results--a
difficult hurdle to overcome year after year.

DIVERSIFICATION AND TRUST ARE KEY TO LONG-TERM SUCCESS

The stock  market's  resurgence has been  surprising in its strength,  perhaps a
fitting  postscript  to a bear market that was  remarkable in both its depth and
duration. But if the magnitude of change is

                                       4


remarkable, the fact of change is not. Markets rarely follow a predictable path.
The best response is to be prepared for anything.  At the portfolio level,  this
is relatively simple: Select a mix of broadly diversified stock, bond, and money
market funds consistent with your goals, time horizon, and risk tolerance,  then
stay the  course.  Such a mix  gives  you  some  protection  from  the  market's
worst-performing   asset  class--whichever  it  turns  out  to  be  in  a  given
period--while  allowing  you to  share  in the  rewards  of the  best-performing
assets.

We believe such an investment  plan can be most productive when you work with an
investment  provider  that  embraces the values that are  paramount at Vanguard.
Serving the long-term  investment  needs of our clients is our single  goal--one
that is dictated by our mutual  corporate  structure,  which channels all of our
efforts toward the creation of wealth for our shareholders.

We thank you for entrusting your assets to Vanguard.


Sincerely,


/S/JOHN J. BRENNAN
John J. Brennan
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

OCTOBER 10, 2003







- --------------------------------------------------------------------------------
YOUR FUND'S PERFORMANCE AT A GLANCE        SEPTEMBER 30, 2002-SEPTEMBER 30, 2003

                                                    DISTRIBUTIONS PER SHARE
                                 -----------------------------------------------
                         STARTING          ENDING           INCOME       CAPITAL
                      SHARE PRICE     SHARE PRICE        DIVIDENDS         GAINS
- --------------------------------------------------------------------------------
Morgan Growth Fund
  Investor Shares          $10.49          $13.34            $0.04         $0.00
  Admiral Shares            32.58           41.40             0.18          0.00
- --------------------------------------------------------------------------------

                                       5



FUND PROFILE                                                     AS OF 9/30/2003

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.


MORGAN GROWTH FUND
- -------------------------------------------------------------------------
PORTFOLIO CHARACTERISTICS
                                            COMPARATIVE             BROAD
                                 FUND            INDEX*           INDEX**
- -------------------------------------------------------------------------
Number of Stocks                  304             1,894             5,288
Median Market Cap              $11.6B            $41.2B            $26.2B
Price/Earnings Ratio            25.3x             27.8x             21.5x
Price/Book Ratio                 3.5x              4.2x              2.7x
Yield                                              1.0%              1.6%
  Investor Shares                0.2%
  Admiral Shares                 0.4%
Return on Equity                19.1%             23.2%             19.9%
Earnings Growth Rate            13.1%             10.6%              7.7%
Foreign Holdings                 6.3%              0.0%              0.8%
Turnover Rate                     91%                --                --
Expense Ratio                                        --                --
  Investor Shares               0.50%
  Admiral Shares                0.36%
Cash Investments                   2%                --                --
- -------------------------------------------------------------------------

- -------------------------------------------------------
TEN LARGEST HOLDINGS (% OF TOTAL NET ASSETS)

Microsoft Corp.                                    2.7%
 (software)
American International Group, Inc.                 1.6
 (insurance)
Dell Inc.                                          1.5
 (computer hardware)
Cisco Systems, Inc.                                1.5
 (computer hardware)
Pfizer Inc.                                        1.4
 (pharmaceuticals)
International Business Machines Corp.              1.2
 (computer hardware)
AstraZeneca Group PLC ADR                          1.2
 (pharmaceuticals)
First Data Corp.                                   1.1
 (financial services)
Forest Laboratories, Inc.                          1.1
 (pharmaceuticals)
Intel Corp.                                        1.1
 (electronics)
- -------------------------------------------------------
Top Ten                                           14.4%
- -------------------------------------------------------

- -------------------------------------------------------------------------
VOLATILITY MEASURES
                                    COMPARATIVE                     BROAD
                      FUND               INDEX*        FUND       INDEX**
- -------------------------------------------------------------------------
R-Squared             0.97                 1.00    0.96          1.00
BeTA                  0.89                 1.00    1.14          1.00
- -------------------------------------------------------------------------
The "Ten Largest  Holdings"  excludes any temporary cash  investments and equity
index products.

- -------------------------------------------------------------------------
SECTOR DIVERSIFICATION (% OF PORTFOLIO)
                                            COMPARATIVE             BROAD
                                 FUND            INDEX*           INDEX**
- -------------------------------------------------------------------------
Auto & Transportation              1%                2%                3%
Consumer Discretionary            23                17                16
Consumer Staples                   4                 8                 7
Financial Services                13                11                23
Health Care                       21                24                14
Integrated Oils                    0                 0                 3
Other Energy                       2                 1                 2
Materials & Processing             2                 2                 4
Producer Durables                  5                 4                 4
Technology                        22                23                15
Utilities                          3                 2                 7
Other                              2                 6                 2
- -------------------------------------------------------------------------
Cash Investments                   2%               --                --
- -------------------------------------------------------------------------

- -------------------------------------
INVESTMENT FOCUS

STYLE                          Growth
MARKET CAP                      Large
- -------------------------------------

                                               VISIT OUR WEBSITE AT VANGUARD.COM
                                         FOR REGULARLY UPDATED FUND INFORMATION.
*Russell 3000 Growth Index.
**Wilshire 5000 Index.

                                       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

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.

MORGAN GROWTH FUND
- --------------------------------------------------------------------------------
CUMULATIVE PERFORMANCE SEPTEMBER 30, 1993-SEPTEMBER 30, 2003

             MORGAN GROWTH                                            AVERAGE
             FUND INVESTOR      WILSHIRE 5000   RUSSELL 3000        MULTI-CAP
                    SHARES              INDEX   GROWTH INDEX     GROWTH FUND*

199309               10000              10000          10000            10000
199312               10179              10182          10376            10170
199403                9767               9802           9922             9805
199406                9459               9726           9774             9324
199409               10092              10254          10541            10011
199412               10009              10175          10605             9913
199503               10830              11094          11572            10627
199506               12107              12130          12711            11784
199509               13349              13238          13894            13080
199512               13611              13884          14483            13249
199603               14454              14664          15266            13912
199606               15275              15310          16228            14772
199609               16037              15743          16738            15237
199612               16782              16829          17652            15678
199703               16620              16938          17557            14903
199706               19289              19799          20856            17290
199709               21991              21730          22613            19659
199712               21953              22095          22725            19132
199803               24845              25025          26096            21624
199806               25508              25513          27029            22105
199809               21323              22444          24256            18938
199812               26840              27272          30682            24412
199903               28036              28301          32449            25646
199906               30673              30510          33942            27537
199909               29242              28492          32665            26869
199912               35993              33697          41061            37190
200003               38520              34983          44056            42349
200006               37145              33414          42719            40154
200009               36497              33470          40462            41225
200012               31490              30026          31856            33073
200103               27029              26320          25325            25316
200106               29712              28287          27637            27417
200109               23514              23789          22105            20551
200112               27206              26731          25604            24474
200203               26704              26988          24953            23476
200206               22892              23585          20345            19477
200209               19508              19620          17193            16362
200212               20808              21155          18426            17151
200303               20529              20502          18196            17055
200306               23944              23885          20912            19896
200309               24896              24772          21825            21050
- --------------------------------------------------------------------------------
                                      AVERAGE ANNUAL TOTAL RETURNS
                                   PERIODS ENDED SEPTEMBER 30, 2003
                                ------------------------------------ FINAL VALUE
                                  ONE         FIVE         TEN      OF A $10,000
                                 YEAR        YEARS       YEARS        INVESTMENT
- --------------------------------------------------------------------------------
Morgan Growth Fund
  Investor Shares               27.62%        3.15%       9.55%          $24,896
Wilshire 5000 Index             26.25         1.99        9.50            24,772
Russell 3000 Growth Index       26.94        -2.09        8.12            21,825
Average Multi-Cap Growth Fund*  28.65         2.14        7.73            21,050
- --------------------------------------------------------------------------------
                                                                     FINAL VALUE
                                  ONE             SINCE            OF A $250,000
                                 YEAR       INCEPTION**               INVESTMENT
- --------------------------------------------------------------------------------
Morgan Growth Fund
  Admiral Shares                27.73%            -7.19%                $209,317
Wilshire 5000 Index             26.25             -5.71                  217,360
Russell 3000 Growth Index       26.94            -10.19                  193,544
- --------------------------------------------------------------------------------

