Report of Independent Registered Public Accounting Firm


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


In planning and performing our audits of the financial statements
 Vanguard Windsor Fund,Vanguard Windsor II Fund (two of the funds
 constituting Vanguard Windsor Funds, hereafter referred to as
 the ?Trust?) as of and for the year ended October 31, 2011,
 in accordance with the
standards of the Public Company Accounting Oversight Board
 (United States), we considered the
Trust's internal control over financial reporting,
 including controls over safeguarding securities, as a
basis for designing our auditing procedures for the
 purpose of expressing our opinion on the financial
statements and to comply with the requirements of
 Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness
 of the Trust's internal control over financial reporting.
Accordingly, we do not express an opinion on the effectiveness
 of the Trust's internal control over
financial reporting.

The management of the Trust is responsible for establishing
 and maintaining effective internal
control over financial reporting.  In fulfilling this
 responsibility, estimates and judgments by
management are required to assess the expected benefits
 and related costs of controls.  A company?s
internal control over financial reporting is a process
 designed to provide reasonable assurance
regarding the reliability of financial reporting and the
 preparation of financial statements for external
purposes in accordance with generally accepted accounting
 principles.  A company's internal control
over financial reporting includes those policies and
 procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
 fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance
 that transactions are recorded as necessary
to permit preparation of financial statements in
 accordance with generally accepted accounting
principles, and that receipts and expenditures of the
 company are being made only in accordance
with authorizations of management and trustees of the
 company; and (3) provide reasonable
assurance regarding prevention or timely detection of
 unauthorized acquisition, use or disposition of
a company?s assets that could have a material effect
 on the financial statements.

Because of its inherent limitations, internal control
 over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of
 effectiveness to future periods are subject to
the risk that controls may become inadequate because of
 changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
 exists when the design or operation of a
control does not allow management or employees, in the
 normal course of performing their assigned
functions, to prevent or detect misstatements on a timely
 basis.  A material weakness is a deficiency,
or a combination of deficiencies, in internal control over
 financial reporting, such that there is a
reasonable possibility that a material misstatement of
 the Trust's annual or interim financial
statements will not be prevented or detected on a
 timely basis.

Our consideration of the Trust's internal control
 over financial reporting was for the limited purpose
described in the first paragraph and would not necessarily
 disclose all deficiencies in internal control
over financial reporting that might be material weaknesses
 under standards established by the
Public Company Accounting Oversight Board (United States).
  However, we noted no deficiencies in
the Trust's internal control over financial reporting and
 its operation, including controls over
safeguarding securities that we consider to be material
 weaknesses as defined above as of October 31,
2011.

This report is intended solely for the information
 and use of management and the Board of Trustees of
Vanguard Windsor Funds and the Securities and Exchange
 Commission and is not intended to be and
should not be used by anyone other than these specified parties.






December 9, 2011

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