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: 2-11444

Name of Registrant: VANGUARD WELLINGTON 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:  November 30

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

ITEM 1: Reports to Shareholders



VANGUARD(R) WELLINGTON(TM) FUND

NOVEMBER 30, 2003

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,  together with
the letter from the managers who select  securities for your fund, 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  the  opinions  expressed  by  Vanguard's
investment  managers  are just  that:  informed  opinions.  They  should  not be
considered  promises or advice.  The opinions,  like the  statistics,  cover the
period  through the date on the cover of this report.  As things  change--and in
the financial markets you can be certain only of change--an investment manager's
job is to evaluate  new  information  and make  adjustments,  if  necessary.  Of
course, 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(R).

- --------------------------------------------------------------------------------
CONTENTS

 1 letter from the chairman
 7 report from the advisor
10 fund profile
12 glossary of investment terms
14 performance summary
16 your fund's after-tax returns
17 about your fund's expenses
18 financial statements
34 advantages of vanguard.com
- --------------------------------------------------------------------------------
SUMMARY

*    The Investor Shares of Vanguard  Wellington Fund returned 12.9% in the 2003
     fiscal year,  driven by strong gains from the fund's  value-oriented  stock
     portfolio and a solid performance from its bond holdings.
*    The  bounce  in the stock  market  that  began  with the onset of the Iraqi
     conflict  boosted the fund's  stock  portfolio.  All 12 of the fund's stock
     sectors saw positive returns.
*    The fund's long-term  performance record is excellent,  surpassing not only
     those of Wellington's comparative benchmarks but also that of the all-stock
     Standard & Poor's 500 Index.
- --------------------------------------------------------------------------------

Want less clutter in your mailbox?  Just register with  VANGUARD.COM  and opt to
get fund reports online.


LETTER FROM THE CHAIRMAN

Fellow Shareholder,

Fueled by a widespread  rally in the stock market,  Vanguard  Wellington  Fund's
Investor Shares returned 12.9% during the 12 months ended November 30, 2003. The
fund's Admiral Shares gained 13.1%. A welcome turnabout from 2002's results, the
fund's gains also outperformed those of its main comparative measures.

[PICTURES OF JOHN J. BRENNAN]

- --------------------------------------------------
2003 TOTAL RETURNS               FISCAL YEAR ENDED
                                       NOVEMBER 30
- --------------------------------------------------
VANGUARD WELLINGTON FUND
  Investor Shares                            12.9%
  Admiral Shares                             13.1
Wellington Composite Index*                  12.7
Average Balanced Fund**                      12.2
- --------------------------------------------------
*Weighted 65% S&P 500 Index and 35% Lehman Credit A or Better Index.
**Derived from data provided by Lipper Inc.


As stocks emerged from a three-year slump in the second half of the period,  the
fund's  advisor  stuck  to  its  time-tested   emphasis  on  reasonably   valued
dividend-paying stocks and investment-grade  corporate and government bonds-- an
approach  that  yielded  solid  returns in a volatile  environment.  Your fund's
income  orientation  was reflected in its yield at the close of the fiscal year:
2.4% for the Investor Shares.

The table above shows  total  returns  (capital  change plus  reinvested  income
dividends) for your fund and its main comparative measures.

Details about the fund's changes in net asset value and per-share  distributions
during the period appear on page 6. If you hold Wellington in a taxable account,
you may wish to review the fund's after-tax returns on page 16.

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

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

                                       1



STOCKS SURGED ON POSITIVE ECONOMIC AND FINANCIAL REPORTS

The  prospect of war with Iraq and a spate of weak  economic  reports  depressed
U.S.  stock prices in the opening  months of the fiscal year.  Once the start of
combat eliminated some  uncertainties,  however,  investors' mood turned upbeat,
igniting a robust stock market rally.  In the fiscal year's final weeks,  stocks
were  propelled by reports that  productivity  and  manufacturing  activity were
growing rapidly, while profits at U.S. corporations rose nearly 30% in the third
calendar quarter from their year-earlier levels.

For the 12 months, the broad U.S. stock market, as measured by the Wilshire 5000
Total Market Index, returned 19.0%. Within  market-capitalization  ranges, gains
were substantially  similar for growth and value stocks (i.e., stocks that sport
premium  prices  for  their  earnings  growth   potential  versus  those  having
bargain-basement  price  tags  relative  to  earnings,   book  value,  or  other
measures).  A large divergence  between small- and large-company  stock returns,
however,  suggested that investors had a renewed interest in riskier stocks. The
36.3% return of the small-cap Russell 2000 Index was more than double the result
of the large- and mid-cap Russell 1000 Index.

- ------------------------------------------------------------------------------
MARKET BAROMETER                                  AVERAGE ANNUAL TOTAL RETURNS
                                               PERIODS ENDED NOVEMBER 30, 2003
                                              --------------------------------
                                               ONE         THREE          FIVE
                                              YEAR         YEARS         YEARS
- ------------------------------------------------------------------------------
STOCKS
Russell 1000 Index (Large-caps)              16.9%         -4.9%          0.2%
Russell 2000 Index (Small-caps)              36.3           8.5           8.0
Wilshire 5000 Index (Entire market)          19.0          -3.3           0.8
MSCI All Country World Index Free
  ex USA (International)                     27.1          -2.3           0.7
- ------------------------------------------------------------------------------
BONDS
Lehman Aggregate Bond Index                   5.2%          7.9%          6.5%
  (Broad taxable market)
Lehman Municipal Bond Index                   6.7           7.2           5.7
Citigroup 3-Month Treasury Bill Index         1.1           2.4           3.6
==============================================================================
CPI
Consumer Price Index                          1.8%          2.0%          2.4%
- ------------------------------------------------------------------------------

Stock gains were equally impressive in many international markets,  particularly
those in the Pacific Rim nations and emerging-markets  countries. For U.S.-based
investors, the weakening of the dollar relative to most major currencies boosted
returns from abroad.

BOND INVESTORS WERE REWARDED FOR TAKING GREATER RISKS

As in the  stock  market,  the best  returns  in the bond  market  came from the
riskiest securities.  Returns of corporate bonds exceeded those of U.S. Treasury
securities with comparable maturities, while below-investment-grade bonds posted
spectacular results, even topping the

                                       2




gain of the broad stock market. The Lehman Brothers High Yield Bond Index, which
tracks the  performance of bonds issued by companies with "junk" credit ratings,
surged  27.9%.  The yield of the benchmark  10-year  Treasury note rose 12 basis
points (0.12  percentage  point) during the period to 4.33%.  For the 12 months,
the Lehman Aggregate Bond Index, a measure of the taxable  investment-grade bond
market, returned 5.2%, as rising interest income offset falling bond prices.

The story was  different  among the  shortest-maturity  debt  securities,  whose
yields are influenced  more strongly by the Federal Reserve Board's actions than
by open-market forces. In June, the Fed reduced its target federal-funds rate by
25 basis points to 1.00%,  the lowest level since 1958. The yield of the 3-month
Treasury bill, a fair proxy for money market  interest  rates,  fell to 0.81% in
mid-June,  then rose  modestly to end the fiscal year at 0.93%,  28 basis points
lower than its year-ago level.

THE RESURGENCE OF STOCKS DROVE THE FUND'S SUCCESS

The  widespread  gains in the stock  market  that began in the first  quarter of
calendar year 2003 were, of course, a boon to Wellington Fund's stock portfolio.
For the full fiscal year, the fund's stock holdings returned 16.7%,  better than
the 15.1%  result  for the  Standard  & Poor's  500  Index,  Wellington's  stock
benchmark.  Of the 12  economic  sectors  in which  the fund was  invested,  all
advanced during the fiscal year, with ten posting double-digit gains.

The fund's three largest  sectors at the close of the fiscal year  (representing
more than 40% of stock assets) were financial services, utilities, and materials
& processing, all traditional havens for the reasonably priced, income-producing
stocks that are consistent with the advisor's  investment focus. At 19% of stock
assets on November 30, the fund's financial  services holdings  contributed more
than one-fifth of the stock portfolio's gain. The advisor, Wellington Management
Company,  also  enjoyed good  performance  from the  utilities  sector and other
cyclical industrial groups, such as integrated oils, producer durables, and auto
& transportation.

On the negative  side,  the poor  performance  of several of our large  holdings
dampened performance, as did our underweighting in tech stocks. Also, the fund's
weighting  in  suppliers  of  basic  manufacturing   inputs  such  as  aluminum,
chemicals,  paper,  and the like was more than three  times that of the S&P 500,
but the fund's  performance in the sector fell nearly 5 percentage  points short
of the benchmark's return.

                                       3




The fund's fixed income  portfolio,  which  represented  about 35 cents of every
dollar  invested on  November  30,  returned a strong  7.1%.  However,  this was
slightly  short of the 7.4%  return of the  fund's  bond  benchmark,  the Lehman
Credit A or Better Index.

For more details about the fund's  positioning and performance during the fiscal
year,  read the  Report  from the  Advisor,  which  begins on page 7.

THE FUND'S LONG-TERM RECORD IS STELLAR

Although the stock market has finally  emerged from the three-year  bear market,
many  funds'  long-term  records  have been  ravaged by the  downturn.  Vanguard
Wellington Fund certainly did not emerge unscathed from those bear-market years,
but  the  fund's  long-term  record  has  remained  impressive  relative  to its
benchmarks.  As the table below shows,  a  hypothetical  initial  investment  of
$10,000 on  November  30,  1993,  would  have  grown over ten years to  $27,766,
substantially  higher  than the  $20,503  result of the same  investment  in the
average peer fund and better than the $25,428 result of the unmanaged Wellington
Composite Index.

- ----------------------------------------------------------------
TOTAL RETURNS                                    TEN YEARS ENDED
                                               NOVEMBER 30, 2003
- ----------------------------------------------------------------
                            AVERAGE               FINAL VALUE OF
                             ANNUAL                    A $10,000
                             RETURN           INITIAL INVESTMENT
- ----------------------------------------------------------------
Wellington Fund
  Investor Shares             10.8%                      $27,766
Wellington Composite
  Index                        9.8                        25,428
Average Balanced Fund          7.4                        20,503
- ----------------------------------------------------------------

I am also pleased to note, as I did last year,  that  Wellington  Fund's average
annual return beats the return of the all-stock  S&P 500 Index,  which,  for the
ten years ended November 30, averaged 10.6%. This noteworthy  accomplishment for
a fund with a target asset mix of 65% stocks/35%  bonds is an affirmation of the
skill with which  Wellington  Management  has navigated the changing seas of the
financial markets over the past decade.

