EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting
Firm


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


In planning and performing our audits of the financial
statements Vanguard Windsor Fund and Vanguard Windsor II
Fund (constituting Vanguard Windsor Funds, hereafter referred
to as the ?Trust?) as of and for the year ended October 31, 2014,
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, 2014.

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.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 11, 2014
2

2

EX-99

                           EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: Vanguard Windsor Fund(s)
File Number: 811-00834
Registrant CIK Number: 0000107606


Items 72, 73 and 74

     Because  the  electronic  format  for filing  Form  N-SAR does not  provide
adequate space for responding to Items 72 through 74 completely,  the Registrant
has set forth in their entirety the complete responses to the indicated Items or
Sub-Items  below,  in  accordance  with  verbal  instructions  provided  to  the
Registrant by the staff of the  Commission on September 20, 2002,  and September
23, 2002.










Series 1 Identifier S000004418
Class 1 SEC Identifier C000012180
Class 2 SEC Identifier C000012181



Item 73

Distributions per share for which record date passed during the period:


B)      1. Distributions of capital gains 					$0.797

        2. Distributions of capital gains from a second class of open-end
company shares  						                          $1.414