P.O. Box 2600

Valley Forge, PA 19482-2600

610-669-7310

lex_smith@vanguard.com

March 27, 2018

via electronic filing

Ms. Lisa Larkin

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:	Vanguard California Tax-Free Funds; File No. 33-01569
	Post-Effective Amendment Number 53

Vanguard Massachusetts Tax-Exempt Funds; File No. 333-63579

Post-Effective Amendment Number 35

Vanguard New York Tax-Free Funds; File No. 33-02908

Post-Effective Amendment Number 53

Vanguard Ohio Tax-Free Funds; File No. 33-34261

Post-Effective Amendment Number 44

Vanguard Pennsylvania Tax-Free Funds; File No. 33-02907

Post-Effective Amendment Number 53

Dear Ms. Larkin,

This letter responds to comments that you provided to us by telephone on March 13, 2018, regarding the above-referenced post-effective amendments. Each comment is summarized below, followed by the response to the comment.

Comment 1:	Ohio Tax-Free Funds – Prospectus – Principal Risks
Comment:	In the Principal Risks section, there are three bullet points that are indented more than the
	other risks. Please address and correct as necessary.
Response:	We have corrected the formatting in the filing.

Comment 2:	All Funds – Prospectus – Annual Total Returns Bar Chart
Comment:	Pursuant to Item 4 paragraph (b)(2)(ii) of Form N-1A, please confirm that the most recent
	quarter is December 31 for this cycle.
Response:	The effective date of the filings will be March 28, 2018. Therefore, we confirm that
	December 31, 2017, is the most recent quarter for this cycle.
Comment 3:	All Funds – Prospectus – Security Selection
Comment:	It appears that the fund will invest significantly in municipal securities that are non-
	investment-grade. Given the liquidity of these investments, please explain to us in detail
	how the fund determined that its investment strategy is appropriate for the open-end fund
	structure. Please explain to us in detail how the fund determined that these holdings are
	liquid (i.e., can be sold or disposed of in the ordinary course of business within seven
	days at approximately the value at which the fund has valued the investment). Your
	response should include: general market data on the types of investments and data on the
	liquidity of the investments, including information about the specific measures that the
	fund would take if it received a large redemption request; the existence of an active
	market for the investment, including the number, diversity, and quality of market
	participants; the frequency of trade or quotes for the investments, including the daily
	trading volume; the volatility of trading prices for the investments; bid-ask spread for the
	investments; restrictions on trading or transferring the investments; and how the fund will
	be able to appropriately value the investments on a daily basis.
Response:	The security selection discloses the credit quality parameters for the fund’s investable
	universe and is intended to help investors understand how credit quality serves as a
	secondary criteria to each fund’s investment objective and corresponding principal
	investment strategy to seek current income that is exempt from both federal and its
	respective state personal income taxes. Given the principal investment strategy to invest
	in high quality municipal bonds, the funds currently invest a de minimis amount in non-
	investment-grade securities as reflected in each fund’s annual report: Vanguard
	California Intermediate-Term Tax-Exempt Fund (0.2%); Vanguard California Long-
	Term Tax-Exempt Fund (0.4%); Massachusetts Tax-Exempt Fund (0.2%); Vanguard
	New York Long-Term Tax-Exempt Fund (0.4%); Vanguard Ohio Long-Term Tax-
	Exempt Fund (0.2%); and Vanguard Pennsylvania Long-Term Tax-Exempt Fund (0.3%).

As detailed in each fund’s Advisor’s Report contained in the same Annual Report for the period ended November 30, 2017, the credit quality parameters were amended to provide greater flexibility with respect to investment selection, and may result in a higher risk profile for each fund. To the extent that there is a shift in the investable universe of municipal bonds available to pursue each fund’s investment objective, these parameters serve as the ultimate or outer bound limits from a credit quality perspective. Therefore, given each fund’s de minimis exposure to non-investment-grade municipal bonds, we believe the request for an explanation accompanied by data is not applicable.