Along  with  the  advisor's  skills,  another  key  contributor  to your  fund's
long-term  success is its significant  cost advantage over similar mutual funds.
(For a  comparison  of the  costs  of your  fund  with the  average  cost of its
competitors, see page 17.)

                                       4



INVEST FOR YOUR FUTURE WITH CONFIDENCE

As the recent  years of tumult in the stock  market  have  shown,  the  greatest
certainty  in  investing  is  uncertainty.  That's  why  Vanguard  continues  to
emphasize  maintaining  a balanced  investment  program of  stocks,  bonds,  and
short-term reserves that is consistent with your goals and circumstances.

Wellington  Fund,  the nation's  oldest  balanced  mutual fund,  epitomizes  the
long-term virtues of such an approach,  offering the benefits of both the growth
potential of stocks and the current income of bonds. Founded a few months before
the stock market's 1929 crash,  the fund will celebrate its 75th  anniversary in
July 2004.  Its survival,  not to mention its success  through almost the entire
history of our modern financial markets,  is a testament to the value of balance
and diversification as governing principles.

In light of the shocking  allegations  about  market-timing  and late trading at
some investment  management firms, I feel compelled to close this letter with an
assurance  that  Vanguard has policies and  procedures  in place to identify and
deter such  behavior.  In  addition,  I have  great  confidence  in the  ethics,
integrity,  and  character of the  Vanguard  crew--values  that  receive  strong
institutional support from our client-owned corporate structure,  which channels
all our efforts into the creation of wealth for our shareholders.

Sincerely,


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

DECEMBER 9, 2003

                                       5




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

                                                        DISTRIBUTIONS PER SHARE
                                                      --------------------------
                           STARTING          ENDING        INCOME       CAPITAL
                        SHARE PRICE     SHARE PRICE     DIVIDENDS         GAINS
- --------------------------------------------------------------------------------
Wellington Fund
  Investor Shares            $25.27          $27.69       $0.770          $0.00
  Admiral Shares              43.66           47.84        1.386           0.00
- --------------------------------------------------------------------------------

                                       6



REPORT FROM THE ADVISOR

The Investor  Shares of Vanguard  Wellington  Fund returned  12.9% in the fiscal
year ended  November  30,  2003,  compared  with gains of 12.2% for the  average
balanced  fund and 12.7% for our  benchmark  composite  index,  weighted  65% in
large-cap stocks and 35% in high-quality corporate bonds.

THE INVESTMENT ENVIRONMENT

There has been little  doubt in 2003 that the lengthy bear market is truly over.
The stock market rallied in anticipation of stronger  corporate earnings growth,
which we are  beginning  to see in quarterly  reports.  With  economic  stimulus
coming from lower tax rates,  low interest  rates,  a weak  dollar,  and deficit
spending, we are confident that the economy has in fact finally responded.

This  confidence  was reinforced by the strong 8.2%  annualized  growth in gross
domestic  product in the third calendar  quarter.  The weak dollar has made U.S.
manufacturers  more  competitive  and helped  other  multinational  companies by
boosting earnings  translated from abroad.  Economic expansion in the States has
been influenced by a burgeoning  recovery in Asia; although it was led by China,
Japan has also participated.  Stocks of smaller, more speculative companies have
benefited disproportionately from investors' newfound confidence in the economic
recovery.  Economic  sectors that  suffered the most during the  downturn,  most
notably technology, have led the rebound.

Although the Federal Reserve again lowered short-term  interest rates during the
fiscal year to spur a return to healthy  economic  growth,  the general level of
interest rates was virtually  unchanged.  What did change during these 12 months
was the huge recovery in the corporate bond market relative to Treasury  issues.
Bond  investors  became  much  more  comfortable  with  corporate  bonds  as the
"post-bubble" shakeout

                                       7



ground to a halt.  Once the fear of negative  credit events  receded,  investors
rushed to purchase these higher-yielding issues. Looking ahead, we do not expect
the Fed to raise short-term  interest rates soon; however, it will ultimately do
so as the economy continues to strengthen.

OUR SUCCESSES

The fund's stock holdings  outperformed the S&P 500 Index largely because of our
positioning and stock selection within the industrial and energy sectors. Stocks
that performed well included McDonald's, Caterpillar, Canadian National Railway,
and EnCana,  the large Canadian energy provider.  McDonald's  rebounded from its
March lows as a result of the successful launch of its premium salad line, which
helped  to  increase  same-store  sales  and  earnings.   Caterpillar  announced
stronger-than-expected  earnings due to a nice pickup in its business and a more
effective cost  structure.  Canadian  National  Railway had solid execution amid
better grain  markets,  while EnCana had good  exploration  success.  Within the
fund's  fixed   income   holdings,   perfor-mance   was   strongest   among  the
lowest-quality securities, and we took the opportunity to lessen our exposure in
this area.

OUR SHORTFALLS

Our  biggest  shortfall  in the stock  portfolio  was in the  telecommunications
sector, as Verizon  Communications faced competitive pressures that affected its
earnings growth. Our underweighting in technology stocks also modestly detracted
from relative results, though EMC and Texas Instruments performed well. Finally,
Schering-Plough  was a major  disappointment,  as earnings  fell  sharply  after
patents  for  two of its  important  drugs  expired.  However,  the  new CEO has
announced  a dividend  cut and a series of  cost-cutting  measures  intended  to
improve the company's operating performance.  In addition, we feel the potential
for the company's new  high-cholesterol  drug, Zetia, is greater than the market
has factored into the stock's valuation.

THE FUND'S POSITIONING

Sector  weightings  in the stock  portfolio did not change much during the year,
though we did  increase  our exposure to the  financial  and  telecommunications
sectors and trim our stakes in the utilities and consumer  discretionary groups.
While we remain  concerned  about  valuations  in the financial  sector,  we are
finding  some  attractive  stocks

                                       8




in the insurance industry.  We also added to positions in several telecom stocks
on weakness,  as we are attracted to their ability to generate strong cash flows
for shareholders.  Several of our utilities stocks began to reach fair value, so
we  opportunistically  reduced our holdings.  Within the consumer  discretionary
group, many retailers appreciated beyond fair value and we took profits.

We  believe  that the fund is well  positioned  for an  economic  recovery.  Our
largest  overweightings  are in the most  attractively  priced cyclical sectors:
industrials,  basic materials, and energy. We remain significantly underweighted
in technology and consumer staples, as much of the recovery is already reflected
in these stocks' valuations.

I am now  completing  my first  year as manager  of the  fund's  stock  portion,
working  with Paul Kaplan on the fixed  income side.  We have  remained  true to
Vanguard  Wellington  Fund's  traditional  approach,  which is to invest  with a
long-term  view in  attractively  priced value  stocks and, to a lesser  extent,
growth stocks that are out of favor,  as well as in  investment-grade  corporate
bonds. We are pleased to have  outperformed  our 65% stock/35% bond benchmark in
the 2003 fiscal year, as our bias toward  companies  with strong  balance sheets
and  established  business  models is generally a hindrance in  more-speculative
markets.

Edward P. Bousa, VICE PRESIDENT AND PORTFOLIO MANAGER

WELLINGTON MANAGEMENT COMPANY, LLP

DECEMBER 15, 2003



NEW HOLDLINGS
- --------------------------------------------------------------------------------
  EQUITY PORTFOLIO CHANGES                   FISCAL YEAR ENDED NOVEMBER 30, 2003

                                   COMMENTS
- --------------------------------------------------------------------------------
  UBS                              Leading  global  investment  bank  and wealth
                                   manager  has  an  attractive  valuation  with
                                   improving returns.
- --------------------------------------------------------------------------------
  Nokia                            Major  global wireless  handset  manufacturer
                                   has  significant  exposure  to China  and new
                                   wireless technologies.
- --------------------------------------------------------------------------------
  Coca-Cola Enterprises            Major soft-drink  bottler is producing better
                                   margins.
- --------------------------------------------------------------------------------
ELIMINATED
- --------------------------------------------------------------------------------
  PNC Financial Services Group     Large  bank  has limited prospects to benefit
                                   from an improving economy.
- --------------------------------------------------------------------------------
  DaimlerChrysler                  Major   automaker    is   seeing    increased
                                   competition  across its product line.
- --------------------------------------------------------------------------------

                                                      SEE PAGE 18 FOR A COMPLETE
                                                 LISTING OF THE FUND'S HOLDINGS.

                                       9



FUND PROFILE

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 pages 12 and 13.


WELLINGTON FUND
- -----------------------------------------
TOTAL FUND CHARACTERISTICS
Yield
  Investor Shares                    2.4%
  Admiral Shares                     2.5%
Turnover Rate                         28%
Expense Ratio
  Investor Shares                   0.36%
  Admiral Shares                    0.23%
Short-Term Reserves                    3%
- -----------------------------------------

- ---------------------------------------------------
TEN LARGEST STOCKS (% OF STOCK PORTFOLIO)

Citigroup, Inc.                                3.3%
  (banking)
International Business Machines Corp.          2.2
  (computer hardware)
Alcoa Inc.                                     2.0
  (metals and mining)
Abbott Laboratories                            1.9
  (pharmaceuticals)
Bank One Corp.                                 1.9
  (banking)
Union Pacific Corp.                            1.8
  (railroad)
EnCana Corp.                                   1.8
  (energy)
Verizon Communications                         1.8
  (telecommunications)
Wachovia Corp.                                 1.6
  (banking)
Exelon Corp.                                   1.6
  (electric utilities)
- ---------------------------------------------------
Top Ten                                       19.9%
- ---------------------------------------------------
Top Ten as % of Total Net Assets              12.9%
- ---------------------------------------------------
The "Ten Largest Stocks" excludes any equity index products.


