SecProbe.io

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                                   SHIP LOGO
                            THE VANGUARD GROUP /(R)/
                                                              November 4, 2005

Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission               via electronic filing
450 Fifth Street, N.W., Fifth Floor
Washington, D.C. 20549

                       Re:        Vanguard Tax-Managed Funds

Dear Mr. Sandoe:

         The following responds to your comments of October 28, 2005 on the
post-effective amendment of the registration statement of the above-referenced
registrant. You commented on Post-Effective Amendment No. 22 that was filed on
September 14, 2005.

Comment 1:        Prospectus - Primary Investment Strategies of Tax-Managed
                  Balanced Fund
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Comment:          The primary investment strategies section states that at least
                  75% of the municipal bonds purchased by the Fund will
                  be rated in one of the top three credit-rating categories.
                  What is the lowest rating for the remaining 25%?

Response:         As stated on page 24 of the prospectus, no more than 20% of
                  the Fund's municipal security assets may be invested in bonds
                  rated in the fourth-highest credit rating category (Baa by
                  Moody's or BBB by Standard & Poor's). The remaining 5% may be
                  invested in securities with lower credit ratings or in those
                  that are unrated. We believe that the current disclosure is
                  appropriate.

Comment 2:        Prospectus - Primary Investment Strategies of all Funds
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Comment:          Disclose the range of market capitalization of each fund's
                  benchmark index.

Response:         We have disclosed each fund's median market capitalization on
                  page 22 of the prospectus. We believe that investors are not
                  well-served by disclosure of the market capitalization range
                  of a fund or index in a prospectus for the following reasons:

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November 4, 2005
Christian Sandoe
Page 2 of 3
                      (1) Ranges change continually because of fluctuations in
                  stock market valuations. Therefore, disclosure of one range in
                  a prospectus could be misleading when the stock market
                  fluctuates.
                      (2) A fund's or index's overall market capitalization
                  range can be very broad and not indicative of the fund's or
                  index's overall market capitalization The median market
                  capitalization is a more useful piece of information for
                  investors concerned with market capitalization.
                      (3) Form N-1A does not require funds to disclose specific
                  market capitalization dollar ranges.

Comment 3:        Prospectus - Average Annual Total Returns Table
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Comment:          Remove the line beneath the performance of Investor Shares and
                  insert a line below the performance of Admiral Shares.

Response:         We believe that the line between the Investor and Admiral
                  Shares is appropriate and not misleading.  We will insert
                  a line below the performance of Admiral Shares.

Comment 4:        Prospectus - Primary Investment Strategies of Tax-Managed
                  International Fund
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Comment:          State the number of countries in the MSCI EAFE Index.  In
                  addition, indicate whether the fund invests in U.S. or
                  emerging markets securities.  If the fund invests to a
                  material extent in emerging markets, add Emerging Markets
                  Risk as a Primary Risk of the Fund.

Response:         We will add the number of countries in the MSCI EAFE Index.
                  The Fund does not invest in the U.S. or emerging markets.

Comment 5:        Prospectus - Frequent Trading or Market-Timing
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Comment:          The Fund's broad policies with respect to frequent trading and
                  market-timing are disclosed on page 28 of the prospectus under
                  the heading "Frequent Trading or Market-Timing." However,
                  specific policies applicable to discrete types of investors
                  are disclosed in various places throughout the "Investing with
                  Vanguard" section. All of the Fund's policies concerning
                  frequent trading and market-timing should be disclosed
                  together under the heading "Frequent Trading and
                  Market-Timing."
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November 4, 2005
Christian Sandoe
Page 3 of 3

Response:         We believe that the Fund's policies against frequent trading
                  and market-timing are properly disclosed in the prospectus
                  pursuant to Item 6(e)(4) of Form N-1A.  Item 6(e)(4) does not
                  require that the specific policies applicable to each type of
                  shareholder be disclosed together in the prospectus.  As such,
                  we believe that it is appropriate to have the general
                  discussion of the Fund's policies against frequent trading and
                  market-timing under the heading "Frequent Trading or Market-
                  Timing" with a reference to the "Investing with Vanguard"
                  section where specific policies applicable to different types
                  of shareholders and transactions are disclosed.

                  We believe that removing the disclosure from the "Investing
                  with Vanguard" section and combining the disclosure into a
                  single "Frequent Trading and Market-Timing" section would make
                  the discussion of transaction policies incomplete in the
                  "Investing with Vanguard" section. Repeating the specific
                  policies in both the "Investing with Vanguard" section and
                  under the "Frequent Trading and Market-Timing" heading would
                  unnecessarily clutter the prospectus with duplicative
                  disclosure.

Comment 6:        Prospectus - Investing with Vanguard - Redemption Fees
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Comment:          Remove references to Emerging Markets Stock Index Fund in the
                  section.  State whether an IRA distribution is a redemption.

Response:         We will remove references to Emerging Markets Stock Index
                  Fund. We use the term "distribution" when referring to IRAs
                  and other retirement accounts, because it is a technical term
                  for those types of redemptions.

As required by the SEC, the Funds acknowledge that:

                  - Each Fund is responsible for the adequacy and accuracy of
                    the disclosure in the filing.
                  - Staff comments or changes in response to staff comments in
                    the filings reviewed by the staff do not foreclose the
                    Commission from taking any action with respect to the
                    filing.
                  - Each Fund may not assert staff comments as a defense in any
                    proceeding initiated by the Commission or any person under
                    the federal securities laws of the United States.

         Please contact me at (610) 503-5854 with any questions or comments
regarding the above responses. Thank you.

Sincerely,

Sarah A. Buescher
Senior Counsel
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