- -------------------------------------------------------------------
FISCAL-YEAR TOTAL RETURNS (%) SEPTEMBER 30, 1993-SEPTEMBER 30, 2003

                                MORGAN GROWTH          RUSSELL
                                FUND INVESTOR        3000 GROWTH
                                   SHARES               INDEX

1994                               0.9                    5.4
1995                              32.3                   31.8
1996                              20.1                   20.5
1997                              37.1                   35.1
1998                              -3.0                    7.3
1999                              37.1                   34.7
2000                              24.8                   23.9
2001                             -35.6                  -45.4
2002                             -17.0                  -22.2
2003                              27.6                   26.9
- -------------------------------------------------------------------
 *Derived from data provided by Lipper Inc.
**May 14, 2001.
NOTE:  See  Financial  Highlights  tables  on pages 19 and 20 for  dividend  and
capital gains information.

                                       8




YOUR FUND'S AFTER-TAX RETURNS

This table  presents  returns  for your fund both  before and after  taxes.  The
after-tax returns are shown in two ways: (1) assuming that an investor owned the
fund during the entire  period and paid taxes on the fund's  distributions,  and
(2) assuming  that an investor paid taxes on the fund's  distributions  and sold
all shares at the end of each period.

Calculations are based on the highest  individual federal income tax and capital
gains tax rates in effect at the times of the distributions and the hypothetical
sales. State and local taxes were not considered.  After-tax returns reflect the
reduced tax rates on ordinary  income and  short-term  capital gains that became
effective as of January 1, 2003,  and on long-term  capital gains realized on or
after May 6, 2003. However,  they do not reflect the reduced rates on "qualified
dividend income."

The table  shows  returns  for  Investor  Shares  only;  returns for other share
classes will differ.  Please note that your actual after-tax returns will depend
on your tax situation and may differ from those shown. Also note that if you own
the fund in a tax-deferred  account, such as an individual retirement account or
a 401(k) plan,  this  information  does not apply to you.  Such accounts are not
subject to current taxes.

Finally,  keep  in mind  that a  fund's  performance--whether  before  or  after
taxes--does not indicate how it will perform in the future.


- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                    PERIODS ENDED SEPTEMBER 30, 2003

                                               ONE YEAR  FIVE YEARS    TEN YEARS
                                        ----------------------------------------
MORGAN GROWTH FUND INVESTOR SHARES
  Returns Before Taxes                            27.62%       3.15%       9.55%
  Returns After Taxes on Distributions            27.45        1.21        6.91
  Returns After Taxes on Distributions
    and Sale of Fund Shares                       17.92        2.11        7.12
- --------------------------------------------------------------------------------

                                       9



ABOUT YOUR FUND'S EXPENSES

All mutual funds have  operating  expenses.  These  expenses  include  costs for
portfolio  management,  administrative  services,  and shareholder reports (like
this one), among others.  Operating  expenses,  which are deducted from a fund's
gross  income,  directly  reduce  the  investment  return of the fund.  A fund's
expenses are expressed as a percentage  of its net assets.  This figure is known
as the expense ratio.

A HYPOTHETICAL EXAMPLE

We believe it is  important  for you to  understand  the impact of costs on your
investment.  The following  example  illustrates  the costs that you would incur
over a 12-month  period if you  invested  $10,000 in the fund,  using the fund's
actual  return and  operating  expenses for the fiscal year ended  September 30,
2003.  The cost in dollars is  calculated  by applying the expense  ratio to the
average balance in the hypothetical  account. For comparative  purposes, we also
list the average expense ratio for the fund's peer group,  which is derived from
data provided by Lipper Inc.

- --------------------------------------------------------------------------------
                            COST OF $10,000                FUND      PEER GROUP*
                         INVESTMENT IN FUND       EXPENSE RATIO    EXPENSE RATIO
- --------------------------------------------------------------------------------
MORGAN GROWTH FUND
  Investor Shares                       $57               0.50%            1.76%
  Admiral Shares                         41               0.36               --
- --------------------------------------------------------------------------------
*Average Multi-Cap Growth Fund.

The fund does not charge  transaction  fees;  these results apply whether or not
you redeemed your  investment at the end of the given period.  Your actual costs
may have been higher or lower,  depending on the amount of your  investment  and
your holding period. Peer-group ratio captures data through year-end 2002.


You can find  more  information  about the  fund's  expenses,  including  annual
expense ratios for the past five years, in the Financial  Statements  section of
this  report.  For  additional  information  on  operating  expenses  and  other
shareholder  costs,  please  refer  to the  fund's  prospectus.  The  prospectus
presents  hypothetical  shareholder costs over various time periods based upon a
$10,000 investment and a return of 5% a year. This standardized  example,  which
appears in all mutual fund  prospectuses,  may be useful to you in comparing the
costs of investing in different funds.

                                       10





FINANCIAL STATEMENTS
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*
MORGAN GROWTH FUND                               SHARES                    (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (92.9%)(1)
- --------------------------------------------------------------------------------
AUTO & TRANSPORTATION (0.8%)
  FedEx Corp.                                   120,500            $       7,764
  United Parcel Service, Inc.                   112,100                    7,152
* JetBlue Airways Corp.                         100,300                    6,115
  Southwest Airlines Co.                        247,500                    4,381
* Ryanair Holdings PLC ADR                       91,600                    3,710
  Harley-Davidson, Inc.                           3,700                      178
                                                                   -------------
                                                                   $      29,300
                                                                   -------------
CONSUMER DISCRETIONARY (22.3%)
  ADVERTISING AGENCIES (0.5%)

  Omnicom Group Inc.                            169,300                   12,164
* Lamar Advertising Co. Class A                 210,000                    6,161

CABLE TELEVISION SERVICES (1.2%)

* Liberty Media Corp.                         3,055,600                   30,464
* EchoStar Communications Corp. Class A         311,200                   11,909

CASINOS & GAMBLING (1.4%)

  International Game Technology               1,187,000                   33,414
  Station Casinos, Inc.                         186,200                    5,698
  GTECH Holdings Corp.                          119,700                    5,129
  Harrah's Entertainment, Inc.                   97,800                    4,118
  Mandalay Resort Group                          69,100                    2,737

COMMERCIAL INFORMATION SERVICES (0.2%)
* AOL Time Warner Inc. 611,300 9,237

CONSUMER ELECTRONICS (1.9%)
* Yahoo! Inc.                                   843,200                   29,832
* Electronic Arts Inc.                          304,900                   28,120
* Excel PLC                                     600,000                    6,604
* VeriSign, Inc.                                328,800                    4,429