- ----------------------------------------------------------------
TOTAL FUND VOLATILITY MEASURES

                                COMPOSITE                  BROAD
                      FUND         INDEX*      FUND      INDEX**
- ----------------------------------------------------------------
R-Squared             0.83           1.00      0.80         1.00
Beta                  0.83           1.00      0.50         1.00
- ----------------------------------------------------------------


- --------------------------------------------------------------------------------
SECTOR DIVERSIFICATION (% OF STOCK PORTFOLIO)
                                                     COMPARATIVE          BROAD
                                     FUND               INDEX**          INDEX+
- --------------------------------------------------------------------------------
Auto & Transportation                  8%                     3%             3%
Consumer Discretionary                 9                     14             16
Consumer Staples                       5                      8              7
Financial Services                    19                     22             22
Health Care                           10                     13             13
Integrated Oils                        7                      4              3
Other Energy                           3                      1              2
Materials & Processing                11                      3              4
Producer Durables                      6                      4              5
Technology                             9                     16             15
Utilities                             12                      7              6
Other                                  1                      5              4
- --------------------------------------------------------------------------------

- -----------------------------------------
FUND ASSET ALLOCATION

BONDS                                 32%
STOCKS                                65%
SHORT-TERM RESERVES                    3%
- -----------------------------------------

* Wellington Composite Index, weighted 65% S&P 500 Index and 35% Lehman Credit A
or Better Index.
**S&P 500 Index.
+Wilshire 5000 Index.


                                       10


- ------------------------------------------------------------------------
STOCK CHARACTERISTICS
                                                COMPARATIVE        BROAD
                                    FUND             INDEX*      INDEX**
- ------------------------------------------------------------------------
Number of Stocks                     106                500        5,237
Median Market Cap                 $27.6B             $49.5B       $27.5B
Price/Earnings Ratio               20.6x              21.7x        22.7x
Price/Book Ratio                    2.4x               3.0x         2.9x
Dividend Yield                      2.1%               1.7%         1.5%
Return on Equity                   19.0%              21.2%        19.4%
Earnings Growth Rate                2.9%               7.6%         8.1%
Foreign Holdings                    9.7%               0.0%         0.8%
- ------------------------------------------------------------------------

- ----------------------------------------
STOCK INVESTMENT FOCUS

STYLE                              VALUE
MARKET CAP                         LARGE
- ----------------------------------------

- --------------------------------------------------------------------------
FIXED INCOME CHARACTERISTICS
                                                 COMPARATIVE         BROAD
                                        FUND          INDEXY       INDEX++
- --------------------------------------------------------------------------
Number of Bonds                          214           1,888         6,703
Yield to Maturity                      4.2%+            4.0%          4.4%
Average Coupon                          6.0%            5.9%          5.7%
Average Effective Maturity         7.7 years       8.4 years     7.7 years
Average Quality                          Aa2             Aa3           Aaa
Average Duration                   5.2 years       5.4 years     4.6 years
- --------------------------------------------------------------------------


- ----------------------------------------------------------------
FIXED INCOME INVESTMENT FOCUS


CREDIT QUALITY                        INVESTMENT-GRADE CORPORATE
AVERAGE MATURITY                                          MEDIUM
- ----------------------------------------------------------------

- ------------------------------------------------------
SECTOR DIVERSIFICATION (% OF FIXED INCOME PORTFOLIO)

Asset-Backed                                        2%
Commercial Mortgage-Backed                          1
Finance                                            30
Foreign                                             3
Government Mortgage-Backed                         10
Industrial                                         32
Treasury/Agency                                    13
Utilities                                           8
Other                                               1
- ------------------------------------------------------
Total                                             100%
- ------------------------------------------------------

- ------------------------------------------------------------
DISTRIBUTION BY CREDIT QUALITY (% OF FIXED INCOME PORTFOLIO)

Treasury/Agency/GSEsyy                                   23%
Aaa                                                      11
Aa                                                       17
A                                                        38
Baa                                                       9
Ba                                                        0
B                                                         0
Not Rated                                                 2
- ------------------------------------------------------------
Total                                                   100%
- ------------------------------------------------------------
*S&P 500 Index.
**Wilshire 5000 Index.
+Lehman Credit A or Better Index.
++Lehman Aggregate Bond Index.
+Before expenses.
++Includes   government   mortgage-backed   bonds  along  with  debt  issued  by
government-sponsored enterprises.

                                               VISIT OUR WEBSITE AT VANGUARD.COM
                                         FOR REGULARLY UPDATED FUND INFORMATION.

                                       11



GLOSSARY OF INVESTMENT TERMS

AVERAGE COUPON.  The average  interest rate paid on the fixed income  securities
held by a fund. It is expressed as a percentage of face value.
- --------------------------------------------------------------------------------
AVERAGE DURATION.  An estimate of how much the value of the bonds held by a fund
will fluctuate in response to a change in interest  rates.  To see how the value
could change,  multiply the average duration by the change in rates. If interest
rates  rise by 1  percentage  point,  the  value of the  bonds in a fund with an
average duration of five years would decline by about 5%. If rates decrease by a
percentage point, the value would rise by 5%.
- --------------------------------------------------------------------------------
AVERAGE  EFFECTIVE  MATURITY.  The  average  length of time until  fixed  income
securities  held  by  a  fund  reach  maturity  and  are  repaid,   taking  into
consideration  the  possibility  that the  issuer  may call the bond  before its
maturity date. The figure reflects the proportion of fund assets  represented by
each  security;  it also reflects any futures  contracts  held. In general,  the
longer  the  average  effective  maturity,  the more a fund's  share  price will
fluctuate in response to changes in market interest rates.
- --------------------------------------------------------------------------------
AVERAGE QUALITY.  An indicator of credit risk, this figure is the average of the
ratings  assigned to a fund's fixed income holdings by  credit-rating  agencies.
The agencies make their  judgment after  appraising an issuer's  ability to meet
its  obligations.  Quality is graded on a scale,  with Aaa or AAA indicating the
most creditworthy bond issuers.  U.S. Treasury securities are considered to have
the highest credit quality.
- --------------------------------------------------------------------------------
BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation to the ups and downs of a given market  index.  The 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%. A fund's beta should be reviewed in conjunction  with its R-squared (see
definition  on the next page).  The lower the  R-squared,  the less  correlation
there is between  the fund and the index,  and the less  reliable  beta is as an
indicator of volatility.
- --------------------------------------------------------------------------------
DIVIDEND  YIELD.  The current,  annualized  rate of dividends paid on a share of
stock,  divided by its current  share price.  For a fund,  the weighted  average
yield for stocks it holds.  The index yield is based on the  current  annualized
rate of dividends paid on stocks in the index.
- --------------------------------------------------------------------------------
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 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.
- --------------------------------------------------------------------------------

                                       12



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 given  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.
- --------------------------------------------------------------------------------
SHORT-TERM  RESERVES.  The  percentage  of a fund  invested  in  highly  liquid,
short-term securities that can be readily converted to cash.
- --------------------------------------------------------------------------------
TURNOVER  RATE. An indication of the fund's  trading  activity.  Funds with high
turnover  rates  incur  higher  transaction  costs  and  may be more  likely  to
distribute capital gains (which may be 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.
- --------------------------------------------------------------------------------
YIELD TO  MATURITY.  The rate of return an investor  would  receive if the fixed
income securities held by a fund were held to their maturity dates.
- --------------------------------------------------------------------------------

                                       13



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.  (For current
performance,  which may be higher or lower than that cited, visit our website at
www.vanguard.com.)  Note, too, that both investment  returns and principal value
can fluctuate  widely, so that an investor's  shares,  when sold, 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  sale of fund
shares.



WELLINGTON FUND
- --------------------------------------------------------------------------------------------------
CUMULATIVE PERFORMANCE NOVEMBER 30, 1993-NOVEMBER 30, 2003
                                                                           
                                        WILSHIRE            S&P       WELLINGTON           AVERAGE
            WELLINGTON FUND                 5000            500        COMPOSITE          BALANCED
            INVESTOR SHARES                INDEX          INDEX           INDEX*            FUND**

199311                10000                10000          10000            10000             10000
199402                10173                10265          10181            10107             10224
199405                10053                 9991          10024             9814              9913
199408                10500                10455          10513            10191             10205
199411                 9918                10038          10105             9840              9826
199502                10724                10807          10930            10609             10337
199505                11761                11753          12047            11645             11071
199508                12312                12750          12768            12183             11652
199511                13161                13658          13841            13087             12243
199602                13630                14503          14723            13558             12685
199605                13954                15434          15473            13866             13030
199608                14110                14945          15159            13736             12912
199611                15959                17018          17698            15682             14256
199702                16251                17719          18575            16074             14513
199705                17003                18926          20025            16934             15135
199708                17968                20516          21321            17931             16002
199711                18927                21690          22744            19076             16551
199802                20083                23828          25078            20523             17587
199805                20848                24644          26170            21322             18048
199808                19032                21064          23047            19790             16447
199811                21546                25627          28126            22920             18423
199902                21046                27245          30027            23688             18811
199905                22745                29003          31672            24373             19620
199908                22537                29252          32226            24420             19511
199911                22316                31314          34003            25442             20068
200002                20666                33016          33549            25205             20171
200005                22662                31997          34990            25844             20677
200008                23354                35102          37484            27651             21902
200011                23862                29495          32568            25419             20542
200102                25257                28214          30799            25144             20633
200105                26101                28764          31298            25470             20868
200108                25557                26132          28342            24414             19926
200111                25679                26255          28587            24688             20028
200202                26196                25852          27869            24420             19783
200205                26374                25364          26964            23873             19645
200208                24327                21805          23242            22155             18069
200211                24584                22391          23866            22768             18272
200302                23311                20269          21548            21864             17444
200305                26058                23534          24790            24515             19197
200308                26512                25045          26047            24608             19699
200311                27766                26648          27468            25428             20503
- --------------------------------------------------------------------------------------------------

