VANGUARD/WINDSOR FUND
                             PROSPECTUS SUPPLEMENT
                                 MARCH 2, 1995
 
  The schedule of incentive/penalty fee adjustments appearing on page 10 of the
prospectus in the section entitled "Investment Adviser" should read as follows:
 
  The Basic Fee paid to the Adviser may be increased or decreased by applying
an adjustment based on the Fund's investment performance. Such formula provides
for an increase or decrease of the Basic Fee in an amount equal to .10% per
annum (.025% per quarter) of the average month-end net assets of the Fund if
the Fund's investment performance for the thirty-six months preceding the end
of the quarter is twelve percentage points or more above or below,
respectively, the investment record of the Standard & Poor's Daily Stock Price
Index of 500 Common Stocks (the "S&P Index") for the same period; or by an
amount equal to .05% per annum (.0125% per quarter) if the Fund's investment
performance for such thirty-six months is six or more but less than twelve
percentage points above or below, respectively, the investment record of the
S&P Index for the same period.
 
                                                                            PSWR