CONSUMER PRODUCTS (0.2%)
  Gillette Co.                                  140,900                    4,506
  Alberto-Culver Co. Class B                     27,300                    1,606

COSMETICS (0.1%)

  Estee Lauder Cos. Class A                      97,900                    3,338
  Avon Products, Inc.                             3,300                      213

EDUCATION--SERVICES (1.2%)
* Apollo Group, Inc. Class A                    410,000                   27,072
* University of Phoenix                          88,000                    5,859
* DeVry, Inc.                                   193,200                    4,571
* Career Education Corp.                         91,700                    4,154

ENTERTAINMENT (0.8%)
  Viacom Inc. Class B                           591,800                   22,665
* Fox Entertainment Group, Inc. Class A         319,300                    8,937

                                       11


- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                               SHARES                    (000)
- --------------------------------------------------------------------------------
HOUSEHOLD EQUIPMENT & PRODUCTS (0.2%)
  Black & Decker Corp.                          208,800            $       8,467

JEWELRY, WATCHES & GEMS (0.1%)
  Tiffany & Co.                                 109,500                    4,088

LEISURE TIME (0.1%)
  Callaway Golf Co.                             347,900                    4,965

MISCELLANEOUS BUSINESS & CONSUMER
  DISCRETIONARY (0.3%)
  E.W. Scripps Co. Class A                      145,000                   12,340

PUBLISHING--MISCELLANEOUS (0.1%)
  Meredith Corp.                                 83,400                    3,851
  John Wiley & Sons Class A                      61,700                    1,604
  Publishing--Newspapers
  Tribune Co.                                    39,100                    1,795
  Radio & Television Broadcasters (1.2%)
* Univision Communications Inc.                 650,000                   20,755
  Clear Channel Communications, Inc.            407,254                   15,598
* General Motors Corp. Class H                  377,400                    5,401
* Citadel Broadcasting Corp.                    203,200                    4,015

RENT LEASE SERVICES--CONSUMER (0.4%)
* Rent-A-Center, Inc.                           464,050                   14,989

RESTAURANTS (0.7%)
  Outback Steakhouse                            321,400                   12,171
  CBRL Group, Inc.                              300,600                   10,665
  Ruby Tuesday, Inc.                            124,500                    3,002

RETAIL (8.2%)
  Wal-Mart Stores, Inc.                         626,800                   35,007
* Staples, Inc.                               1,111,900                   26,408
* Advance Auto Parts, Inc.                      352,800                   25,014
  The Gap, Inc.                               1,387,200                   23,749
* Amazon.com, Inc.                              452,700                   21,893
  Lowe's Cos., Inc.                             390,800                   20,283
  Home Depot, Inc.                              526,000                   16,753
* Best Buy Co., Inc.                            338,900                   16,105
  Dollar General Corp.                          626,700                   12,534
* Abercrombie & Fitch Co.                       424,700                   11,768
* Bed Bath & Beyond, Inc.                       305,000                   11,645
* Fisher Scientific International Inc.          276,200                   10,962
* Chico's FAS, Inc.                             284,600                    8,720
* Williams-Sonoma, Inc.                         297,700                    8,032
  CDW Corp.                                     125,000                    7,218
  Target Corp.                                  188,800                    7,104
  Blockbuster Inc. Class A                      336,400                    7,064
* BJ's Wholesale Club, Inc.                     350,000                    6,779
* Barnes & Noble, Inc.                          222,000                    5,641
  Foot Locker, Inc.                             300,300                    4,865
* CarMax, Inc.                                  117,300                    3,831
* Costco Wholesale Corp.                         99,600                    3,095
* Kohl's Corp.                                   53,200                    2,846
* AutoZone Inc.                                  24,100                    2,158
* Dollar Tree Stores, Inc.                       58,600                    1,963

SERVICES--COMMERCIAL (2.5%)
* eBay Inc.                                     671,000                   35,905
* InterActiveCorp                               993,750                   32,843
* Cendant Corp.                                 612,900                   11,455
* Getty Images, Inc.                            274,700                    9,658
* Iron Mountain, Inc.                            95,400                    3,425
* Allied Waste Industries, Inc.                 129,300                    1,396

TEXTILES & Apparel Manufacturing (0.4%)
* Coach, Inc.                                   116,200                    6,345
* Burberry Group PLC                            812,157                    4,392
* Columbia Sportswear Co.                        65,900                    3,476

TOYS (0.6%)
  Mattel, Inc.                                  820,100                   15,549
* Marvel Enterprises Inc.                       274,400                    6,105
                                                                   -------------
                                                                   $     828,629
                                                                   -------------
CONSUMER STAPLES (4.1%)
  PepsiCo, Inc.                                 820,500                   37,604
  The Procter & Gamble Co.                      268,300                   24,904
  Hershey Foods Corp.                           191,000                   13,882
  Coca-Cola Enterprises, Inc.                   607,600                   11,581
  The Coca-Cola Co.                             226,700                    9,739
* Constellation Brands, Inc. Class A            302,400                    9,220
  Anheuser-Busch Cos., Inc.                     178,800                    8,822
* Metro AG                                      240,000                    8,737
  The Clorox Co.                                147,700                    6,775
  Walgreen Co.                                  203,800                    6,244
  Colgate-Palmolive Co.                         111,000                    6,204
  Sysco Corp.                                   146,100                    4,779
* Dean Foods Co.                                 81,650                    2,534
  Sensient Technologies Corp.                    81,500                    1,712
                                                                   -------------
                                                                   $     152,737
                                                                   -------------
FINANCIAL SERVICES (12.3%)
  American International Group, Inc.          1,001,235                   57,771
  First Data Corp.                            1,049,800                   41,950
  ACE Ltd.                                      848,700                   28,075
  Ambac Financial Group, Inc.                   373,100                   23,878
  Fannie Mae                                    303,100                   21,278

                                       12


- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                               SHARES                    (000)
- --------------------------------------------------------------------------------
  Citigroup, Inc.                               426,587            $      19,414
  Moody's Corp.                                 338,800                   18,624
  Doral Financial Corp.                         396,200                   18,621
* Affiliated Computer
    Services, Inc. Class A                      380,800                   18,541
  H & R Block, Inc.                             407,300                   17,575
* SunGard Data Systems, Inc.                    525,300                   13,821
  St. Paul Cos., Inc.                           370,800                   13,731
* Fiserv, Inc.                                  354,500                   12,844
* Ameritrade Holding Corp.                    1,070,900                   12,048
  First Tennessee National Corp.                281,700                   11,961
  American Express Co.                          256,500                   11,558
  Synovus Financial Corp.                       438,800                   10,966
  Federated Investors, Inc.                     373,200                   10,338
  Countrywide Financial Corp.                   117,500                    9,198
  New York Community
    Bancorp, Inc.                               281,600                    8,873
  Everest Re Group, Ltd.                        115,000                    8,643
  Commerce Bancorp, Inc.                        171,900                    8,236
  Bank One Corp.                                186,400                    7,204
  Fidelity National Financial, Inc.             234,702                    7,055
  Capital One Financial Corp.                    87,700                    5,002
  Fifth Third Bancorp                            88,900                    4,931
  SLM Corp.                                     107,700                    4,196
  Automatic Data Processing, Inc.               109,100                    3,911
  Progressive Corp. of Ohio                      53,900                    3,725
* Markel Corp.                                   13,800                    3,685
  Friedman, Billings, Ramsey
    Group, Inc.                                 206,700                    3,566
  Legg Mason Inc.                                43,300                    3,126
  Freddie Mac                                    52,500                    2,748
  MBNA Corp.                                     92,800                    2,116
* CheckFree Corp.                                94,400                    1,888
  Franklin Resources Corp.                       34,500                    1,525
  RenaissanceRe Holdings Ltd.                    27,700                    1,264
* Montpelier Re Holdings Ltd.                    41,400                    1,248
  BlackRock, Inc.                                22,900                    1,122
* BOK Financial Corp.                            26,700                    1,006
  Equifax, Inc.                                  30,400                      677
* WellChoice Inc.                                17,800                      536
  AFLAC Inc.                                     16,000                      517
  State Street Corp.                              4,800                      216
  Cross Timbers Royalty Trust                       962                      20
                                                                   -------------
                                                                   $     459,228
                                                                   -------------