                                    AVERAGE ANNUAL TOTAL RETURNS
                                   PERIODS ENDED NOVEMBER 30, 2003
                              -------------------------------------  FINAL VALUE
                                       ONE       FIVE      TEN      OF A $10,000
                                      YEAR      YEARS    YEARS        INVESTMENT
- --------------------------------------------------------------------------------
Wellington Fund Investor Shares     12.94%      5.20%   10.75%           $27,766
Wilshire 5000 Index                 19.01       0.78    10.30             26,648
S&P 500 Index                       15.09      -0.47    10.63             27,468
Wellington Composite Index*         12.67       2.10     9.78             25,428
Average Balanced Fund**             12.21       2.16     7.44             20,503
- --------------------------------------------------------------------------------

                                                                     FINAL VALUE
                                       ONE            SINCE        OF A $250,000
                                      YEAR       INCEPTION+           INVESTMENT
- --------------------------------------------------------------------------------
Wellington Fund Admiral Shares      13.09%            3.16%             $270,655
Wilshire 5000 Index                 19.01            -2.58               233,864
S&P 500 Index                       15.09            -4.76               220,799
Wellington Composite Index*         12.67             0.60               253,843
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FISCAL-YEAR TOTAL RETURNS (%) NOVEMBER 30, 1993-NOVEMBER 30, 2003
- --------------------------------------------------------------------------------
                     WELLINGTON FUND              COMPOSITE
                     INVESTOR SHARES                 INDEX*
FISCAL        CAPITAL       INCOME     TOTAL          TOTAL
YEAR           RETURN       RETURN    RETURN         RETURN
- -----------------------------------------------------------
1994            -5.2%         4.4%     -0.8%          -1.6%
1995            27.3          5.4      32.7           33.0
1996            16.7          4.6      21.3           19.8
1997            14.2          4.4      18.6           21.6
1998             9.6          4.2      13.8           20.1
- -----------------------------------------------------------
                     WELLINGTON FUND              COMPOSITE
                     INVESTOR SHARES                 INDEX*
FISCAL        CAPITAL       INCOME     TOTAL          TOTAL
YEAR           RETURN       RETURN    RETURN         RETURN
- -----------------------------------------------------------
1999            -0.5%         4.1%      3.6%          11.0%
2000             2.6          4.3       6.9           -0.1
2001             3.8          3.8       7.6           -3.4
2002            -7.4          3.1      -4.3           -8.1
2003             9.6          3.3      12.9           12.7
- --------------------------------------------------------------------------------
*  Weighted  65% S&P 500 Index and 35%  Lehman  Long  Credit AA or Better  Index
through  February  29,  2000;  and 65% S&P 500 Index and 35% Lehman  Credit A or
Better Index thereafter.
**Derived from data provided by Lipper Inc.
+May 14, 2001.
Note:  See  Financial  Highlights  tables  on pages 28 and 29 for  dividend  and
capital gains information.

                                       14







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

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

                                                                 TEN YEARS
                                         ONE      FIVE   -----------------------
                     INCEPTION DATE     YEAR     YEARS    CAPITAL  INCOME  TOTAL
- --------------------------------------------------------------------------------
Wellington Fund
  Investor Shares          7/1/1929   17.07%     5.79%      6.19%   4.13% 10.32%
  Admiral Shares          5/14/2001   17.21     1.51*         --      --     --
- --------------------------------------------------------------------------------
*Return since inception.

                                       15



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 (including  qualified  dividend 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.  Qualified  dividend
income is based on estimates  for calendar year 2003.  (In the example,  returns
after the sale of fund  shares may be higher than those  assuming no sale.  This
occurs when the sale would have produced a capital loss. The calculation assumes
that the investor received a tax deduction for the loss.)

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 NOVEMBER 30, 2003

                                         ONE YEAR    FIVE YEARS      TEN YEARS
                                        --------------------------------------
WELLINGTON FUND INVESTOR SHARES
  Returns Before Taxes                     12.94%         5.20%         10.75%
  Returns After Taxes on Distributions     11.94          2.87           8.28
  Returns After Taxes on Distributions
    and Sale of Fund Shares                 8.52          3.24           8.01
- ------------------------------------------------------------------------------

                                       16



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  November 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
- --------------------------------------------------------------------------------
Wellington Fund
  Investor Shares                  $38               0.36%                 1.31%
  Admiral Shares                    25               0.23                    --
- --------------------------------------------------------------------------------
*Average Balanced Fund.
The  calculation  assumes no shares were sold.  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.

                                       17



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*
WELLINGTON FUND                                   SHARES            (000)
- -------------------------------------------------------------------------
COMMON STOCKS (65.0%)
- -------------------------------------------------------------------------
AUTO & Transportation (5.1%)
  Union Pacific Corp.                          5,000,000    $     318,400
  Canadian National Railway Co.                4,000,000          237,400
  CSX Corp.                                    6,532,800          221,396
  FedEx Corp.                                  2,168,500          157,650
* British Airways PLC ADR                      3,000,000          117,900
  General Motors Corp.                         2,715,800          116,182
  Norfolk Southern Corp.                       4,709,000          100,820
  Canadian Pacific Railway Ltd.                2,755,700          75,065
  Delta Air Lines, Inc.                        2,500,000           31,350
                                                                 --------
                                                            $   1,376,163
                                                                 --------
CONSUMER DISCRETIONARY (6.0%)
  Waste Management, Inc.                       8,623,500    $     253,617
  McDonald's Corp.                             8,503,500          217,945
  Kimberly-Clark Corp.                         3,590,300          194,666
* Accenture Ltd.                               7,000,000          174,300
  Gillette Co.                                 4,943,600          166,748
* Time Warner, Inc.                           10,231,000          166,561
  Omnicom Group Inc.                           1,606,000          127,934
  Dollar General Corp.                         4,302,400           90,867
  Gannett Co., Inc.                            1,000,000           86,600
* Staples, Inc.                                2,817,600           76,498
  Target Corp.                                 1,612,700           62,444
                                                            -------------
                                                            $   1,618,180
                                                            -------------
CONSUMER STAPLES (3.2%)
  Altria Group, Inc.                           4,955,300          257,676
  PepsiCo, Inc.                                3,484,900          167,693
  Sara Lee Corp.                               5,172,900          106,303
  Kraft Foods Inc.                             3,237,500          102,532
  Kellogg Co.                                  2,836,000          101,444
  General Mills, Inc.                          2,000,000           90,020
  Coca-Cola Enterprises, Inc.                  1,939,800           40,057
                                                            -------------
                                                            $     865,725
                                                            -------------

FINANCIAL SERVICES (12.2%)
  Citigroup, Inc.                             12,174,300          572,679
  Bank One Corp.                               7,488,700          324,710
  Wachovia Corp.                               6,270,300          286,866
  ACE Ltd.                                     7,270,200          264,999
  MBIA, Inc.                                   3,729,700          216,770
  Merrill Lynch & Co., Inc.                    3,709,000          210,486
  Freddie Mac                                  3,605,500          196,211
  American International Group, Inc.           3,219,800          186,587
  The Hartford Financial
    Services Group Inc.                        3,274,000          180,070
  KeyCorp                                      5,866,100          163,019
  Marsh & McLennan Cos., Inc.                  3,515,000          156,207
  UBS AG                                       2,340,000          150,181
  U.S. Bancorp                                 4,464,200          123,703
  Ambac Financial Group, Inc.                  1,482,900          101,949

                                       18


- -------------------------------------------------------------------------
                                                                   MARKET
                                                                   VALUE*
WELLINGTON FUND                                   SHARES            (000)
- -------------------------------------------------------------------------
  Morgan Stanley                               1,794,500    $      99,200
  Archstone-Smith Trust REIT                   2,480,900           68,175
                                                            -------------
                                                            $   3,301,812
                                                            -------------

HEALTH CARE (6.6%)
  Abbott Laboratories                          7,485,000          330,837
  Eli Lilly & Co.                              3,120,400          213,935
  Pfizer Inc.                                  6,321,000          212,069
  Cardinal Health, Inc.                        3,327,900          203,468
  Schering-Plough Corp.                       12,504,700          200,700
  Baxter International, Inc.                   5,717,800          159,069
  Aventis SA ADR                               2,671,800          154,029
  AstraZeneca Group PLC ADR                    3,204,600          147,251
  Becton, Dickinson & Co.                      2,266,200           90,716
  Wyeth                                        1,883,200           74,198
                                                            -------------
                                                            $   1,786,272
                                                            -------------
INTEGRATED OILS (4.6%)
  BP PLC ADR                                   6,023,600          257,147
  Total SA ADR                                 2,958,300          238,942
  Royal Dutch Petroleum
    Co. ADR                                    5,090,910          228,582
  ExxonMobil Corp.                             4,000,000          144,680
  ChevronTexaco Corp.                          1,897,000          142,465
  ConocoPhillips Co.                           1,619,900           91,913
  Petrol Brasil ADR                            3,000,000           72,210
  Repsol YPF, SA ADR                           3,206,900           56,089
                                                            -------------
                                                            $   1,232,028
                                                            -------------

OTHER ENERGY (2.2%)
  EnCana Corp.                                 8,567,708          314,692
  Schlumberger Ltd.                            3,500,000          164,220
  Burlington Resources, Inc.                   2,164,500          108,658
  Anadarko Petroleum Corp.                        66,600            2,992
                                                                ---------
                                                            $     590,562
                                                            -------------

MATERIALS & PROCESSING (6.9%)
  Alcoa Inc.                                  10,838,700          355,618
  Alcan Inc.                                   6,515,000          276,822
  E.I. du Pont de Nemours & Co.                5,754,700          238,590
  Weyerhaeuser Co.                             3,921,500          223,525
  Dow Chemical Co.                             4,222,100          158,540
  Rohm & Haas Co.                              3,895,000          156,384
  Avery Dennison Corp.                         2,376,500          130,898
  International Paper Co.                      3,448,400          128,315
  PPG Industries, Inc.                         2,006,000          117,291
  Temple-Inland Inc.                           1,416,600           80,080
                                                            -------------
                                                            $   1,866,063
                                                            -------------
PRODUCER DURABLES (3.9%)
  Caterpillar, Inc.                            2,998,300          228,021
  Parker Hannifin Corp.                        3,844,000          211,381
  Pitney Bowes, Inc.                           4,833,300          192,124
  Emerson Electric Co.                         2,283,500          139,385
  Nokia Corp. ADR                              5,334,600           95,916
  The Boeing Co.                               2,371,100           91,026
  Pall Corp.                                   3,224,000           82,599
                                                            -------------
                                                            $   1,040,452
                                                            -------------

