SecProbe.io

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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>comment.txt
<DESCRIPTION>RESPONSE TO COMMENT LETTER
<TEXT>
                                  [SHIP]
                           [THE VANGUARD GROUP LOGO]

                                                              November 16, 2004

Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission                    VIA ELECTRONIC FILING
450 Fifth Street,
N.W., Fifth Floor
Washington, D.C. 20549

                       RE:  VANGUARD FENWAY FUNDS

Dear Mr. Sandoe:

     The  following  responds  to  your  comments  of  November  4,  2004 on the
post-effective amendment of the registration statement of Vanguard Fenway Funds.
You  commented on PEA number 35 that was filed on September 24, 2004 pursuant to
Rule 485(a).  Please note that each prospectus page reference is to the Vanguard
PRIMECAP Core Fund prospectus.

COMMENT 1:  VANGUARD PRIMECAP CORE FUND (PROSPECTUS)

Comment:  You  asked  what we mean by the use of term  "Core" in the name of the
          Fund.

Response: The term  "Core"  as used in the  name of the Fund has no  particular
          meaning  with  respect to the  Fund's  investment  style,  sector or
          market capitalization.  It is used in the Fund's name to  distinguish
          it from the Vanguard PRIMECAP Fund.

COMMENT 2:  VANGUARD PRIMECAP CORE FUND (PROSPECTUS P. 1)

Comment:  The Fund has a primary  investment  strategy  to invest  "in stocks of
          companies whose future earnings potential is not reflected in their
          current market prices." This seems to focus solely on value companies,
          whereas the More on the Fund  section  discusses  investments  in both
          value and growth companies.  Modify Item 2 disclosure in the Primary
          Investment  Strategies section to be more in line with Item 4
          disclosure.

Response: The  statement in the Primary  Investment  Strategies  section  quoted
          above does not suggest that the Fund will focus solely on value
          companies. This  statement only indicates that the manager pays
          attention to valuation in making investment  decisions.  While "value"
          companies are usually defined by low  Price/Earnings  ratios or Price/
          Book ratios compared to the market, the Fund's  investment  strategy
          permits the manager to invest in companies regardless  of their style.
          The  statement  above is  consistent  with the manager  purchasing  a
          company  with an above  market

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Christian Sandoe
November 16, 2004
Page 2

          P/E ratio  under the assumption  that earnings will grow rapidly into
          the P/E ratio or that the P/E ratio might even go higher. Accordingly,
          we propose not to amend the Item 2 disclosure in the Primary
          Investment Strategies section.

COMMENT 3:  VANGUARD PRIMECAP CORE FUND (PROSPECTUS PP. 1 AND 3)

Comment: In the Primary Investment  Strategies section, the Fund's portfolio can
         consist of stocks  "across  the  capitalization  spectrum."  Add small-
         and mid-cap  stock risk to the  Primary  Risk  section and the More on
         the Fund section of the Fund's prospectus.

Response: Since the Fund's primary investment strategy specifically provides
          that the Fund does not focus on any particular market capitalization,
          market-cap risk is not a primary risk of the Fund. Therefore,  we have
          not added market-cap risk disclosure to the Fund's primary risks. The
          Fund may invest in securities of any capitalization and may or may not
          hold any small- or mid-cap stocks. We understand that you believe that
          market-cap risk is an important disclosure item. And for a broadly
          diversified stock fund with a strategy  focused on small- and/or
          mid-cap  stocks, it is a risk factor worth noting.  However, for a
          fund like PRIMECAP Core Fund, where there is no focus on a particular
          market capitalization, market-cap risk is not relevant. In fact, given
          that the Fund may invest across the capitalization  spectrum,  stock
          market risk is the more relevant risk factor and is discussed in
          detail in the prospectus.

COMMENT 4:  VANGUARD PRIMECAP CORE FUND (PROSPECTUS P. 3)

Comment: The More on the Fund section  provides that the Fund's board may change
         investment strategies or policies in the interest of shareholders
         without a shareholder  vote,  unless those  strategies or policies are
         designated as fundamental.  Is the Fund's investment objective a
         fundamental policy? Item 4(a) requires a fund to designate whether the
         investment objectives may be changed without shareholder approval.