HEALTH CARE (20.9%)
  BIOTECH RESEARCH & Production (2.5%)
* Amgen, Inc.                                   275,200                   17,770
* Genzyme Corp.-General Division                375,600                   17,372
* Chiron Corp.                                  250,000                   12,923
* Cephalon, Inc.                                268,500                   12,330
* Celgene Corp.                                 242,600                   10,512
  Serono SA ADR                                 616,200                   10,093
* Neurocrine Biosciences, Inc.                   95,000                    4,704
* Genentech, Inc.                                50,400                    4,039
* Biogen, Inc.                                   97,700                    3,735

DRUGS & PHARMACEUTICALS (9.9%)
  Pfizer Inc.                                 1,707,140                   51,863
  AstraZeneca Group PLC ADR                   1,023,300                   44,411
* Forest Laboratories, Inc.                     775,700                   39,910
  Johnson & Johnson                             648,900                   32,134
  Eli Lilly & Co.                               510,900                   30,347
  Abbott Laboratories                           643,900                   27,398
  Aventis SA ADR                                516,000                   26,987
  Merck & Co., Inc.                             509,000                   25,766
* MedImmune Inc.                                575,500                   18,997
  Cardinal Health, Inc.                         278,800                   16,279
* Gilead Sciences, Inc.                         174,500                    9,760
  Shionogi & Co. Ltd.                           550,000                    9,551
  AmerisourceBergen Corp.                       105,800                    5,718
* SICOR, Inc.                                   246,600                    4,754
  Mylan Laboratories, Inc.                      117,300                    4,534
* Pharmaceutical Resources, Inc.                 63,500                    4,332
* Amylin Pharmaceuticals, Inc.                  132,900                    3,753
* Watson Pharmaceuticals, Inc.                   90,000                    3,752
  Medicis Pharmaceutical Corp.                   62,700                    3,674
  ICN Pharmaceuticals, Inc.                     195,100                    3,348

ELECTRONICS--MEDICAL SYSTEMS (0.6%)
  Medtronic, Inc.                               254,300                   11,932
  Amersham PLC                                1,016,233                    8,746
* Varian Medical Systems, Inc.                   14,500                      833

HEALTH & PERSONAL CARE (1.4%)
  McKesson Corp.                                984,600                   32,777
* Anthem, Inc.                                   88,600                    6,320
* Lincare Holdings, Inc.                         96,300                    3,529
  Omnicare, Inc.                                 70,900                    2,557
* Express Scripts Inc.                           32,200                    1,969
* Medco Health Solutions, Inc.                   57,400                    1,488

Health Care Facilities (0.1%)
* Quest Diagnostics, Inc.                        51,100                    3,099
  HCA Inc.                                       66,200                    2,440

HEALTH CARE MANAGEMENT SERVICES (3.6%)
* WellPoint Health Networks
    Inc. Class A                                439,300                   33,861
  UnitedHealth Group Inc.                       570,300                   28,697
* Caremark Rx, Inc.                           1,121,800                   25,353
* AdvancePCS                                    310,112                   14,132
* WebMD Corp.                                 1,312,188                   11,705

                                       13


- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                               SHARES                    (000)
- --------------------------------------------------------------------------------
* Universal Health Services Class B             168,600            $       8,337
* Health Net Inc.                               244,700                    7,750
* Mid Atlantic Medical
    Services, Inc.                              106,800                    5,493

MEDICAL & DENTAL INSTRUMENTS & SUPPLIES (2.4%)
  Guidant Corp.                                 305,600                   14,317
* Edwards Lifesciences Corp.                    425,000                   11,509
  Beckman Coulter, Inc.                         234,100                   10,661
* STERIS Corp.                                  458,500                   10,555
  Biomet, Inc.                                  306,100                   10,288
  C.R. Bard, Inc.                               105,000                    7,455
* Henry Schein, Inc.                            126,600                    7,178
* Zimmer Holdings, Inc.                         108,100                    5,956
  Becton, Dickinson & Co.                       154,400                    5,577
  DENTSPLY International Inc.                    79,000                    3,542
* Boston Scientific Corp.                        36,600                    2,335

MEDICAL SERVICES (0.4%)
* Coventry Health Care Inc.                     268,800                   14,177
                                                                   -------------
                                                                   $     775,314
                                                                   -------------
OTHER ENERGY (1.9%)
  Pogo Producing Co.                            310,300                   14,050
  Chesapeake Energy Corp.                     1,239,700                   13,364
  Burlington Resources, Inc.                    225,700                   10,879
  Schlumberger Ltd.                             127,200                    6,156
* FMC Technologies Inc.                         252,100                    5,400
  EnCana Corp.                                  130,200                    4,737
  XTO Energy, Inc.                              218,766                    4,592
* Varco International, Inc.                     226,700                    3,833
  EOG Resources, Inc.                            90,000                    3,757
  Anadarko Petroleum Corp.                       66,300                    2,769
* National-Oilwell, Inc.                        107,400                    1,948
                                                                   -------------
                                                                   $      71,485
                                                                   -------------
MATERIALS & PROCESSING (1.4%)
  Freeport-McMoRan Copper
    & Gold, Inc. Class B                        469,900                   15,554
  Sigma-Aldrich Corp.                           202,700                   10,528
* Pactiv Corp.                                  511,300                   10,369
* Energizer Holdings, Inc.                      254,900                    9,373
  Ball Corp.                                     74,800                    4,039
  Newmont Mining Corp. Holding Co.               86,000                    3,362
                                                                   -------------
                                                                   $      53,225
                                                                   -------------
PRODUCER DURABLES (4.4%)
* Applied Materials, Inc.                     1,686,600                   30,595
* Lexmark International, Inc.                   256,000                   16,131
  D. R. Horton, Inc.                            404,100                   13,214
  Centex Corp.                                  167,100                   13,014
* Thermo Electron Corp.                         587,100                   12,740
* American Tower Corp. Class A                1,129,000                   11,459
* Novellus Systems, Inc.                        320,000                   10,800
  Lennar Corp. Class A                          110,600                    8,604
  Rockwell Collins, Inc.                        282,707                    7,138
* Crown Castle International Corp.              710,000                    6,681
* ASML Holding (New York)                       400,000                    5,252
* Polycom, Inc.                                 298,700                    4,961
  Illinois Tool Works, Inc.                      60,400                    4,002
  Danaher Corp.                                  54,100                    3,996
* United Defense Industries Inc.                139,800                    3,969
* Xerox Corp.                                   384,400                    3,944
* Alliant Techsystems, Inc.                      72,500                    3,484
  The Boeing Co.                                 73,200                    2,513
* LAM Research Corp.                             27,700                      614
  Lennar Corp. Class B                            3,100                      232
                                                                   -------------
                                                                   $     163,343
                                                                   -------------