TECHNOLOGY (5.9%)
  International Business Machines Corp.        4,345,800          393,469
  General Dynamics Corp.                       2,821,900          228,207
  Microsoft Corp.                              7,652,400          196,667
  Hewlett-Packard Co.                          8,967,500          194,505
  Texas Instruments, Inc.                      5,588,100          166,302
  Motorola, Inc.                              11,660,900          163,719
* Apple Computer, Inc.                         5,758,100          120,459
  Sony Corp. ADR                               2,917,000          100,199
* Corning, Inc.                                2,658,500           30,466
                                                            -------------
                                                            $   1,593,993
                                                            -------------

UTILITIES (7.7%)
  Verizon Communications                       9,411,500          308,415
  Exelon Corp.                                 4,572,000          282,641
* Comcast Corp. Class A                        6,481,800          203,399
  FPL Group, Inc.                              3,181,000          202,152
  Cinergy Corp.                                4,509,000          164,804
  Pinnacle West Capital Corp.                  4,048,600          159,393
  Progress Energy, Inc.                        3,000,000          131,460
  BellSouth Corp.                              4,789,100          124,660
  AT&T Corp.                                   5,470,300          108,476
* Deutsche Telekom AG ADR                      6,471,800          106,655
  SBC Communications Inc.                      4,563,400          106,236
  TXU Corp.                                    3,970,000           87,896
  ALLTEL Corp.                                 1,844,400           83,754
                                                            -------------
                                                            $   2,069,941
                                                            -------------

OTHER (0.7%)
Honeywell International Inc.                   4,397,500          130,562
Tyco International Ltd.                        2,587,000           59,372
                                                            -------------
                                                            $     189,934
                                                            -------------
- -------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $13,545,912)                      $  17,531,125
- -------------------------------------------------------------------------
                                                    FACE
                                                  AMOUNT
                                                   (000)
- -------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATIONS (7.6%)
- -------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (4.3%)
Private Export Funding Corp.
  (U.S. Government Guaranteed)
  5.75%, 1/15/2008                             $  40,385           44,005
U.S. Treasury Bond
  6.25%, 8/15/2023 100,000 112,875
U.S. Treasury Notes
  1.50%, 7/31/2005                               400,000          398,000
  2.00%, 8/31/2005                               200,000          200,468
  4.00%, 11/15/2012                              400,000          393,752
                                                            -------------
                                                            $   1,149,100
                                                            -------------

MORTGAGE-BACKED SECURITIES (3.3%)
Federal National Mortgage Assn.**
(3) 4.51%, 5/1/2013                               20,972           20,690

                                       19


GOVERNMENT NATIONAL MORTGAGE ASSN.
(3)   5.00%, 5/15/2033-7/15/2033                 195,538          192,644
(3)   5.50%, 2/15/2029-10/15/2033                368,514          373,353
(3)   6.00%, 3/15/2028-1/22/2033                 131,834          136,823
(3)   6.50%, 1/15/2031-1/15/2032                  74,363           78,333
(3)   7.00%, 4/15/2023-8/15/2032                  85,724           91,323
(3)   8.00%, 6/15/2017                                58               64
                                                            -------------
                                                            $     893,230
                                                            -------------
- -------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS
  (Cost $2,054,761)                                         $   2,042,330
- -------------------------------------------------------------------------
CORPORATE BONDS (22.4%)
- -------------------------------------------------------------------------
ASSET-BACKED SECURITIES (0.5%)
Bank One Issuance Trust
(3) 3.86%, 6/15/2011                              40,000           40,140
Bear Stearns Commercial Mortgage Securities Inc.
(3) 4.74%, 3/15/2040                              25,000           24,781
(3) 5.61%, 11/15/2033                             17,250           18,203
California Infrastructure Econ. Dev.
  Bank Special Purpose Trust SDG&E
(3) 6.31%, 9/25/2008                              11,180           11,849
California Infrastructure Southern
  California Edison SCU
(3) 6.42%, 12/26/2009                             16,110           17,754
Morgan Stanley Dean Witter Capital I
(3) 4.74%, 11/13/2036                             26,000           25,831
                                                            -------------
                                                            $     138,558
                                                            -------------
FINANCE (9.5%)
  BANKING (3.3%)
Abbey National First Capital
  8.20%, 10/15/2004                               20,000           21,140
Abbey National PLC
  6.69%, 10/17/2005                               25,000           26,996
BB&T Corp.
  7.25%, 6/15/2007                                36,900           41,674
Bank of America Corp.
  7.80%, 2/15/2010                                30,000           35,362
BankBoston Corp.
  6.625%, 12/1/2005                               27,000           29,250
Bank of Montreal
  7.80%, 4/1/2007                                 21,000           23,701
Bank One Corp.
  7.875%, 8/1/2010                                15,000           17,898
Banque Nationale de Paris-NY
  7.20%, 1/15/2007                                40,000           44,508
Banque Paribas NY
  6.95%, 7/22/2013                                40,000           45,524
Citicorp
  6.75%, 8/15/2005                                25,000           26,815
Credit Suisse First Boston USA Inc.
  5.875%, 8/1/2006                                40,000           43,002
Inter-American Development Bank
  4.375%, 9/20/2012                               40,000           40,141
NBD Bancorp, Inc.
  7.125%, 5/15/2007                               35,000           38,936
National City Bank Pennsylvania
  7.25%, 10/21/2011                               20,000           23,203
Northern Trust Corp.
  4.60%, 2/1/2013                                  5,925            5,801
  6.65%, 11/9/2004                                25,000           26,147
Royal Bank of Scotland
  6.375%, 2/1/2011                                40,775           45,354
Scotland International Finance
(4)8.85%, 11/1/2006                               28,000           31,892
Societe Generale - NY
  7.40%, 6/1/2006                                 40,000           44,398
SunTrust Bank
  7.25%, 9/15/2006                                54,000           59,835
US Bank NA Minnesota
  5.625%, 11/30/2005                              50,000           53,364
Wachovia Corp.
  5.625%, 12/15/2008                              55,000           59,149
Washington Mutual, Inc.
  7.50%, 8/15/2006                                40,000           44,764
Wells Fargo & Co.
   6.375%, 8/1/2011                               15,000           16,645
Wells Fargo Bank NA
  6.45%, 2/1/2011                                 35,000           39,100

BROKERAGE (0.2%)
Dean Witter, Discover & Co.
  6.75%, 10/15/2013                               25,775           28,562
Dean Witter, Discover & Co. MTN
  7.07%, 2/10/2014                                17,500           19,949

FINANCE COMPANIES (2.3%)
American Express Credit Corp.
  3.00%, 5/16/2008                                30,000           29,148
American General Financial
  7.45%, 1/15/2005                                55,000           58,188

                                       20


- -------------------------------------------------------------------------
                                                    FACE           MARKET
                                                  AMOUNT           VALUE*
WELLINGTON FUND                                    (000)            (000)
- -------------------------------------------------------------------------
Boeing Capital Corp.
  6.50%, 2/15/2012                                30,000           32,771
Caterpillar Financial Services Corp.
  7.59%, 12/10/2003                               40,000           40,050
Countrywide Home Loan
  5.50%, 8/1/2006                                 30,000           31,918
John Deere Capital Corp.
  5.10%, 1/15/2013                                20,000           20,311
General Electric Capital Corp.
  8.125%, 5/15/2012                               30,000           35,902
General Motors Acceptance Corp.
  6.00%, 4/1/2011                                 27,370           27,278
Heller Financial Inc.
  8.00%, 6/15/2005                                40,000           43,475
Household Finance Corp.
  6.375%, 10/15/2011                              50,000           54,811
LB-UBS Commerical Mortgage Trust
  6.462%, 3/15/2031                               16,325           18,189
Mercury General Corp.
  7.25%, 8/15/2011                                20,000           22,124
Norwest Financial, Inc.
  6.25%, 12/15/2007                               35,000           39,125
Pitney Bowes Credit Corp.
  8.55%, 9/15/2009                                41,890           51,155

Frank Russell Co.
(4)5.625%, 1/15/2009                              30,000           32,005
SLM Corp. MTN
  5.375%, 1/15/2013                               30,000           30,603
Toyota Motor Credit Corp.
  5.50%, 12/15/2008                               50,000           54,224

INSURANCE (3.3%)
ACE Capital Trust II
  9.70%, 4/1/2030                                 20,000           25,913
ACE INA Holdings, Inc.
  8.20%, 8/15/2004                                39,000           40,715
Allstate Corp.
  7.20%, 12/1/2009                                40,000           46,071
Ambac, Inc.
  7.50%, 5/1/2023                                 25,000           27,904
American International Group, Inc.
(4)6.30%, 5/10/2011                               60,000           65,981
Aon Corp.
  6.90%, 7/1/2004                                 48,000           49,303
Cincinnati Financial Corp.
  6.90%, 5/15/2028                                40,500           42,457
Farmers Exchange Capital
(4) 7.05%, 7/15/2028 25,000 22,750
Florida Windstorm Underwriters
(4) 7.125%, 2/25/2019                             55,000           63,415
General Re Corp.
  9.00%, 9/12/2009                                32,000           39,967
John Hancock Financial Services
  5.625%, 12/1/2008                               16,080           17,195
Hartford Financial Services Group Inc.
  7.90%, 6/15/2010                                35,000           41,192
Jackson National Life Insurance Co.
(4) 8.15%, 3/15/2027 39,480 44,990
Liberty Mutual Insurance Co.
(4)7.875%, 10/15/2026                             56,210           53,962
Marsh & McLennan Cos. Inc.
  6.25%, 3/15/2012                                50,000           54,136
Metropolitan Life Insurance Co.
(4)7.70%, 11/1/2015                               51,000           60,629
Protective Life Secured Trust
  3.70%, 11/24/2008                               35,000           34,597
Prudential Insurance Co.
(4)7.65%, 7/1/2007                                20,000           22,567
St. Paul Cos. Inc.
  5.75%, 3/15/2007                                20,000           21,435
Torchmark Corp.
  7.875%, 5/15/2023                               45,000           51,762
XL Capital Ltd.
  6.50%, 1/15/2012                                50,000           54,236

