EX-99

Report of Independent Accountants

To the Shareholders and Trustees of
Vanguard Windsor Funds

In planning and performing our audit of the financial
statements of Vanguard Windsor Funds  (the "Funds") for
the year ended October 31, 2002, we considered their
internal control, including control activities for
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on
the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on
internal control.

The management of the Funds is responsible for
establishing and maintaining internal control.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected benefits
and related costs of controls.  Generally, controls that are
relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that
are fairly presented in conformity with accounting
principles generally accepted in the United States of
America.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors
or fraud may occur and not be detected.  Also, projection
of any evaluation of internal control to future periods is
subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness
of their design and operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or
operation of one or more of the internal control
components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts
that would be material in relation to the financial
statements being audited may occur and not be detected
within a timely period by employees in the normal course
of performing their assigned functions.  However, we
noted no matters involving internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined
above as of October 31, 2002.

This report is intended solely for the information and use
of the Trustees, management and the Securities and
Exchange Commission and is not intended to be and
should not be used by anyone other than these specified
parties.


PricewaterhouseCoopers LLP
December 4, 2002
1

2

EX-99

Registrant Name:  Vanguard Windsor Funds
CIK:   0000107606
File Number:  811-834
Series 1

The Vanguard Windsor Fund (Series 1) issued a new class
of shares called Admiral Class.  The Admiral Class shares
were first issued on November 12, 2001.

EX-99

                           EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: Vanguard Windsor Funds
File Number: 811-834
Registrant CIK Number: 0000107606

Sub-Item 77Q3

(a)(i)  The  Principal  Executive  and  Financial  Officers  concluded  that the
Registrant's  Disclosure  Controls and Procedures  are effective  based on their
evaluation of the Disclosure Controls and Procedures as of a date within 90 days
of the filing date of this report.

(a)(ii) There were no significant  changes in Registrant's  internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.

(a)(iii) Certifications:


                                 CERTIFICATIONS

I, JOHN J. BRENNAN, certify that:

1. I have reviewed this report on Form N-SAR of Vanguard Windsor Fund(s);

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and
the financial  statements on which the financial  information  is based,  fairly
present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial  statements are required
to include a statement  of cash  flows) of the  registrant  as of, and for,  the
periods presented in this report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c) presented  in  this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant  deficiencies and material weaknesses.

Date: December 23, 2002

                                            /S/ JOHN J. BRENNAN
                                            -------------------
                                            CHIEF EXECUTIVE OFFICER

                                 Exhibit 77Q3-2


                                 CERTIFICATIONS

I, THOMAS J. HIGGINS, certify that:

1. I have reviewed this report on Form N-SAR of Vanguard Windsor Fund(s);

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and
the financial  statements on which the financial  information  is based,  fairly
present in all material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial  statements are required
to include a statement  of cash  flows) of the  registrant  as of, and for,  the
periods presented in this report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
rule 30a-2(c) under the Investment Company Act) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

c) presented  in  this report our  conclusions  about the  effectiveness  of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls;

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: December 23, 2002
                                            /S/ THOMAS J. HIGGINS
                                            ---------------------
                                            TREASURER

                                 Exhibit 77Q3-3


Registrant Name: Vanguard Windsor Funds
File Number: 811-834
Registrant CIK Number: 0000107606

Items 72, 73 and 74

     Because  the  electronic  format  for filing  Form  N-SAR does not  provide
adequate space for responding to Items 72 through 74 completely,  the Registrant
has set forth in their entirety the complete responses to the indicated Items or
Sub-Items  below,  in  accordance  with  verbal  instructions  provided  to  the
Registrant by the staff of the  Commission on September 20, 2002,  and September
23, 2002.

                                 Exhibit 77Q3-4





                                                                                                                 
Item 73

Series 1

Distributions per share for which record date passed during the period:

B)      1. Distributions of capital gains                                                                           $0.312
        2. Distributions of capital gains from a second class of open-end company shares                            $1.054

Series 2

Distributions per share for which record date passed during the period:

B)      1. Distributions of capital gains                                                                           $0.150
        2. Distributions of capital gains from a second class of open-end company shares                            $0.265



                                 Exhibit 77Q3-5