TECHNOLOGY (21.4%)
  COMMUNICATIONS TECHNOLOGY (4.0%)
* Cisco Systems, Inc.                         2,805,200                   54,814
  QUALCOMM Inc.                                 883,600                   36,793
* UTStarcom, Inc.                               373,500                   11,881
* L-3 Communications Holdings, Inc.             232,200                   10,043
* Network Associates, Inc.                      575,000                    7,912
  Harris Corp.                                  183,100                    6,553
* PanAmSat Corp.                                383,300                    5,550
* Juniper Networks, Inc.                        311,100                    4,642
  Scientific-Atlanta, Inc.                      119,200                    3,713
* Corning, Inc.                                 215,400                    2,029
* CIENA Corp.                                    61,500                      363

COMPUTER SERVICES SOFTWARE & SYSTEMS (5.6%)
  Microsoft Corp.                             3,596,400                   99,944
* Symantec Corp.                                413,400                   26,052
* Citrix Systems, Inc.                          956,200                   21,113
* QLogic Corp.                                  413,000                   19,415
* Intuit, Inc.                                  296,200                   14,289
* Oracle Corp.                                  863,400                    9,687
* PeopleSoft, Inc.                              336,726                    6,125
* Veritas Software Corp.                        154,200                    4,842
* Computer Sciences Corp.                        86,800                    3,261
* Red Hat, Inc.                                 309,300                    3,124
  Adobe Systems, Inc.                            53,000                    2,081

COMPUTER TECHNOLOGY (4.8%)
* Dell Inc.                                   1,679,500                   56,079
  International Business Machines Corp.         516,400                   45,614
* SanDisk Corp.                                 424,000                   27,026
* Western Digital Corp.                       1,007,700                   12,989
* Storage Technology Corp.                      508,000                   12,263
* EMC Corp.                                     477,600                    6,032
* Emulex Corp.                                  144,500                    3,680
* Unisys Corp.                                  270,200                    3,656

                                       14


- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                               SHARES                    (000)
- --------------------------------------------------------------------------------
* NVIDIA Corp.                                  183,600            $       2,921
* Sun Microsystems, Inc.                        698,000                    2,310
* Zebra Technologies Corp. Class A                9,100                      469

ELECTRONICS (1.1%)
  Samsung Electronics Co., Ltd. GDR             196,100                   33,407
  Sony Corp. ADR                                252,900                    8,801

ELECTRONICS--SEMICONDUCTORS/COMPONENTS (5.5%)
  Intel Corp.                                 1,429,700                   39,331
* Analog Devices, Inc.                          827,100                   31,446
* Altera Corp.                                1,352,000                   25,553
* Taiwan Semiconductor
    Manufacturing Co., Ltd.                  12,585,800                   24,792
* Broadcom Corp.                                613,400                   16,329
* National Semiconductor Corp.                  501,200                   16,184
  Texas Instruments, Inc.                       378,000                    8,618
  PerkinElmer, Inc.                             517,400                    7,921
* Amkor Technology, Inc.                        515,100                    7,320
* Jabil Circuit, Inc.                           277,100                    7,218
* PMC Sierra Inc.                               407,900                    5,381
* OmniVision Technologies, Inc.                  95,800                    4,047
* MEMC Electronic Materials, Inc.               367,400                    4,008
* Marvell Technology Group Ltd.                  99,200                    3,745
* Xilinx, Inc.                                  123,800                    3,530
* LSI Logic Corp.                               326,100                    2,932
  Microchip Technology, Inc.                     44,500                    1,065

SCIENTIFIC EQUIPMENT & SUPPLIES (0.4%)
  Applera Corp.-Applied Biosystems Group        617,000                   13,765
                                                                   -------------
                                                                   $     792,658
                                                                   -------------
UTILITIES (2.9%)
* Comcast Corp. Special Class A                 737,800                   21,795
* Nextel Communications, Inc.                 1,062,800                   20,927
* Cablevision Systems NY Group
    Class A                                     866,570                   15,685
* Cox Communications, Inc. Class A              493,900                   15,617
  Kinder Morgan, Inc.                           276,100                   14,912
* Comcast Corp. Class A                         278,000                    8,585
* Sky Perfect Communications Inc.                 4,500                    5,438
* AT&T Wireless Services Inc.                   503,100                    4,115
* Sprint PCS                                    373,000                    2,137
                                                                   -------------
                                                                   $     109,211
                                                                   -------------

OTHER (0.5%)
  3M Co.                                        177,000                   12,225
* Berkshire Hathaway Inc. Class B                 2,190                    5,466
* SPX Corp.                                      43,200                    1,956
                                                                   -------------
                                                                   $      19,647
                                                                   -------------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $3,011,138)                              $   3,454,777
- --------------------------------------------------------------------------------
PREFERRED STOCK (0.8%)
- --------------------------------------------------------------------------------
  The News Corp. Ltd. ADR Pfd.
    (Cost $28,512)                            1,020,000                   27,836
- --------------------------------------------------------------------------------
TEMPORARY INVESTMENTS (8.1%)(1)
- --------------------------------------------------------------------------------
Vanguard Index Participation
  Equity Receipts-
    Total Stock Market                          194,400                   18,565

                                            FACE AMOUNT
                                              (000)
                                         --------------
FEDERAL NATIONAL MORTGAGE ASSN.
 (2)0.98%, 10/1/2003                              9,000                    9,000
 (2)1.04%, 10/30/2003                             2,000                    1,998

REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  1.09%, 10/1/2003                              205,532                  205,532
  1.09%, 10/1/2003--Note G                       67,791                   67,791
- --------------------------------------------------------------------------------
TOTAL TEMPORARY INVESTMENTS (Cost $304,939)                              302,886
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (101.8%) (Cost $3,344,589)                           3,785,499
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.8%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                     58,273
Security Lending Collateral Payable to
  Brokers--Note G                                                       (67,791)
Other Liabilities                                                       (56,431)
                                                                   -------------
                                                                        (65,949)
                                                                   -------------
- --------------------------------------------------------------------------------
NET ASSETS (100%)                                                  $  3,719,550
================================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
(1)  The fund invests a portion of its cash reserves in equity  markets  through
     the use of index futures contracts and exchange-traded  funds. After giving
     effect  to  these  investments,  the  fund's  effective  common  stock  and
     temporary cash investment positions represent 97.4% and 3.6%, respectively,
     of net assets. See Note E in Notes to Financial Statements.

(2)  Securities with an aggregate  value of $10,998,000  have been segregated as
     initial margin for open futures contracts.
ADR--American Depositary Receipt.
GDR--Global Depository Receipt.