FINANCIAL OTHER (0.4%)
Mellon Funding Corp.
  5.00%, 12/1/2014                                30,000           29,935
National City Bank Columbus
  7.25%, 7/15/2010                                25,000           28,463
Spieker Properties LP Corp.
  7.65%, 12/15/2010                               25,000           28,560
Transamerica Financial Corp.
  6.40%, 9/15/2008                                29,265           31,260
                                                            -------------
                                                            $   2,553,782
                                                            -------------

INDUSTRIAL (9.8%)
  BASIC INDUSTY (1.5%)
Alcan Inc.
  4.50%, 5/15/2013                                20,000           19,274
  7.25%, 3/15/2031                                14,425           16,933
Alcoa Inc.
  7.375%, 8/1/2010                                40,000           46,500
Archer-Daniels-Midland
  7.00%, 2/1/2031                                 29,700           33,862
Avon Products Inc.
  4.20%, 7/15/2018                                30,000           26,795

                                       21



- -------------------------------------------------------------------------
                                                    FACE           MARKET
                                                  AMOUNT           VALUE*
WELLINGTON FUND                                    (000)            (000)
- -------------------------------------------------------------------------
BHP Finance USA Ltd.
  7.25%, 3/1/2016                                $15,000          $17,717
Cardinal Health Inc.
  4.00%, 6/15/2015                                30,000           27,208
Coca-Cola HBC Finance BV
(4)5.50%, 9/17/2015                               17,440           17,731
E.I. du Pont de Nemours & Co.
  6.75%, 10/15/2004                               40,000           41,796
First Data Corp.
  4.70%, 8/1/2013                                 40,000           39,220
Gannett Co. Inc.
  5.50%, 4/1/2007                                 19,250           20,622
Keyspan Corp.
  4.65%, 4/1/2013                                  9,000            8,730
PPG Industries, Inc.
  6.875%, 2/15/2012                               13,600           15,399
Rohm & Haas Co.
(3) 9.80%, 4/15/2020 12,375 15,965
U.S. Trading Corp.
(4)4.26%, 11/15/2014                              28,023           28,019
Weyerhaeuser Co.
  6.00%, 8/1/2006                                 30,000           31,982

CAPITAL GOODS (1.1%)
Deere & Co.
  6.55%, 7/15/2004                                16,005           16,494
Emerson Electric Co.
  6.30%, 11/1/2005                                13,875           14,913
General Dynamics
  4.25%, 5/15/2013                                40,000           38,122
Honeywell International Inc.
  7.50%, 3/1/2010                                 41,000           47,762
Masco Corp.
  6.75%, 3/15/2006                                40,000           43,462
Minnesota Mining & Manufacturing Corp.
  6.375%, 2/15/2028                               30,000           32,422
Rockwell International Corp.
  7.875%, 2/15/2005                               17,000           18,110
Snap-On Inc.
  6.25%, 8/15/2011                                34,990           38,562
United Technologies Corp.
  6.625%, 11/15/2004                              36,500           38,164

COMMUNICATION (0.8%)
AT&T Corp.
  7.00%, 11/15/2006                               40,000           44,161
BellSouth Corp.
  6.00%, 10/15/2011                               25,000           26,952
BellSouth Telecommunications
  5.875%, 1/15/2009                               15,000           16,255
Chesapeake & Potomac Telephone Co. (MD)
  7.15%, 5/1/2023                                 10,000           10,789
Comcast Cable Communications, Inc.
  6.875%, 6/15/2009                               20,000           22,148
Cox Communications, Inc.
  7.75%, 8/15/2006                                30,000           33,642
Illinois Bell Telephone Co.
  6.625%, 2/1/2025                                27,725           28,015
New York Telephone Co.
  7.25%, 2/15/2024                                20,000           20,463
Southwestern Bell Telephone Co. MTN
  7.60%, 4/26/2007                                 7,000            7,945
Telecomunicaciones de Puerto Rico
  6.65%, 5/15/2006                                13,000           14,101

CONSUMER CYCLICAL (1.2%)
DaimlerChrysler North America Holding Corp.
  7.40%, 1/20/2005                                30,000           31,663
Walt Disney Co.
  6.375%, 3/1/2012                                20,000           21,815
  7.30%, 2/8/2005                                 30,000           31,793
Harley Davidson Funding
(4) 3.625%, 12/15/2008                            33,450           33,142
Lowe's Co. Inc.
  8.25%, 6/1/2010                                 10,195           12,407
Target Corp.
  7.50%, 2/15/2005                                45,000           47,989
Time Warner Inc.
  6.95%, 1/15/2028                                15,000           15,754
  7.57%, 2/1/2024                                 20,000           22,329
Viacom Inc.
  7.70%, 7/30/2010                                40,000           47,339
Wal-Mart Stores, Inc.
  4.55%, 5/1/2013                                 23,000           22,558
  6.875%, 8/10/2009                               12,000           13,725
Wendy's International, Inc.
  6.35%, 12/15/2005                               25,500           27,266

CONSUMER NONCYCLICAL (2.6%)
Abbott Laboratories
  5.625%, 7/1/2006                                20,000           21,410
Anheuser-Busch Cos., Inc.
  7.00%, 12/1/2025                                30,000           32,323
Becton, Dickinson & Co.
  8.70%, 1/15/2025                                20,000           22,310

                                       22



- -------------------------------------------------------------------------
                                                    FACE           MARKET
                                                  AMOUNT           VALUE*
WELLINGTON FUND                                    (000)            (000)
- -------------------------------------------------------------------------
Bristol-Myers Squibb
  5.75%, 10/1/2011                             $  51,000    $      54,726
CPC International, Inc.
  6.15%, 1/15/2006                                 6,790            7,299
The Coca-Cola Co.
  4.00%, 6/1/2005                                 40,000           41,197
Coca-Cola Enterprises, Inc.
  6.125%, 8/15/2011                               30,000           32,924
Conagra Foods Inc.
  6.75%, 9/15/2011                                30,000           33,789
Diageo PLC
  3.50%, 11/19/2007                               30,000           30,064
Fortune Brands Inc.
  6.25%, 4/1/2008                                 40,000           43,862
Kimberly-Clark Corp.
  6.375%, 1/1/2028                                30,000           31,690
Kraft Foods Inc.
  4.625%, 11/1/2006                               50,000           51,850
Pepsi Bottling Holdings Inc.
(4) 5.625%, 2/17/2009                             40,000           43,122
Pharmacia Corp.
  6.60%, 12/1/2028                                12,000           13,426
Procter & Gamble Co. ESOP
  9.36%, 1/1/2021                                 60,945           82,143
SmithKline Beecham MTN
  7.375%, 4/15/2005                               15,000           15,877
Uniliver Capital Corp.
  7.125%, 11/1/2010                               33,000           38,210
UnitedHealth Group Inc.
  4.875%, 4/1/2013                                30,000           29,929
Warner Lambert
  6.00%, 1/15/2008                                20,000           21,767
Wyeth
  6.70%, 3/15/2011                                30,000           33,260
Zeneca Wilmington Inc.
  7.00%, 11/15/2023                               26,000           30,125

ENERGY (0.7%)
Amoco Corp.
  6.50%, 8/1/2007                                 25,000           27,863
Anadarko Petroleum Corp.
  3.25%, 5/1/2008                                 30,000           29,338
ChevronTexaco Capital Co.
  3.50%, 9/17/2007                                12,566           12,671
Conoco Inc.
  6.35%, 4/15/2009                                40,000           44,558
Norsk Hydro A/S
  9.00%, 4/15/2012                                20,000           25,121
Phillips Petroleum Co.
  8.50%, 5/25/2005                                15,000           16,464
  9.375%, 2/15/2011                               20,000           25,351
Talisman Energy, Inc.
  7.125%, 6/1/2007                                10,000           10,813

TECHNOLOGY (0.4%)
Hewlett-Packard Co.
  7.15%, 6/15/2005                                50,000           53,799
International Business Machines Corp.
  5.875%, 11/29/2032                              15,000           14,964
  8.375%, 11/1/2019
                                                  25,000           32,473
TELECOMMUNICATIONS (0.1%)
Vodafone Group PLC 5.375%, 1/30/2015              35,000           35,053

TRANSPORTATION (0.8%)
CSX Corp. 7.45%, 5/1/2007 29,460 33,198
ERAC USA Finance Co.
(4) 7.35%, 6/15/2008                              21,805           24,563
Federal Express Corp.
  6.72%, 1/15/2022                                44,260           49,958
Norfolk Southern Corp.
  8.375%, 5/15/2005                               25,000           27,128
PSA Corp. Ltd.
(4) 7.125%, 8/1/2005                              50,000           54,014
Southwest Airlines Co.
  7.54%, 6/29/2015                                30,772           34,770

INDUSTRIAL OTHER (0.6%)
Fortune Brands Inc.
  4.875%, 12/1/2013                               35,000           34,942
Johnson Controls, Inc.
  7.125%, 7/15/2017                               36,300           41,688
Stanford University
  6.875%, 2/1/2024                                34,745           39,785
  7.65%, 6/15/2026                                29,000           34,860
                                                            -------------
                                                            $   2,662,692
                                                            -------------
UTILITIES (2.6%)
  ELECTRIC UTILITIES (1.8%)
Alabama Power Co.
  2.80%, 12/1/2006                                23,090           22,971
Carolina Power & Light Co.
  5.95%, 3/1/2009                                 20,000           21,758
Central Illinois Public Service
  6.125%, 12/15/2028                              54,000           53,269
Consolidated Edison Co. of New York, Inc.
  6.45%, 12/1/2007                                20,000           22,019
Exelon Generation Co. LLC
  6.95%, 6/15/2011                                45,000           50,374

