[SHIP]
                             THE VANGUARD GROUP(R) LOGO
                         VANGUARD(R) WINDSOR(TM) II FUND
               SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 21, 2003


In the "Security  Selection"  section of the prospectus,  the text regarding The
Vanguard Group is replaced with the following:

The Vanguard Group (Vanguard), which managed about 7% of the Fund's assets as of
October 31, 2002,  constructs a portfolio  of  large-cap  domestic  value stocks
based on its  assessment  of the relative  return  potential  of the  underlying
securities. The adviser selects securities that it believes offer a good balance
between reasonable  valuations and attractive growth prospects relative to their
peers.  Vanguard  implements  its  stock-selection  process  through  the use of
proprietary   software   programs  that  allow  comparisons  among  hundreds  of
securities at a time.

In the Plain Talk(R) titled "The Fund's  Advisers," the  information  concerning
Vanguard management is replaced with the following:

The active quantitative management process within Vanguard's Quantitative Equity
Group  is  a  team-based  approach.   The  managers  primarily  responsible  for
overseeing the Fund's investments are:

GEORGE  U.  SAUTER,  Managing  Director  of  Vanguard  and  head  of  Vanguard's
Quantitative Equity Group. He has worked in investment management since 1985 and
has  had  primary  responsibility  for  Vanguard's  stock  indexing  and  active
quantitative  investments  and  strategy  since  joining  the  company  in 1987.
Education: A.B., Dartmouth College; M.B.A., University of Chicago.

JOEL M. DICKSON,  Principal of Vanguard.  He has worked in investment management
for Vanguard  since 1996 and has managed the Fund since 2003.  Education:  A.B.,
Washington University in St. Louis; Ph.D., Stanford University.

In the "Investment  Advisers" section of the prospectus,  the following sentence
concerning Vanguard is added:

Vanguard's   performance  is  evaluated   against  the  Morgan  Stanley  Capital
International (MSCI) US Prime Market Value Index.








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Vanguard Marketing Corporation, Distributor.                        PS73  062003