CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 95 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our reports dated  November 29, 2000,  relating to the financial
statements and financial  highlights  appearing in the September 30, 2000 Annual
Reports to Shareholders of Vanguard  Windsor Fund and Vanguard  Windsor II Fund,
which are also  incorporated by reference into the  Registration  Statement.  We
also consent to the references to us under the heading "Financial Highlights" in
the  Prospectuses  and under the headings  "Financial  Statements"  and "Service
Providers--Independent Accountants" in the Statement of Additional Information.



PricewaterhouseCoopers LLP
Philadelphia, PA

February 8, 2001