UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 24F-2NT
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24F-2



1. Name and Address of Issuer:

         VANGUARD WINDSOR FUNDS
         Vanguard Financial Center
         PO Box 2600
         Valley Forge, Pennsylvania  19482-2600

2.       The name of each series or class of securities for which this Form is
         filed. (If the Form is being filed for all series and classes of
         securities of the issuer, check the box but do not list series or
         classes):

         [X]

3. Investment Company Act File Number: 811-834

         Securities Act File Number:   2-14336

4(a) Last day of fiscal year for which this Form is filed:

         October 31, 2008

4(b)     [ ] Check box if this Form is being filed late (i.e., more than 90
         calendar days after the end of the issuer's fiscal year). (See
         Instruction A.2).

         N/A

         Note:  If the Form is being  filed late, interest  must be paid  on the
         registration fee due.

4(c)     [ ] Check box if this is the last time the issuer will be filing this
         Form.

         N/A




5. Calculation of registration fee:


                                                                                                  
(i)      Aggregate  sale price of  securities  sold  during
         the fiscal year pursuant to section 24(f).........................................................$ 15,882,785,000.00

(ii) Aggregate price of securities redeemed
         or repurchased during the fiscal year.............................................................$ 12,828,404,000.00

(iii)    Aggregate price of securities redeemed or repurchased during any prior
         fiscal year ending no earlier than October 11, 1995 that were not
         previously used to reduce registration
         fees payable to the Commission....................................................................$              0.00

(iv) Total available redemption credits
         [add Items 5(ii) and 5(iii)]......................................................................$ 12,828,404,000.00

(v) Net sales - If Item 5(i) is greater than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]..............................................................$  3,054,381,000.00

(vi)     Redemption credits available for use in future years - If Item 5(i) is
         less than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]..............................................................$              0.00

(vii) Multiplier for determining registration fee
         [See Instruction C.9].............................................................................x         0.0000393

(viii) Registration fee due [multiply Item 5(v) by
         Item 5(vii)](enter "0" if no fee is due)..........................................................$        120,037.17



     6. Prepaid Shares:


     If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before [effective date of rescission of rule 24e-2],
then report the amount of securities (number of shares or other units) deducted
here: __. If there is a number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which
this form is filed that are available for use by the issuer in future fiscal
years, then state that number here: ____.





7.       Interest due -- if this Form is being filed more than 90 days after the
         end of the issuer's fiscal year (See Instruction D):

                                  N/A

8.       Total of the amount of the registration fee due plus any interest due
         [line 5(viii) plus line 7]:

                                =$ 120,037.17

9.       Date the registration fee and any interest payment was sent to the
         Commission's lockbox depository:

         Method of Delivery:

         [X] Wire Transfer [ ] Mail or other means

                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer, in the capacities and on the dates indicated.

By (Signature and Title)*  /s/  HEIDI STAM
                           Heidi Stam, General Counsel and Secretary


January 27, 2009