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. 98 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our reports  dated  December 3, 2001,  relating to the financial
statements  and  financial  highlights  appearing in the October 31, 2001 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 6, 2002