Massachusetts is the 7th smallest state in the United States with an area of 10,555 square miles (27,340 km2). It is bordered to the north by New Hampshire and Vermont, to the west by New York, to the south by Connecticut and Rhode Island, and to the east by the Atlantic Ocean. Massachusetts is the most populous New England state. Massachusetts has 351 cities and towns. Every part of the state is within an incorporated city or town, but many towns include large rural areas. The state's 14 counties have few government functions and serve as little more than judicial districts.