UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 24F-2NT
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2



1.       Name and Address of Issuer:

         VANGUARD EXPLORER FUND
         Vanguard Financial Center
         PO Box 2600
         Valley Forge, Pennsylvania  19482-2600

2.       The name of each series or class of  securities  for which this Form is
         filed.  (If the Form is being  filed  for all  series  and  classes  of
         securities  of the  issuer,  check  the box but do not list  series  or
         classes):

         [X]

3.       Investment Company Act File Number:811-1530

         Securities Act File Number:        2-27203

4(a)     Last day of fiscal year for which this Form is filed:

         October 31, 1998

4(b)     [ ] Check  box if this Form is being  filed  late  (i.e.,  more than 90
         calendar days after the end of the issuer's fiscal year).
         (See Instruction A.2).

         N/A

         Note:  If the Form is  being filed late, interest must  be  paid 
         on the registration fee due.

4(c)     [ ] Check box if this is the last time the issuer  will be filing  this
         Form.

         N/A




5.       Calculation of registration fee:
                                                                                                     
(i)      Aggregate  sale price of  securities  sold  during   
         the fiscal year pursuant to section 24(f)........................................................$1,010,331,700.

(ii)     Aggregate price of securities  redeemed  
         or repurchased during the fiscal year..................................$842,472,677.

(iii)    Aggregate price of securities  redeemed or repurchased during any prior
         fiscal  year  ending no earlier  than  October  11,  1995 that were not
         previously used to reduce registration
         fees payable to the Commission.........................................-0-

(iv)     Total available redemption credits
         [add Items 5(ii) and 5(iii)]......................................................................$842,472,677.

(v)      Net sales - If Item 5(i) is greater than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]..............................................................$167,859,023.

(vi)     Redemption  credits available for use in future years - If Item 5(i) is
         less than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]...................................-0-

(vii)    Multiplier for determining registration fee 
         [See Instruction C.9].............................................................................x     0.000278

(viii)   Registration   fee  due  [multiply  Item  5(v)  by   
         Item 5(vii)](enter "0" if no fee is due)..........................................................$    46,664.81



     6. Prepaid Shares: 


     If the  response  to Item 5(i) was  determined  by  deducting  an amount of
securities  that were  registered  under the  Securities Act of 1933 pursuant to
rule 24e-2 as in effect  before  [effective  date of  rescission of rule 24e-2],
then report the amount of securities  (number of shares or other units) deducted
here:  __. If there is a number of shares or other  units  that were  registered
pursuant to rule 24e-2 remaining  unsold at the end of the fiscal year for which
this form is filed that are  available  for use by the  issuer in future  fiscal
years, then state that number here: ____.






7.       Interest due -- if this Form is being filed more than 90 days after the
         end of the issuer's fiscal year (See Instruction D):

                                                     N/A

8.       Total of the amount of the  registration  fee due plus any interest due
         [line 5(viii) plus line 7]:

                                                     =$46,664.81

9.       Date the  registration  fee and any  interest  payment  was sent to the
         Commission's lockbox depository:

         Method of Delivery:

         [X]  Wire Transfer
         [ ]  Mail or other means

                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer, in the capacities and on the dates indicated.

By (Signature and Title)*  /s/  RAYMOND J. KLAPINSKY
Raymond J. Klapinsky, Managing Director and Secretary

Date:  January 21, 1999