If a fund invests beyond a de minimis amount in non-investment-grade municipal bonds, as open-end funds, each fund considers the liquidity of such bonds in managing liquidity risk. As part of this assessment, each fund is limited to investing 15% of its assets in illiquid assets, which are currently defined as assets that may not be sold or disposed of in

the ordinary course of business within seven days at approximately the value at which the fund has valued the asset on its books.

We have in place a robust liquidity risk management program and related policies and procedures that provide for assessing the liquidity of municipal securities and other fixed income securities, including assessing the impact of credit ratings and changes therein, and which includes procedures for monitoring compliance with the 15% restriction relating to illiquid securities. As a general matter, we do not believe that a non-investment-grade credit rating automatically confers “illiquid” status on municipal or other fixed income securities, but rather is one factor to consider in assessing liquidity.

As specified within each prospectus under the heading “Share Price,” debt securities held by each fund are valued based on information furnished by an independent pricing service or market quotations unless determined that a fair value price is appropriate under procedures adopted by the board of trustees. Finally, as disclosed in each fund’s Prospectus under the section titled “Methods Used to Meet Redemption Requests,” various methods may be utilized to meet the redemptions depending on the circumstances.

Comment 4:	All Funds – Prospectus – Other Investment Policies and Risks – Total Return Swaps
Comment:	The fund discloses that it may engage in transactions involving total return swaps (TRS).
	A TRS is a senior security for purposes of Section 18 of the 1940 Act. When a fund
	engages in TRS, the fund will need to set aside an appropriate amount of liquid assets as
	determined by Staff guidance to address Section 18 concerns. See Investment Company
	Act Release Number 10666. Please note that the Commission has issued a release
	proposing to update the regulations regarding fund use of derivatives for purposes of
	Section 18. Accordingly, please note that the Commission could issue a new rule or
	guidance relating to fund use of derivatives which could impact the manner in which the
	fund operates.
Response:	We acknowledge the issuance of this release and this possible future rulemaking or
	guidance.
Comment 5:	All Funds – Prospectus – Other Investment Policies and Risks – Credit Default
	Swaps
Comment:	If the fund will write a credit default swap, please confirm that the fund will segregate the
full notional amount of the credit default swap to cover such obligation.
Response:	We confirm, in the event that a fund writes a credit default swap, that it segregates assets
	equal to the full notional amount of the credit default swap.
Comment 6:	Ohio Tax-Free Funds – Signature Page
Comment:	Please correct the signature page for Ohio Tax-Free Funds, as it currently lists New York
	Tax-Free Funds.
Response:	We have corrected the signature page for Ohio Tax-Free Funds.

Comment 7:	California Tax-Free Funds – Prospectus – Principal Investment Strategies –
	Vanguard California Intermediate-Term Tax-Exempt Fund
Comment:	The Principal Investment Strategies section states that the dollar-weighted average
	maturity for the California Intermediate-Term Tax-Exempt Fund is expected to be
	between 6 and 12 years. The Staff takes the position that an “intermediate-term” bond
	fund should have a dollar-weighted average maturity of more than 3 years but less than
	10 years. Please explain how the Fund’s dollar-weighted average maturity complies with
	rule 35d-1.
Response:	The adopting release for rule 35d-1 states that the purpose of the rule is to prevent
	investment companies from adopting names that could mislead investors about a fund’s
	investments and risks. In the adopting release, the Commission provided guidance that
	the dollar-weighted average maturity for an intermediate-term bond fund should be more
	than 3 years but less than 10 years. The text of the rule, however, does not require a 10-
	year maturity for intermediate-term funds. We believe that a dollar-weighted average
	maturity range of 6-12 years qualifies as “intermediate-term” in light of the adopting
	release and rule 35d-1. For these reasons, we believe that the name of Vanguard
	California Intermediate-Term Tax-Exempt Fund is not misleading and the Fund’s dollar-
	weighted average maturity complies with rule 35d-1.

Please contact me at (610) 669-7310 with any questions or comments regarding the above responses. Thank you.

Sincerely,

/s/Alexander F. Smith

Alexander F. Smith
Associate Counsel
The Vanguard Group, Inc.