Response: The  PRIMECAP  Core  Fund  does  not  have a  fundamental  investment
          objective.  We  propose  to add the  following  sentence  at the end
          of the second  paragraph  in the More on the Fund  section:  "Note
          that the Fund's investment  objective  is not  fundamental  and may
          be changed without a shareholder vote."

COMMENT 5:  VANGUARD PRIMECAP CORE FUND (PROSPECTUS P. 4)

Comment: In the Cash  Management  section,  Vanguard CMT Funds are  described as
         funds "established under an SEC exemption." The funds were not
         established by the exemption, rather the use of the funds by other
         affiliated funds was permitted by an SEC exemption. Clarify this
         language.

Response: We propose to revise the first sentence of the Cash Management section
          as follows:  "Vanguard  may invest the Fund's  daily cash balance in
          one or more Vanguard CMT Funds,  which are very low-cost  money market
          funds. The Fund

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Christian Sandoe
November 16, 2004
Page 3

          is  permitted  to invest  in the CMT  Funds  under the terms of an
          exemptive order granted by the Securities and Exchange Commission."

COMMENT 6:  SAI (P. B-17)

Comment: In the Borrowing section under Investment  Limitations,  add a specific
         policy for the Fund.

Response: We propose to revise the first  sentence of the  Borrowing  section as
          follows:  "Vanguard  Equity Income and PRIMECAP Core Funds may borrow
          money for temporary or emergency  purposes only in an amount not to
          exceed 15% of the Fund's net assets."

COMMENT 7:  SAI (P. B-20)

Comment: The Investing With Vanguard  Through Other Firms section states in the
         last sentence that "A customer  order that is  properly  transmitted to
         a Fund by an Authorized Agent will be priced at the Fund's net asset
         value next determined after the order is received by the agent." Revise
         the language to reflect that a customer should receive the NAV whether
         or not the order was properly transmitted to the Fund by the agent.

Response: We propose to delete the last sentence of the Investing  With Vanguard
          Through Other Firms section and replace it with the following: "In
          most instances, a customer order that is properly  transmitted to an
          Authorized Agent will be priced at the Fund's net asset value next
          determined after the order is received by the Authorized Agent. If you
          invest with Vanguard through another firm, you should review that
          firm's policies relating to trading in the Vanguard funds."

COMMENT 8:  SAI (P. B-27)

Comment: Add disclosure to the SAI that relates the factors  considered by each
         fund's board of trustees in reviewing investment advisory agreements to
         the particulars of each fund, pursuant to Item 12(b)(10) of Form N-1A.

Response:  We will respond to this comment in a separate letter.

COMMENT 9:  TANDY REQUIREMENTS

Comment:  The SEC is now  requiring  all  registrants  to  provide at the end of
          response letters to registration statement comments, the following
          statements:

     -    The  Fund  is  responsible  for  the  adequacy  and  accuracy  of  the
          disclosure in the filing.

     -    Staff comments or changes in response to staff comments in the filings
          reviewed by the staff do not foreclose the Commission  from taking any
          action with respect to the filing.

     -    The Fund may not assert staff  comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.
<PAGE>

Christian Sandoe
November 16, 2004
Page 4

Response:  As required by the SEC, we will provide the foregoing
           acknowledgements.

                              * * * * *

         As required by the SEC, the Fund acknowledges that:

     -    The  Fund  is  responsible  for  the  adequacy  and  accuracy  of  the
          disclosure in the filing.

     -    Staff comments or changes in response to staff comments in the filings
          reviewed by the staff do not foreclose the Commission  from taking any
          action with respect to the filing.

     -    The Fund may not assert staff  comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

     Please call me at (610)503-5804 if you have any questions or further
comments.

                                                Sincerely,

                                       /s/ Frances T. Han

                                           Frances T. Han
                                        Associate Counsel

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