                                       15


- -------------------------------------------------------------------
                                                             AMOUNT
MORGAN GROWTH FUND                                            (000)
- -------------------------------------------------------------------
AT SEPTEMBER 30, 2003, NET ASSETS CONSISTED OF:
- -------------------------------------------------------------------
Paid-in Capital                                        $ 4,416,578
Undistributed Net Investment Income                          4,514
Accumulated Net Realized Losses                         (1,139,037)
Unrealized Appreciation (Depreciation)
  Investment Securities                                    440,910
  Futures Contracts                                         (3,415)
- -------------------------------------------------------------------
NET ASSETS                                             $ 3,719,550
- -------------------------------------------------------------------

Investor Shares--Net Assets
Applicable to 249,575,802 outstanding $.001
  par value shares of beneficial interest
    (unlimited authorization)                          $ 3,329,292
- -------------------------------------------------------------------
NET ASSET VALUE PER SHARE-- INVESTOR SHARES            $     13.34
===================================================================
Admiral Shares--Net Assets
Applicable to 9,425,773 outstanding $.001
  par value shares of beneficial interest
    (unlimited authorization)                          $   390,258

- -------------------------------------------------------------------
NET ASSET VALUE PER SHARE--- ADMIRAL SHARES            $     41.40
===================================================================
See Note E in Notes to Financial  Statements for the tax-basis
components of netassets.

                                       16


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 each class of its shares.
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.

- --------------------------------------------------------------------------------
                                                              MORGAN GROWTH FUND
                                                   YEAR ENDED SEPTEMBER 30, 2003
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends*                                                       $     22,116
  Interest                                                                2,114
  Security Lending                                                          252
- --------------------------------------------------------------------------------
    Total Income                                                         24,482
- --------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees--Note B Basic Fee                                3,612
Performance Adjustment                                                      (34)
The Vanguard Group--Note C
  Management and Administrative
    Investor Shares                                                      10,612
    Admiral Shares                                                          700
  Marketing and Distribution
    Investor Shares                                                         355
    Admiral Shares                                                           31
Custodian Fees                                                               66
Auditing Fees                                                                16
Shareholders' Reports and Proxies
    Investor Shares                                                         199
    Admiral Shares                                                            2
Trustees' Fees and Expenses                                                   5
- --------------------------------------------------------------------------------
  Total Expenses                                                         15,564
  Expenses Paid Indirectly--Note D                                       (1,298)
- --------------------------------------------------------------------------------
Net Expenses                                                             14,266
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    10,216
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
  Investment Securities Sold*                                            33,562
  Futures Contracts                                                      18,045
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)                                                 51,607
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
  Investment Securities                                                 705,695
  Futures Contracts                                                         700
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                        706,395
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $    768,218
================================================================================
* Dividend income and realized net gain (loss) from affiliated  companies of the
fund were $278,000 and $472,000, respectively.

                                       17



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 net amount shareholders invested in
or redeemed  from the fund.  Distributions  and Capital Share  Transactions  are
shown separately for each class of shares.

- --------------------------------------------------------------------------------
                                                         MORGAN GROWTH FUND
                                                  ------------------------------
                                                        YEAR ENDED SEPTEMBER 30,
                                                  ------------------------------
                                                         2003              2002
                                                        (000)             (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net Investment Income                           $    10,216      $     12,926
  Realized Net Gain (Loss)                             51,607          (450,112)
  Change in Unrealized Appreciation (Depreciation)    706,395           (92,789)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) in Net Assets
      Resulting from Operations                       768,218          (529,975)
- --------------------------------------------------------------------------------
DISTRIBUTIONS
  Net Investment Income
    Investor Shares                                    (9,196)          (17,878)
    Admiral Shares                                     (1,363)           (1,945)
REALIZED CAPITAL GAIN
    Investor Shares                                        --                --
    Admiral Shares                                         --                --
- --------------------------------------------------------------------------------
    Total Distributions                               (10,559)          (19,823)
- --------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS--NOTE H
    Investor Shares                                   274,295          (203,031)
    Admiral Shares                                     72,897            34,676
- --------------------------------------------------------------------------------
  Net Increase (Decrease) from Capital
    Share Transactions                                347,192          (168,355)
- --------------------------------------------------------------------------------
    Total Increase (Decrease)                       1,104,851          (718,153)
- --------------------------------------------------------------------------------
NET ASSETS
  Beginning of Period                               2,614,699         3,332,852
- --------------------------------------------------------------------------------
  End of Period                                   $ 3,719,550      $  2,614,699
================================================================================

                                       18



FINANCIAL HIGHLIGHTS

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders on a per-share basis for each class of shares. 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.



MORGAN GROWTH FUND INVESTOR SHARES
- --------------------------------------------------------------------------------------------------------------------------
                                                          YEAR ENDED                 JAN. 1,             YEAR ENDED
                                                       SEPTEMBER 30,               2001, TO            DECEMBER 31,
                                                  ---------------------            SEPT. 30,   ---------------------------
                                                                                               
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD       2003          2002                2001*     2000      1999      1998
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD             $  10.49      $  12.71             $  17.08 $  22.92  $  19.72  $  17.54
- --------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                               .04          .049                  .06      .16       .14       .18
  Net Realized and Unrealized Gain (Loss)
    on Investments                                   2.85        (2.194)               (4.38)   (2.90)     6.29      3.61
- --------------------------------------------------------------------------------------------------------------------------
    Total from Investment Operations                 2.89        (2.145)               (4.32)   (2.74)     6.43      3.79
- --------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income               (.04)        (.075)                  --     (.15)     (.15)     (.18)
  Distributions from Realized Capital Gains            --            --                 (.05)   (2.95)    (3.08)    (1.43)
- --------------------------------------------------------------------------------------------------------------------------
    Total Distributions                              (.04)        (.075)                (.05)   (3.10)    (3.23)    (1.61)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $  13.34      $  10.49             $  12.71 $  17.08  $  22.92  $  19.72
==========================================================================================================================
TOTAL RETURN                                       27.62%       -17.04%              -25.33%  -12.51%    34.10%    22.26%
==========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (Millions)           $  3,329      $  2,369             $  3,066 $  4,661  $  5,066  $  3,555
  Ratio of Total Expenses to Average Net Assets     0.50%         0.48%              0.43%**    0.40%     0.42%     0.44%
  Ratio of Net Investment Income to
    Average Net Assets                              0.31%         0.37%              0.49%**    0.73%     0.71%     0.96%
  Portfolio Turnover Rate                             91%          104%                  53%      94%       65%       81%
==========================================================================================================================
* The fund's fiscal year-end changed from December 31 to September 30, effective
September 30, 2001.
**Annualized.


                                       19



FINANCIAL HIGHLIGHTS (CONTINUED)

MORGAN GROWTH FUND ADMIRAL SHARES
- --------------------------------------------------------------------------------
                                                     YEAR ENDED       MAY 14* TO
                                                   SEPTEMBER 30,       SEPT. 30,
                                               ------------------  -------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD    2003      2002          2001**
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD            $32.58    $39.44         $50.00
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                            .17       .20            .12
  Net Realized and Unrealized Gain (Loss)
    on Investments                                8.83     (6.79)        (10.68)
- --------------------------------------------------------------------------------
  Total from Investment Operations                9.00     (6.59)        (10.56)
- --------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income            (.18)     (.27)            --
  Distributions from Realized Capital Gains         --        --             --
- --------------------------------------------------------------------------------
    Total Distributions                           (.18)     (.27)            --
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                $  41.40  $  32.58        $ 39.44
================================================================================
TOTAL RETURN                                    27.73%   -16.90%        -21.12%
================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (Millions)        $    390  $    246        $   267
  Ratio of Total Expenses to
    Average Net Assets                           0.36%     0.36%         0.36%+
  Ratio of Net Investment Income to
    Average Net Assets                           0.45%     0.49%         0.56%+
  Portfolio Turnover Rate                          91%      104%           53%
================================================================================
*Inception.
**The fund's fiscal year-end changed from December 31 to September 30, effective
September 30, 2001.
+Annualized.




