EX-99.77B ACCT LTTR

Report of Independent Accountants

To the Shareholders and Trustees of
Vanguard Windsor II Fund and Windsor Fund

In planning and performing our audits of the financial
statements of Vanguard Windsor II Fund and Windsor
Fund (comprising the Vanguard Windsor Funds, the
"Funds") for the year ended October 31, 2003, we
considered its 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, 2003.

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 8, 2003

EX-99.77D POLICIES

                                     [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