Report of Independent Accountants
To the Shareholders and Trustees of
Vanguard Windsor Funds
In planning and performing our audit of the financial
statements of Vanguard Windsor Funds (the "Funds")
for the year ended October 31, 2000 we considered its
internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for
the purpose of expressing our opinions on the financial
statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.
The management of the Funds is responsible for establishing
and maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation
of internal control to future periods is subject to the risk that
controls may become inadequate because of changes in conditions
or that the effectiveness of their design and operation may
deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a condition
in which the design or operation of one or more of the internal
control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being
audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as
defined above as of October 31, 2000.
This report is intended solely for the information and use
of the Trustees, management and the Securities and Exchange
Commission and is not intended to be and should not be used
by anyone other than these specified parties.
PRICEWATERHOUSECOOPERS LLP
November 29, 2000
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