SEE ACCOMPANYING NOTES, WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       20




NOTES TO FINANCIAL STATEMENTS

Vanguard  Morgan Growth Fund is registered  under the Investment  Company Act of
1940 as an open-end  investment  company,  or mutual  fund.  The fund offers two
classes of shares,  Investor  Shares and  Admiral  Shares.  Investor  Shares are
available to any investor who meets the fund's  minimum  purchase  requirements.
Admiral  Shares are designed  for  investors  who meet  certain  administrative,
servicing,  tenure,  and  account-size  criteria.  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.  FUTURES  CONTRACTS:  The fund  uses S&P 500 and S&P  MidCap  400  Index
futures  contracts to a limited extent,  with the objective of maintaining  full
exposure to the stock market while maintaining liquidity.  The fund may purchase
or sell futures  contracts to achieve a desired level of investment,  whether to
accommodate  portfolio  turnover or cash flows from capital share  transactions.
The primary  risks  associated  with the use of futures  contracts are imperfect
correlation  between changes in market values of stocks held by the fund and the
prices of futures contracts, and the possibility of an illiquid market.

     Futures 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 futures gains (losses).

     3.  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.

     4.  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.

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

     6. 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.

                                       21


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Each class of shares has equal  rights as to assets  and  earnings,  except
that each class  separately  bears certain  class-specific  expenses  related to
maintenance of shareholder  accounts  (included in Management and Administrative
expenses),  shareholder  reporting,  and  proxies.  Marketing  and  distribution
expenses are allocated to each class of shares based on a method approved by the
board of trustees.  Income,  other  non-class-specific  expenses,  and gains and
losses  on  investments  are  allocated  to each  class of  shares  based on its
relative net assets.

B. Wellington Management Company,  llp, and Franklin Portfolio Associates,  LLC,
each  provide  investment  advisory  services to a portion of the fund for a fee
calculated  at an annual  percentage  rate of average net assets  managed by the
advisor.  The basic fees of each  advisor are subject to  quarterly  adjustments
based on performance  for the preceding  three years relative to the Growth Fund
Stock Index,  an index of the equity holdings of the largest growth stock mutual
funds,  for periods prior to September 1, 2002,  and their new  benchmarks,  the
Russell  3000 Growth  Index for  Wellington  Management  Company,  llp,  and the
Russell Midcap Growth Index for Franklin  Portfolio  Associates,  LLC, beginning
September 1, 2002.  Both benchmark  changes will be fully phased in by September
2005.

     The Vanguard Group provides  investment  advisory  services to a portion of
the fund on an at-cost basis;  the fund paid Vanguard  advisory fees of $684,000
for the year ended September 30, 2003.

     For the year ended  September 30, 2003, the aggregate  investment  advisory
fee  represented  an effective  annual basic rate of 0.11% of the fund's average
net assets before a decrease of $34,000 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 September 30, 2003, the fund had contributed capital of $633,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.63% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also directors and officers of Vanguard.

D. The fund has asked its investment advisors 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 year
ended  September 30, 2003,  these  arrangements  reduced the fund's  expenses by
$1,298,000 (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.

     For tax  purposes,  at September  30,  2003,  the fund had  $10,110,000  of
ordinary  income  available for  distribution.  The fund had available  realized
losses of  $1,142,454,000  to offset  future net capital  gains of  $786,337,000
through September 30, 2010, and $356,117,000 through September 30, 2011.

     At September 30, 2003, net unrealized appreciation of investment securities
for  tax  purposes  was   $440,910,000,   consisting  of  unrealized   gains  of
$555,882,000  on  securities  that had risen in value since their  purchase  and
$114,972,000  in unrealized  losses on securities that had fallen in value since
their purchase.

                                       22



     At  September  30, 2003,  the  aggregate  settlement  value of open futures
contracts  expiring in December  2003 and the  related  unrealized  depreciation
were:

- --------------------------------------------------------------------------------
                                                         (000)
                                        ----------------------------------------
                                                  AGGREGATE           UNREALIZED
                                    NUMBER OF    SETTLEMENT         APPRECIATION
FUTURES CONTRACTS              LONG CONTRACTS         VALUE       (DEPRECIATION)
- --------------------------------------------------------------------------------
S&P 500 Index                             440      $109,351             $(2,487)
S&P MidCap 400 Index                      166        42,359                (928)
- --------------------------------------------------------------------------------

Unrealized  depreciation on open futures  contracts is required to be treated as
realized loss for tax purposes.

F. During the year ended  September 30, 2003, the fund purchased  $2,965,290,000
of investment securities and sold $2,722,196,000 of investment securities, other
than temporary cash investments.

G. The market value of  securities  on loan to  broker/dealers  at September 30,
2003, was  $66,305,000,  for which the fund held cash collateral of $67,791,000.
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.

H. Capital share transactions for each class of shares were:



- ----------------------------------------------------------------------------------------------------------
                                                                     YEAR ENDED SEPTEMBER 30,
                                                ----------------------------------------------------------
                                                           2003                             2002
                                                -------------------------       --------------------------
                                                                                      
                                                     AMOUNT        SHARES          AMOUNT           SHARES
                                                      (000)         (000)           (000)            (000)
- ----------------------------------------------------------------------------------------------------------
INVESTOR SHARES
  Issued                                        $   584,982        50,131     $   321,942          24,326
  Issued in Lieu of Cash Distributions                8,854           786          17,165           1,185
  Redeemed                                         (319,541)      (27,088)       (542,138)        (40,937)
                                                ----------------------------------------------------------
   Net Increase (Decrease)--Investor Shares         274,295        23,829        (203,031)        (15,426)
                                                ----------------------------------------------------------

ADMIRAL SHARES
  Issued                                            107,923         2,849          82,658           1,961
  Issued in Lieu of Cash Distributions                1,265            36           1,823              41
  Redeemed                                          (36,291)       (1,004)        (49,805)         (1,234)
                                                ----------------------------------------------------------
   Net Increase (Decrease)--Admiral Shares           72,897         1,881          34,676             768
- ----------------------------------------------------------------------------------------------------------


                                       23



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Trustees of Vanguard Morgan Growth Fund:

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
Vanguard  Morgan Growth Fund (the "Fund") at September 30, 2003,  the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended and the financial  highlights for each
of the periods  indicated,  in conformity with accounting  principles  generally
accepted  in the  United  States of  America.  These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe  that our  audits,  which  included  confirmation  of  securities  at
September 30, 2003 by  correspondence  with the custodian and broker,  provide a
reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP
PHILADELPHIA, PENNSYLVANIA

OCTOBER 31, 2003




- --------------------------------------------------------------------------------
SPECIAL 2003 TAX INFORMATION
 (UNAUDITED) FOR VANGUARD MORGAN GROWTH FUND

This  information  for the fiscal year ended  September  30,  2003,  is included
pursuant to provisions of the Internal Revenue Code.

For corporate  shareholders,  100% of investment  income  (dividend  income plus
short-term gains, if any) qualifies for the dividends-received deduction.

The fund intends to distribute the maximum amount of qualified  dividend  income
allowable.  The amount of qualified dividend income distributed by the fund will
be provided to individual shareholders on their 2003 Form 1099-DIV.
- --------------------------------------------------------------------------------
                                       24



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                                       25


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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.

