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                            THE VANGUARD GROUP/(R)/


                         VANGUARD(R) WINDSOR(TM) II FUND

              SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 28, 2006


IMPORTANT CHANGE TO VANGUARD WINDSOR II FUND
Standard & Poor's Corporation is planning to eliminate the Standard & Poor's
500/Barra Value Index, which is the performance benchmark used under the
existing investment advisory agreement between the Fund and Barrow, Hanley,
Mewhinney & Strauss, Inc. (Barrow, Hanley), one of the Fund's advisors.
Accordingly, the Fund's board of trustees has approved the Morgan Stanley
Capital International (MSCI) US Prime Market 750 Index, a similar index, as
Barrow, Hanley's new performance benchmark, effective May 1, 2006.
   The Fund's investment objective, strategies, and policies remain unchanged.

PROSPECTUS TEXT CHANGES
The first paragraph on page 11 is replaced with the following:
     The Fund  pays five of its  investment  advisors--Armstrong  Shaw;  Barrow,
Hanley;  Equinox;  Hotchkis & Wiley;  and Tukman--on a quarterly basis. For each
advisor,  the quarterly fee is based on certain annual  percentage rates applied
to average daily net assets managed by the advisor over the period. In addition,
the quarterly fees paid to each advisor are increased or decreased  based on the
advisor's  performance  compared  with  that of a  benchmark  index.  For  these
purposes, the cumulative total return of each advisor's portion of the Fund over
a trailing  36-month period (60-month period in the case of Hotchkis & Wiley) is
compared with that of the Morgan Stanley Capital  International  (MSCI) US Prime
Market  750 Index (for  Barrow,  Hanley),  the  Russell  1000  Value  Index (for
Equinox),  the MSCI US Investable Market 2500 Index (for Hotchkis & Wiley),  and
the  Standard & Poor's 500 Index (for  Tukman)  over the same  period.  Vanguard
provides  advisory  services  to  the  Fund  on  an  at-cost  basis.  Vanguard's
performance is evaluated against the MSCI US Prime Market Value Index.







(C)2006 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.                     PSD73  052006




                           [SHIP LOGO VANGUARD /(R)/]

                        VANGUARD/(R)/ WINDSOR/(TM)/ FUNDS

 SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2006


IMPORTANT CHANGE TO VANGUARD WINDSOR II FUND

Standard & Poor's Corporation is planning to eliminate the Standard & Poor's
500/Barra Value Index, which is the performance benchmark used under the
existing investment advisory agreement between the Fund and Barrow, Hanley,
Mewhinney & Strauss, Inc. (Barrow, Hanley), one of the Fund's advisors.
Accordingly, the Fund's board of trustees has approved the Morgan Stanley
Capital International (MSCI) US Prime Market 750 Index, a similar index, as
Barrow, Hanley's new performance benchmark, effective May 1, 2006.


 The Fund's investment objective, strategies, and policies remain unchanged.


STATEMENT OF ADDITIONAL INFORMATION TEXT CHANGES


The last paragraph on page B-34 is replaced with the following:


 The Fund pays each unaffiliated advisor a basic advisory fee at the end of each
of the Fund's fiscal quarters, calculated by applying a quarterly rate, based on
certain annual percentage rates, to the average daily net assets of the
advisor's Portfolio for the quarter. The basic fee will be increased or
decreased by applying a performance fee adjustment based on the investment
performance of the Portfolio relative to the investment performance of the
Russell 1000 Value Index (for Armstrong Shaw and Equinox), the Standard & Poor's
500 Index (for Tukman), the MSCI US Prime Market 750 Index (for Barrow, Hanley),
and the MSCI US Investable Market 2500 Index (for Hotchkis & Wiley) (each, the
Index). The investment performance will be based on the cumulative return of the
Portfolio over a trailing 36-month period (60-month period for Hotchkis & Wiley)
ending with the applicable quarter, compared with the cumulative total return of
the Index for the same period. Vanguard provides advisory services to a portion
of the Fund on an at-cost basis.







(C)2006 The Vanguard Group, Inc. All rights reserved.

Vanguard Marketing Corporation, Distributor.                          052006