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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

1.  Name and Address of Issuer:

         VANGUARD/WINDSOR FUNDS, INC.
         THE VANGUARD GROUP, INC.
         c/o Vanguard Financial Center
         P. O. Box 2600
         Valley Forge, Pennsylvania  19482-2600
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2.  Name of each series or class of funds for which this notice is filed:

         VANGUARD/WINDSOR FUNDS, INC.
         Vanguard/Windsor Fund
         Vanguard/Windsor II
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3.  Investment Company Act of 1940 File No.:  811-834

     Securities Act of 1933 File No.:  2-14336
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4.  Last day of fiscal year for which this notice is filed:

         10/31/96
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5.  Check box if this notice is being filed more than 180 days after the close
    of the issuer's fiscal year for purposes of reporting securities sold after
    the close of the fiscal year but before termination of the issuer's 24f-2
    declaration.

N/A [ ]
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6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    applicable (see Instruction A.6):

         N/A
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7.  Number and amount of securities of the same class of series which had been
    registered under the Securities Act of 1933 other than pursuant to rule
    24f-2 in a prior fiscal year, but which remained unsold at the beginning of
    the fiscal year:

         NONE
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8.  Number and amount of securities registered during the fiscal year other than
    pursuant to rule 24f-2:

         NONE
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9.  Number and aggregate sale price of securities sold during the fiscal year:

         415,867,590.      Shares

         $7,574,443,997.   Aggregate Sales Price
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10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

         415,867,590.      Shares

         $7,574,443,997.   Aggregate Sales Price
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11.  Number and aggregate sale price of securities issued during the fiscal year
     in connection with dividend reinvestment plans, if applicable (see
     instruction B.7):

         N/A
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12.  Calculation of registration fee:

                                                                                          
(i)     Aggregate sale price of securities sold during the fiscal year in                    
          reliance on rule 24f-2 (from Item 10):                                               $ 7,574,443,997.
                                                                                               ------------------
(ii)    Aggregate price of shares issued in connection with dividend
          reinvestment plans (from Item 11, if applicable):                                  +             N/A
                                                                                               ------------------
(iii)   Aggregate price of shares redeemed or repurchased during the
          fiscal year (if applicable):                                                       -   3,931,904,240.
                                                                                               ------------------
(iv)    Aggregate price of shares redeemed or repurchased and previously
          applied as a reduction to filing fees pursuant to rule 24e-2 (if                   
          applicable):                                                                       +             N/A
                                                                                               ------------------
(v)     Net aggregate price of securities sold and issued during the fiscal
          year in reliance on rule 24f-2 (line (i), plus line (ii), less line (iii),
          plus line (iv) (if applicable):                                                        3,642,539,757.
                                                                                               ------------------
(vi)    Multiplier prescribed by Section 6(b) of the Securities Act of 1933
          or other applicable law or regulation (see Instruction C.6):                       x         1/33 of 1%
                                                                                               -----------------
(vii)   Fee due [line (i) or line (v) multiplied by line (vi)]                                 $    1,103,799.93
                                                                                               ==================

         

Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
     the form is being filed within 60 days after the close of the issuer's
     fiscal year. See Instruction C.3.

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13. Check box if fees are being remitted to the Commission's lockbox depository
    as described in section 3a of the Commission's Rules of Informal and Other
    Procedures (17 CFR 202.3a). [ ]

    Date of mailing or wire transfer of filing fees to the Commission's
         lockbox depository:
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                                   SIGNATURES

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



By (Signature and Title)*/s/
                         ------------------------------------------------------
                         Raymond J. Klapinsky, Senior Vice President and 
                            Secretary

Date:_________________
  *Please print the name and title of the signing officer below the signature.

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December 30, 1996                                    EXHIBIT "B"



VANGUARD/WINDSOR FUNDS, INC.
1300 Morris Drive
P. O. Box 876
Valley Forge, PA  19482

Gentlemen:

I am acting as counsel to VANGUARD/WINDSOR FUNDS, INC. (the "Fund"), in
connection with its registration as an open-end management investment company
under the Investment Company Act of 1940 ("1940 Act"), as amended. It is in my
capacity as counsel to the Fund that I am furnishing you this opinion.

I have examined the Fund's: (1) Articles of Incorporation, and amendments
thereto; (2) Minutes of the meetings of Shareholders and Directors; (3)
Notification of Registration on Form N-8A under the 1940 Act; (4) Registration
on Form N-1A under the Securities Act of 1933 ("1933 Act") and 1940 Act, and all
amendments thereto; and (5) all other relevant documents and records, as well as
the procedures and requirements relative to the issuance and sale of the Fund's
shares.

The Fund is authorized to issue 2,200,000,000 shares of its common stock with a
par value of $.001 per share from two classes ("Portfolios") of shares, which
are designated the Vanguard/Windsor Fund Portfolio (1,300,000,000 authorized
shares) and the Vanguard/Windsor II Portfolio (900,000,000 authorized shares).
On October 31, 1996, the Fund had issued and outstanding approximately
932,473,612 shares of the Vanguard/Windsor Fund Portfolio and approximately
613,764,999 shares of the Vanguard/Windsor II Portfolio.

My examination also disclosed the following information:

1. On November 1, 1995, the Fund did not have any securities registered under
the 1933 Act other than pursuant to Rule 24f-2 of the 1940 Act.

2. During the fiscal year ended October 31, 1996, the Fund did not register any
securities under the 1933 Act other than pursuant to Rule 24f-2.

3. During the fiscal year ended October 31, 1996, the Fund sold a combined total
of approximately 415,867,590 shares of its Vanguard/Windsor Fund and
Vanguard/Windsor II Portfolios having an aggregate sales price of
$7,574,443,997. in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
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4. During the fiscal year ended October 31, 1996, the Fund redeemed a combined
total of 217,855,886 shares, having a total aggregate redemption price of
$3,931,904,240.

You have instructed me to file, on behalf of the Fund, a Notice pursuant to Rule
24f-2 of the 1940 Act, for the purpose of registering, under the 1933 Act, the
shares set forth above which were sold by the Fund during the fiscal year.

Based upon the foregoing information and my examination, it is my opinion that:

1. The Fund is a valid and subsisting corporation of the State of Maryland,
authorized to issue 2,200,000,000 shares of its common stock, with a $.001 par
value per share (1,300,000,000 shares from its Vanguard/Windsor Fund Portfolio,
and 900,000,000 shares from its Vanguard/Windsor II Portfolio).

2. The proposed registration of the combined total of 415,867,590 shares of the
Fund's common stock sold by the Fund during the fiscal year ended October 31,
1996, pursuant to Rule 24f-2 of the 1940 Act is proper, and that such shares,
which were issued for a consideration deemed by the Board of Directors to be
consistent with the Fund's Articles of Incorporation, were lawfully issued,
fully paid, and non-assessable;

3. The holders of such shares have all the rights provided with respect to such
holdings by the Articles of Incorporation and the laws of the State of Maryland.

I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice to be filed on behalf of the Fund, covering the registration of such
shares under the 1933 Act, and to the applications and registration statements,
and amendments thereto, filed in accordance with the securities laws of the
states in which shares of the Fund are offered. I further consent to reference
in the Prospectus of the Fund to the fact that this opinion concerning the
legality of the issue has been rendered by me.

Very truly yours,


By:      Raymond J. Klapinsky
         Counsel