                                       26



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(R) 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 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
sizable personal 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



- ------------------------------------------------------------------------------------------------------------
                                 
                  POSITION(S) HELD WITH
NAME              FUND (NUMBER OF
(YEAR OF BIRTH)   VANGUARD FUNDS
TRUSTEE/OFFICER   OVERSEEN BY
SINCE             TRUSTEE/OFFICER)     PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------
JOHN J. BRENNAN*  Chairman of the      Chairman of the Board, Chief Executive Officer, and Director/Trustee
(1954)            Board, Chief         of The Vanguard Group, Inc., and of each of the investment companies
May 1987          Executive Officer,   served by The Vanguard Group.
                  and Trustee
                  (112)
- ------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES

CHARLES D. ELLIS  Trustee              The Partners of '63 (pro bono ventures in education); Senior Advisor
(1937)            (112)                to Greenwich Associates (international business strategy consulting);
January 2001                           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    Trustee              Chairman and Chief Executive Officer (since October 1999), Vice
(1945)            (112)                Chairman (JanuarySeptember 1999), and Vice President (prior to
December 2001                          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; and Trustee of Drexel University.
- ------------------------------------------------------------------------------------------------------------
JOANN HEFFERNAN   Trustee              Vice President, Chief Information Officer, and Member of the
HEISEN            (112)                Executive Committee of Johnson & Johnson (pharmaceuticals/consumer
(1950)                                 products); Director of the Medical Center at Princeton and Women's
July 1998                              Research and Education Institute.
- ------------------------------------------------------------------------------------------------------------
BURTON G. MALKIEL TRUSTEE              Chemical Bank Chairman's Professor of Economics,Princeton University;
(1932)            (110)                Director of Vanguard Investment Series plc (Irish invest-ment fund)
May 1977                               (since November 2001), Vanguard Group (Ireland)Limited (Irish
                                       investment management firm)(since November 2001),Prudential Insurance
                                       Co. of America, BKF Capital (investment management), The Jeffrey Co.
                                       (holding company), and NeuVis, Inc.(software company).
- ------------------------------------------------------------------------------------------------------------



the funds.  Among  board  members'  responsibilities  are  selecting  investment
advisors for the funds;  monitoring  fund  operations,  performance,  and costs;
reviewing  contracts;  nominating  and  selecting  new  trustees/directors;  and
electing Vanguard officers.

Each  trustee  serves a fund  until  its  termination;  or until  the  trustee's
retirement,  resignation,  or death;  or  otherwise  as  specified in the fund's
organizational  documents. Any trustee may be removed at a shareholders' meeting
by a vote  representing  two-thirds  of the net asset value of all shares of the
fund  together with shares of other  Vanguard  funds  organized  within the same
trust.  The table on these two pages  shows  information  for each  trustee  and
executive  officer of the fund. The mailing address of the trustees and officers
is P.O. Box 876, Valley Forge, PA 19482.


                      POSITION(S) HELD WITH
NAME                  FUND (NUMBER OF
(YEAR OF BIRTH)       VANGUARD FUNDS
TRUSTEE/OFFICER       OVERSEEN BY
SINCE                 TRUSTEE/OFFICER) PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------
                                 
Alfred M. Rankin, Jr. Trustee          Chairman, President, Chief Executive Officer, and Director of NACCO
(1941)                (112)            Industries, Inc. (forklift trucks/housewares/lignite); Director of
January 1993                           Goodrich Corporation (industrial products/aircraft systems and
                                       services); Director of Standard Products Company (supplier for
                                       the automotive industry) until 1998.
- ------------------------------------------------------------------------------------------------------------
J. Lawrence Wilson    Trustee          Retired Chairman and Chief Executive Officer of Rohm and Haas Co.
(1936)                (112)            (chemicals); Director of Cummins Inc. (diesel engines), The Mead
April 1985                             Corp. (paper products), and AmerisourceBergen Corp. (pharmaceuti-cal
                                       distribution); Trustee of Vanderbilt University.
- ------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS*

R. Gregory Barton     Secretary        Managing Director and General Counsel of The Vanguard Group, Inc.;
(1951)                (112)            Secretary of The Vanguard Group and of each of the investment
June 2001                              companies served by The Vanguard Group.
- ------------------------------------------------------------------------------------------------------------
Thomas J. Higgins     Treasurer        Principal of The Vanguard Group, Inc.; Treasurer of each of the
(1957)                (112)            investment companies served by The Vanguard Group.
July 1998
- ------------------------------------------------------------------------------------------------------------
*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.                   MICHAEL S. MILLER, Planning and Development.
JAMES H. GATELY, Investment Programs and Services.             RALPH K. PACKARD, Finance.
KATHLEEN C. GUBANICH, Human Resources.                         GEORGE U. SAUTER, Chief Investment Officer.
F. WILLIAM MCNABB, III, Client Relationship Group.
- ------------------------------------------------------------------------------------------------------------
JOHN C. BOGLE, Founder; Chairman and Chief Executive Officer, 1974-1996.
- ------------------------------------------------------------------------------------------------------------




[SHIP]
[THE VANGUARD GROUP(R) LOGO]
POST OFFICE BOX 2600
VALLEY FORGE, PA 19482-2600


Vanguard,  The Vanguard Group,  Vanguard.com,  Vanguard IRA, Admiral,  Explorer,
Morgan, LifeStrategy,  PlainTalk, STAR, Wellesley,  Wellington, Windsor, and the
ship logo are trademarks of The Vanguard Group, Inc.

S&P 500 and S&P MidCap 400 are trademarks of The  McGraw-Hill  Companies,  Inc.,
and have been licensed for use by The Vanguard Group, Inc. Vanguard mutual funds
are not  sponsored,  endorsed,  sold,  or  promoted  by  Standard & Poor's,  and
Standard  &  Poor's  makes  no  representation  regarding  the  advisability  of
investing in the funds.

Calvert  Social  Index is a  trademark  of  Calvert  Group,  Ltd.,  and has been
licensed for use by The Vanguard Group,  Inc. Vanguard Calvert Social Index Fund
is not  sponsored,  endorsed,  sold,  or promoted by Calvert  Group,  Ltd.,  and
Calvert Group,  Ltd.,  makes no  representation  regarding the  advisability  of
investing in the fund.

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


ABOUT OUR COVER

The  photographs  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.

Q260 112003

ITEM 2: Code of Ethics.  The Board of Trustees has adopted a code of ethics that
applies  to  the  principal  executive  officer,  principal  financial  officer,
principal  accounting  officer or controller of the  Registrant and The Vanguard
Group, Inc., and to persons performing similar functions.

ITEM 3:  Audit  Committee  Financial  Expert.  All of the  members  of the Audit
Committee have been determined by the Registrant's Board of Trustees to be Audit
Committee Financial Experts.  The members of the Audit Committee are: Charles D.
Ellis,  Rajiv L. Gupta,  JoAnn Heffernan  Heisen,  Burton G. Malkiel,  Alfred M.
Rankin, Jr., and J. Lawrence Wilson. All Audit Committee members are independent
under applicable rules.


ITEM 4: Not applicable.

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  Control Over Financial  Reporting.  There were no significant
changes in Registrant's  internal  control over financial  reporting or in other
factors that could  significantly  affect this control subsequent to the date of
the  evaluation,  including any  corrective  actions with regard to  significant
deficiencies and material weaknesses.

ITEM 10: EXHIBITS.  The following exhibits are attached hereto:
         (a) code of ethics
         (b) certifications







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 MORGAN GROWTH FUND

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

Date: November 20, 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 MORGAN GROWTH FUND

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

Date: November 20, 2003

      VANGUARD MORGAN GROWTH FUND

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

Date: November 20, 2003

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