                                       23


- -------------------------------------------------------------------------
                                                    FACE           MARKET
                                                  AMOUNT           VALUE*
WELLINGTON FUND                                    (000)            (000)
- -------------------------------------------------------------------------
Indiana Michigan Power Co.
  6.875%, 7/1/2004                             $  30,000    $      30,782
Kansas City Power & Light
  7.125%, 12/15/2005                              40,000           43,610
National Rural Utilities Cooperative
  Finance Corp.
  5.75%, 12/1/2008                                50,000           53,910
PacifiCorp
  6.625%, 6/1/2007                                20,500           22,289
Public Service Electric & Gas
  4.00%, 11/1/2008                                40,500           40,720
Southern Investments UK PLC
  6.80%, 12/1/2006                                35,000           36,833
Virginia Electric & Power Co.
  5.75%, 3/31/2006                                25,000           26,668
  7.625%, 7/1/2007                                16,200           18,476
Wisconsin Electric
  4.50%, 5/15/2013                                21,565           20,909
Wisconsin Power & Light Co.
  7.625%, 3/1/2010                                20,000           23,280

Natural Gas (0.4%)
British Transco Finance
  6.625%, 6/1/2018                                50,000           53,971
PanEnergy Corp.
  7.00%, 10/15/2006                               25,000           27,087
Wisconsin Gas Co.
  6.60%, 9/15/2013                                13,100           14,380

UTILITY OTHER (0.4%)
Atlantic City Electric Co.
(1) 7.00%, 9/1/2023                               18,000           18,147
Washington Gas Light Co.
  6.15%, 1/26/2026                                43,500           45,213
Wisconsin Public Service
  6.08%, 12/1/2028                                45,000           45,861
                                                            -------------
                                                            $     692,527
                                                            -------------
- -------------------------------------------------------------------------
TOTAL CORPORATE BONDS (Cost $5,648,202)                     $   6,047,559
- -------------------------------------------------------------------------
SOVEREIGN BONDS (U.S. Dollar-Denominated) (1.1%)
- -------------------------------------------------------------------------
Bayerische Landesbank - NY
  6.375%, 10/15/2005                              25,000           26,838
British Columbia
  4.30%, 5/30/2013                                40,000           39,158
Deutsche Ausgleichbank
  7.00%, 6/23/2005                                50,000           53,832
KFW International Finance
  7.00%, 3/1/2013                                 10,000           11,549
Kredit Fuer Wiederaufbau
  3.375%, 1/23/2008                               30,000           30,135
Province of Ontario
  4.375%, 2/15/2013                               40,000           39,400
Quebec Hydro Electric
  6.30%, 5/11/2011                                40,000           44,711
Westdeutsche Landesbank - NY
  6.75%, 6/15/2005                                50,000           53,430
- -------------------------------------------------------------------------
TOTAL SOVEREIGN BONDS (Cost $292,604)                       $     299,053
- -------------------------------------------------------------------------
COMMERCIAL MORTGAGE-BACKED SECURITIES (0.4%)
- -------------------------------------------------------------------------
Asset Securitization Corp.
(3)   7.49%, 4/14/2029                            20,000           22,334
Bank of America Mortgage
  Securities Mortgage Certificates
(3) 4.875%, 1/25/2033                             20,000           19,853
DLJ Mortgage Acceptance Corp.
(3)(4) 6.82%, 10/15/2030                          23,849           25,835
(3)(4) 7.60%, 5/15/2030                           31,660           34,678
Nomura Asset Securities Corp.
(3) 6.69%, 3/15/2030                              13,000           14,651
- -------------------------------------------------------------------------
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
  (Cost $110,946)                                           $     117,351
- -------------------------------------------------------------------------
TAXABLE MUNICIPAL BONDS (0.3%)
- -------------------------------------------------------------------------
Chelan County Washington
Public Utility District
(1) 7.07%, 6/1/2007                               10,000           11,265
(1) 7.10%, 6/1/2008                               12,000           13,686
Oakland CA Pension Obligation
(1) 6.98%, 12/15/2009                              7,801            8,944
Southern California Public Power Auth.
(2) 6.93%, 5/15/2017                              30,000           34,632
- -------------------------------------------------------------------------
TOTAL TAXABLE MUNICIPAL BONDS (Cost $59,801)                $      68,527
- -------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (5.2%)
- -------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S.Government
  Obligations in a Pooled Cash Account
  1.05%, 12/1/2003                               746,697          746,697
  1.05%, 12/1/2003--Note G                       660,218          660,218
- -------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (Cost $1,406,915)                                         $   1,406,915
- -------------------------------------------------------------------------
TOTAL INVESTMENTS (102.0%) (Cost $23,119,141)               $  27,512,860
- -------------------------------------------------------------------------

                                       24


- -------------------------------------------------------------------------
                                                                   MARKET
                                                                   VALUE*
                                                                    (000)
- -------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-2.0%)
- -------------------------------------------------------------------------
Other Assets--Note C                                             592,301
Security Lending Collateral Payable to Brokers--Note G          (660,218)
Other Liabilities                                               (459,687)
                                                            -------------
                                                                (527,604)
                                                            -------------
- -------------------------------------------------------------------------
NET ASSETS (100%)                                           $  26,985,256
=========================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
** The issuer is a  publicly-traded  company that operates under a congressional
charter;   its  securities  are  neither  issued  nor  guaranteed  by  the  U.S.
government.
(1)  Scheduled principal and interest payments are guaranteed by MBIA (Municipal
     Bond Insurance Association).
(2)  Scheduled  principal and interest payments are guaranteed by FSA (Financial
     Security Assurance).
(3)  The  average  maturity  is  shorter  than the final  maturity  shown due to
     scheduled interim principal payments and prepayments.
(4)  Securities exempt from  registration  under Rule 144A of the Securities Act
     of  1933.  These  securities  may  be  sold  in  transactions  exempt  from
     registration,  normally to qualified  institutional buyers. At November 30,
     2003,  the  aggregate   value  of  these   securities   was   $659,295,000,
     representing 2.4% of net assets.
ADR--American Depositary Receipt.
MTN--Medium-Term Note.
REIT--Real Estate Investment Trust.


- -----------------------------------------------------------------------------
                                                                      AMOUNT
                                                                       (000)
- -----------------------------------------------------------------------------
AT NOVEMBER 30, 2003, NET ASSETS CONSISTED OF:
- -----------------------------------------------------------------------------
Paid-in Capital                                                  $22,602,535
Undistributed Net Investment Income                                  123,064
Accumulated Net Realized Losses                                     (134,062)
Unrealized Appreciation                                            4,393,719
- -----------------------------------------------------------------------------
NET ASSETS                                                       $26,985,256
=============================================================================
Investor Shares--Net Assets
Applicable to 834,508,171 outstanding $.001
 par value shares of beneficial interest
   (unlimited authorization)                                     $23,107,727
- -----------------------------------------------------------------------------
NET ASSET VALUE PER SHARE-- INVESTOR SHARES                           $27.69
=============================================================================
Admiral Shares--Net Assets
Applicable to 81,053,194 outstanding $.001
 par value shares of beneficial interest
   (unlimited authorization)                                      $3,877,529
- -----------------------------------------------------------------------------
NET ASSET VALUE PER SHARE-- ADMIRAL SHARES $47.84
=============================================================================
See Note E in Notes to Financial  Statements for the tax-basis components of
net assets.

                                       25


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.

- --------------------------------------------------------------------------------
                                                                 WELLINGTON FUND
                                                    YEAR ENDED NOVEMBER 30, 2003
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends                                                           $ 359,175
  Interest                                                              439,197
  Security Lending                                                        1,902
- --------------------------------------------------------------------------------
Total Income                                                            800,274
- --------------------------------------------------------------------------------
EXPENSES
 Investment Advisory Fees--Note B Basic Fee                               9,006
  Performance Adjustment                                                  2,651
 The Vanguard Group--Note C
  Management and Administrative
    Investor Shares                                                      60,282
    Admiral Shares                                                        5,574
 Marketing and Distribution
    Investor Shares                                                       2,484
    Admiral Shares                                                          348
 Custodian Fees                                                             185
 Auditing Fees                                                               14
 Shareholders' Reports and Proxies
    Investor Shares                                                         913
    Admiral Shares                                                           13
 Trustees' Fees and Expenses                                                 31
- --------------------------------------------------------------------------------
    Total Expenses                                                       81,501
    Expenses Paid Indirectly--Note D                                     (4,176)
- --------------------------------------------------------------------------------
  Net Expenses                                                           77,325
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                   722,949
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS) ON INVESTMENT SECURITIES SOLD                  (99,852)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF
  INVESTMENT SECURITIES                                               2,382,197
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS     $ 3,005,294
================================================================================

                                       26



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.

- --------------------------------------------------------------------------------
                                                           WELLINGTON FUND
                                                --------------------------------
                                                      YEAR ENDED NOVEMBER 30,
                                                --------------------------------
                                                           2003            2002
                                                          (000)           (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net Investment Income                               $ 722,949       $ 760,194
  Realized Net Gain (Loss)                              (99,852)        (32,965)
  Change in Unrealized Appreciation
    (Depreciation)                                    2,382,197      (1,822,934)
- --------------------------------------------------------------------------------
    Net Increase (Decrease) in Net Assets
    Resulting from Operations                         3,005,294      (1,095,705)
- --------------------------------------------------------------------------------
DISTRIBUTIONS
  Net Investment Income
    Investor Shares                                    (616,943)       (688,391)
    Admiral Shares                                      (98,947)        (92,614)
Realized Capital Gain*
    Investor Shares                                          --        (857,749)
    Admiral Shares                                           --         (98,110)
- --------------------------------------------------------------------------------
  Total Distributions                                  (715,890)     (1,736,864)
- --------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS--NOTE H
  Investor Shares                                     1,129,921         638,277
  Admiral Shares                                        636,806         973,488
- --------------------------------------------------------------------------------
    Net Increase (Decrease) from Capital
    Share Transactions                                1,766,727       1,611,765
- --------------------------------------------------------------------------------
    Total Increase (Decrease)                         4,056,131      (1,220,804)
- --------------------------------------------------------------------------------
NET ASSETS
  Beginning of Period                                22,929,125      24,149,929
- --------------------------------------------------------------------------------
  End of Period                                     $26,985,256     $22,929,125
================================================================================
* Includes fiscal 2003 and 2002 short-term  gain  distributions  totaling $0 and
$138,987,000,   respectively.  Short-term  gain  distributions  are  treated  as
ordinary income dividends for tax purposes.

                                       27



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.




