[SHIP]
                            [THE VANGUARD GROUP LOGO]
                         VANGUARD(R) WINDSOR II(TM) FUND
              SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 25, 2005

IMPORTANT CHANGE TO VANGUARD WINDSOR II FUND
NEW MANAGER JOINS INVESTMENT ADVISORY TEAM
The board of  trustees  of  Vanguard  Windsor II Fund has added  Armstrong  Shaw
Associates  Inc.  (Armstrong  Shaw)  to the  Fund's  investment  advisory  team.
Effective immediately, Armstrong Shaw will manage a modest portion of the Fund's
assets;  over time it is  expected  that  Armstrong  Shaw  will  manage a larger
portion of the Fund.  Armstrong  Shaw and the Fund's other  investment  advisors
each  independently  select and  maintain a portfolio  of common  stocks for the
Fund.  Armstrong  Shaw's  portfolio was established  with assets from the Fund's
cash investments.  The Fund's board of trustees has designated the proportion of
Fund assets to be managed by each  advisor and may change these  proportions  at
any time.

INVESTMENT OBJECTIVE, PRIMARY INVESTMENT STRATEGIES, AND PRIMARY RISKS
The Fund's investment  objective,  primary  investment  strategies,  and primary
risks will not change.

PROSPECTUS TEXT CHANGES
Following  implementation  of  the  new  advisory  arrangement,  the  "Fees  and
Expenses" discussion of the prospectus is revised as follows:

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold Investor Shares or Admiral(TM)  Shares of the Fund. As is the case with all
mutual  funds,  transaction  costs  incurred  by the Fund for buying and selling
securities are not reflected in the table,  although such costs are reflected in
the investment  performance  figures  included in the  prospectus.  The expenses
shown under Annual Fund  Operating  Expenses are based on estimated  amounts for
the current  fiscal  year,  adjusted to account for a new  advisory fee schedule
effective January 1, 2006.

                                                              Investor  Admiral
                                                               Shares    Shares
                                                              -----------------
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charges (Load) Imposed on Purchases:                      None      None
Purchase Fee:                                                   None      None
Sales Charge (Load) Imposed on Reinvested Dividends:            None      None
Redemption Fee:                                                 None      None

ANNUAL FUND OPERATING EXPENSES
   (expenses deducted from the Fund's assets)
Management Expenses:                                            0.34%     0.22%
12b-1 Distribution Fee:                                         None      None
Other Expenses:                                                 0.02%     0.01%
   Total Annual Fund Operating Expenses:                        0.36%     0.23%

                                                                  (over, please)





     The  following  examples  are  intended  to help  you  compare  the cost of
investing  in the  Fund's  Investor  Shares or Admiral  Shares  with the cost of
investing in other mutual funds. They illustrate the hypothetical  expenses that
you would incur over various periods if you invest $10,000 in the Fund's shares.
These  examples  assume  that the Fund  provides  a return of 5% a year and that
operating  expenses  match our  estimates.  The results apply whether or not you
redeem your shares at the end of the given period.

- ---------------------------------------------------------------------
                         1 Year   3 Years    5 Years   10 Years
- ---------------------------------------------------------------------
Investor Shares             $37      $116      $202       $456
Admiral Shares               24        74       130        293
- ---------------------------------------------------------------------

In the Fund Profile section, under "Additional Information," the following is
added to "Investment Advisors":

o        Armstrong Shaw Associates Inc., New Canaan, Conn., since 2006

In the MORE ON THE FUND section under "Security  Selection",  the following text
is added:

Armstrong Shaw  Associates Inc.  constructs a portfolio of  large-capitalization
stocks using a combination of fundamental and  qualitative  criteria to identify
individual   companies  for  potential   investment.   The  firm's  disciplined,
absolute-value-based  approach  determines  the  intrinsic  value  of a  company
through an analysis of its cash flow or an appraisal  of its assets.  Candidates
for  purchase are stocks  selling at a  substantial  discount to this  intrinsic
value, which also have a sound business and capable management team.

In the INVESTMENT ADVISORS section, the following text is added:

o    Armstrong Shaw Associates Inc., 45 Grove Street,  New Canaan,  CT 06840, is
     an  investment  advisory  firm  founded in 1984.  As of October  31,  2005,
     Armstrong Shaw managed about $7.3 billion in assets.

In  addition,  the first  sentence of the first  paragraph  after the bullets is
replaced with the following text:

The Fund pays five of its investment  advisors--Armstrong  Shaw; Barrow, Hanley;
Equinox; Hotchkis & Wiley; and Tukman--on a quarterly basis.

In the Plain Talk(R)  titled "The Fund's  Advisors," the following text is added
immediately before the paragraph about James P. Barrow:

JEFFREY M. SHAW, Chairman, Chief Investment Officer, and Co-Founder of Armstrong
Shaw. He has worked in investment management since 1984 and has managed the Fund
since 2006.  Education:  B.S., Princeton  University;  M.B.A.,  Harvard Business
School.



(C)2006 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.                       PSA73 012006





                          VANGUARD(R) WINDSOR(TM) FUNDS

  SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 25, 2005


VANGUARD WINDSOR II FUND ADDS A NEW INVESTMENT ADVISOR

The board of  trustees  of  Vanguard  Windsor II Fund has added  Armstrong  Shaw
Associates  Inc.  (Armstrong  Shaw),  to the Fund's  investment  advisory  team.
Effective immediately, Armstrong Shaw will manage a modest portion of the Fund's
assets;  over time it is  expected  that  Armstrong  Shaw  will  manage a larger
portion of the Fund.  Armstrong  Shaw and the Fund's other  investment  advisors
each  independently  select and  maintain a portfolio  of common  stocks for the
Fund.  Armstrong  Shaw's  portfolio was established  with assets from the Fund's
cash investments.  The Fund's board of trustees has designated the proportion of
Fund assets to be managed by each  advisor and may change these  proportions  at
any time.


STATEMENT OF ADDITIONAL INFORMATION TEXT CHANGES

Under the heading  "Investment  Advisory  Services," the following text is added
after the first paragraph under the heading  "Vanguard  Windsor II Fund" on page
B-30:


ARMSTRONG SHAW ASSOCIATES INC.

Vanguard Windsor II Fund has entered into an investment  advisory agreement with
Armstrong Shaw  Associates Inc.  (Armstrong  Shaw), to manage the investment and
reinvestment  of the  portion of the Fund's  assets  that the board of  trustees
assigns to Armstrong (the Armstrong Shaw Portfolio).

     Armstrong Shaw, an employee-owned Delaware corporation, was founded in 1984
by Raymond Armstrong (now retired) and Jeffrey Shaw. The firm is wholly owned by
Armstrong, Shaw, and three other investment professionals at the firm. Armstrong
Shaw,  manages  more than $7  billion  in assets,  all of which is  invested  in
large-cap value products.  Chairman and Chief Investment Officer,  Jeffrey Shaw,
leads an  investment  team of six  professionals  with  diverse  backgrounds  in
industry, merchant banking, private equity, and investment banking.

     The Fund pays  Armstrong  Shaw a fee at the end of each fiscal quarter with
respect to the portion of the fund managed by the advisor. The fee is calculated
by  applying  an annual  percentage  rate to the  average  month-end  net assets
managed by the advisor for the quarter. The quarterly payments to Armstrong Shaw
may be increased or decreased by applying a  performance  adjustment.  Armstrong
Shaw's fee may be increased or decreased,  based on the cumulative  total return
of the portion of the Fund  managed by Armstrong  Shaw over a trailing  36-month
period,  as compared  with the return of the  Russell  1000 Value Index over the
same period.


































(C)2006 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.                           012006