WELLINGTON FUND INVESTOR SHARES
- ---------------------------------------------------------------------------------------------------
                                                                 YEAR ENDED NOVEMBER 30,
                                                   ------------------------------------------------
                                                                             
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD     2003       2002       2001       2000       1999
- ---------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD             $25.27     $28.41     $28.83     $29.62    $32.29
- ---------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                             .77       .837        .97       1.07      1.13
  Net Realized and Unrealized Gain (Loss)
    on Investments                                 2.42     (1.986)      1.10        .79      (.14)
- ---------------------------------------------------------------------------------------------------
    Total from Investment Operations               3.19     (1.149)      2.07       1.86       .99
- ---------------------------------------------------------------------------------------------------
Distribution
  Dividends from Net Investment Income             (.77)     (.870)     (1.01)     (1.15)    (1.22)
  Distributions from Realized Capital Gains          --     (1.121)     (1.48)     (1.50)    (2.44)
- ---------------------------------------------------------------------------------------------------
    Total Distributions                            (.77)    (1.991)     (2.49)     (2.65)    (3.66)
- ---------------------------------------------------------------------------------------------------

NET ASSET VALUE, END OF PERIOD                   $27.69     $25.27     $28.41     $28.83    $29.62
===================================================================================================

Total Return                                     12.94%     -4.27%      7.62%      6.93%     3.58%
===================================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (Millions)          $23,108    $20,007    $21,864    $22,524   $25,846
  Ratio of Total Expenses to Average Net Assets*  0.36%      0.36%      0.36%      0.31%     0.30%
  Ratio of Net Investment Income to
    Average Net Assets                            3.00%      3.18%      3.42%      3.77%     3.74%
  Portfolio Turnover Rate                           28%        25%        33%        33%       22%
===================================================================================================
* Includes  performance-based  investment advisory fee increases  (decreases) of
0.01%, 0.01%, 0.01%, (0.01%), and (0.01%).


                                       28




WELLINGTON FUND ADMIRAL SHARES
- --------------------------------------------------------------------------------
                                                      YEAR ENDED
                                                     NOVEMBER 30,     MAY 14* TO
                                               ----------------------   NOV. 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD     2003       2002          2001
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD             $43.66     $49.08       $50.00
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                           1.383      1.494         .940
  Net Realized and Unrealized Gain (Loss)
    on Investments                                4.183     (3.425)      (1.045)
- --------------------------------------------------------------------------------
    Total from Investment Operations              5.566     (1.931)       (.105)
- --------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income           (1.386)    (1.552)       (.815)
  Distributions from Realized Capital Gains          --     (1.937)          --
- --------------------------------------------------------------------------------
    Total Distributions                          (1.386)    (3.489)       (.815)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $47.84     $43.66       $49.08
================================================================================

TOTAL RETURN                                     13.09%     -4.15%       -0.12%
================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (Millions)           $3.878     $2,922       $2,286
  Ratio of Total Expenses to
    Average Net Assets+                           0.23%      0.26%      0.28%**
  Ratio of Net Investment Income to
    Average Net Assets                            3.12%      3.30%      3.44%**
  Portfolio Turnover Rate                           28%        25%          33%
================================================================================
*Inception.
**Annualized.
+Includes  performance-based  investment  advisory fee increases  (decreases) of
0.01%, 0.01%, and 0.01%.



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

                                       29



NOTES TO FINANCIAL STATEMENTS

Vanguard  Wellington 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.  Certain  of  the  portfolio's  investments  are in
corporate debt instruments; the issuers' abilities to meet their obligations may
be affected by economic  developments  in their  respective  industries.  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. Bonds, and 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.  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.

     2.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a pooled cash account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.

     3.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.

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

     5. OTHER:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the  specific  securities  sold.  Premiums  and  discounts  on debt
securities  purchased  are amortized  and  accreted,  respectively,  to interest
income over the lives of the respective securities.

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.

                                       30


B. Wellington  Management Company, llp, provides investment advisory services to
the fund for a fee  calculated  at an  annual  percentage  rate of  average  net
assets.  The basic fee is subject to quarterly  adjustments  based on the fund's
performance  for  the  preceding  three  years  relative  to  a  combined  index
comprising  the S&P 500 Index and the Lehman  Brothers  Credit A or Better  Bond
Index.  For the year ended  November  30,  2003,  the  investment  advisory  fee
represented  an effective  annual basic rate of 0.04% of the fund's  average net
assets before an increase of $2,651,000 (0.01%) 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 November 30, 2003, the fund had contributed  capital of $4,301,000
to Vanguard  (included in Other  Assets),  representing  0.02% of the fund's net
assets and 4.30% of Vanguard's capitalization.  The fund's trustees and officers
are also directors and officers of Vanguard.

D. The fund has asked its investment  advisor 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.  The fund's
custodian  bank has also agreed to reduce its fees when the fund  maintains cash
on  deposit  in the  non-interest-bearing  custody  account.  For the year ended
November 30, 2003,  directed  brokerage and  custodian  fee offset  arrangements
reduced  expenses by  $4,120,000  and $56,000,  respectively.  The total expense
reduction  represented  an effective  annual rate of 0.02% of the fund's 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 November 30, 2003, the fund had  $155,570,000  of ordinary
income  available for  distribution.  The fund had available  realized losses of
$132,817,000 to offset future net capital gains of $32,965,000  through November
30, 2010, and $99,852,000 through November 30, 2011.

At November 30, 2003, net unrealized  appreciation of investment  securities for
tax  purposes   was   $4,393,719,000,   consisting   of   unrealized   gains  of
$4,959,240,000  on securities  that had risen in value since their  purchase and
$565,521,000  in unrealized  losses on securities that had fallen in value since
their purchase.

F. During the year ended November 30, 2003, the fund purchased $6,984,308,000 of
investment  securities and sold $5,925,545,000 of investment  securities,  other
than U.S.  government  securities and temporary cash investments.  Purchases and
sales  of U.S.  government  securities  were  $1,356,320,000  and  $447,694,000,
respectively.

G. The market  value of  securities  on loan to  broker/dealers  at November 30,
2003,  was  $985,898,000,  for  which  the  fund  held  as  collateral  cash  of
$660,218,000  and U.S.  government and agency  securities with a market value of
$351,503,000.   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.  Security loans are required to be secured at
all times by collateral at least equal to the market value of securities loaned;
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.

                                       31



NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

- --------------------------------------------------------------------------------
                                                   YEAR ENDED NOVEMBER 30,
                                        ----------------------------------------
                                              2003                     2002
                                      -----------------------------------------
                                       AMOUNT     SHARES       AMOUNT     SHARES
                                        (000)      (000)        (000)    (000)
- --------------------------------------------------------------------------------
INVESTOR SHARES
  Issued                          $ 3,292,641    127,791  $ 3,461,399   130,767
  Issued in Lieu of Cash
    Distributions                     583,124     23,002    1,474,734    55,452
  Redeemed                         (2,745,844)  (108,093)  (4,297,856) (164,084)

    Net Increase (Decrease)--     ----------------------------------------------
    Investor Shares                 1,129,921     42,700      638,277    22,135
                                  ----------------------------------------------
ADMIRAL SHARES
  Issued                              962,241     21,589    1,207,851    25,812
  Issued in Lieu of Cash
    Distributions                      88,510      2,019      173,723     3,792
  Redeemed                           (413,945)    (9,482)    (408,086)   (9,254)

    Net Increase (Decrease)--     ----------------------------------------------
    Admiral Shares                    636,806     14,126      973,488    20,350
- --------------------------------------------------------------------------------

                                       32



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Trustees of Vanguard Wellington 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  Wellington  Fund (the "Fund") at November 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  five  years  in the  period  then  ended,  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 November 30, 2003 by correspondence with the custodian, provide
a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

January 6, 2004



- --------------------------------------------------------------------------------
SPECIAL 2003 TAX INFORMATION
  (UNAUDITED) FOR VANGUARD WELLINGTON FUND

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

For corporate  shareholders,  42.4% 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.
- --------------------------------------------------------------------------------

                                       33


INVESTING IS FAST, EASY, AND SECURE ON VANGUARD.COM

If you're like many  Vanguard  investors,  you  believe in  planning  and taking
control of your own  investments.  Vanguard.com  was built for you--and it keeps
getting better. research and plan your investments with confidence

Use our PLANNING & ADVICE and RESEARCH FUNDS & STOCKS sections to:

*    Determine what asset  allocation  might best suit your needs--by taking our
     Investor Questionnaire.
*    Find out how  much to save  for  retirement  and  your  children's  college
     education-- by using our planning tools.
*    Learn how to achieve your  goals--by  reading our  PlainTalk(R)  investment
     guides.
*    Find your next fund--by using the Compare Funds,  Compare Costs, and Narrow
     Your Fund Choices tools.
*    Look up fund price, performance history, and distribution information--in a
     snap.

INVEST AND MANAGE ACCOUNTS WITH EASE

Log on to VANGUARD.COM to:

*    See what you own (at Vanguard and elsewhere) and how your  investments  are
     doing.
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     funds--securely and easily.
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Find out what Vanguard.com can do for you. Log on today!

                                       34



CAPITALIZE ON YOUR IRA

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

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

CONTRIBUTE THE MAXIMUM AMOUNT EACH YEAR

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

MAKE IT AUTOMATIC

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

CONSIDER COST

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

REQUEST A DIRECT ROLLOVER WHEN YOU CHANGE JOBS

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

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

                                       35



THE PEOPLE WHO GOVERN YOUR FUND

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

A majority of Vanguard's board members are  independent,  meaning that they have
no affiliation  with Vanguard or the funds they oversee,  apart from the 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]
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Valley Forge, PA 19482-2600


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and the ship logo are trademarks of The Vanguard Group, Inc.

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ABOUT OUR COVER

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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.
Prospectuses may also be viewed online.

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

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(C) 2004 THE VANGUARD GROUP, INC.
ALL RIGHTS RESERVED.
VANGUARD MARKETING
CORPORATION, DISTRIBUTOR.

Q210 012004





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 WELLINGTON FUND

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

Date: January 22, 2004

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 WELLINGTON FUND

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

Date: January 22, 2004

      VANGUARD WELLINGTON FUND

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

Date: January 22, 2004

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