<PAGE> 1
[JOHN HANCOCK FUNDS LETTERHEAD]
THE CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902 (G) OF REGULATION S-T.
United States Securities and Exchange Commission
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, Virginia. 22312-2413
Re: Rule 24f-2 Notice for
John Hancock Tax-Exempt Income Fund
Registration No. 2-57785
Account No. 0000202049
CIK: 202049
Dear Gentlemen:
The purpose of this letter is to notify the Commission within two (2) months of
the end of the Registrant's Fiscal Year of the number of Registrant's shares
sold during the last fiscal year which are to be registered pursuant to Rule
24f-2 and to pay the appropriate registration fee.
The information required by the above referenced rule is as follows:
Fiscal Year: January 1, 1994 to December 31, 1994
Number of Shares previously
Registered Other than
Pursuant to Rule 24f-2
Remaining Unsold at
Beginning of Fiscal Year: 0
Number of Shares registered
During Fiscal Year other than
Pursuant to Rule 24f-2: 0
Number of Shares Sold During
Fiscal Year: 4,306,512
Number of Shares Sold During
Fiscal Year Pursuant to
Rule 24f-2: 4,306,512
<TABLE>
<S> <C>
John Hancock Advisers, Inc. - John Hancock Funds, Inc.* - John Hancock Investor Services Corporation [LOGO]
John Hancock Advisers International, Ltd. - NM Capital Management, Inc. - Sovereign Asset Management Corporation
*Member of National Association of Securities Dealers, Inc.
</TABLE>
<PAGE> 2
United States Securities and Exchange Commission
John Hancock Tax-Exempt Income Fund
February 22, 1995
Page Two
Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion of
counsel indicating that the Securities, the Registration of which the notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Registrant.
In accordance with subsection (c) of Rule 24f-2, no registration fee for John
Hancock Tax-Exempt Income Fund is due to the Securities and Exchange
Commission. The fee computation is based upon the following:
(1) Aggregate Sales Price of Shares
Sold During the
Fiscal Year in Reliance Upon
the 24f-2 Declaration (Based
on aggregate sale price for
all shares sold of $46,414,652 less
aggregate sale price of shares
registered pursuant to Rule 24e-2
of $None) $46,414,652
Reduced By
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year and, (77,560,323)
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to Rule
24e-2 (a) Filings Made Pursuant
to Section 24(e)(1) of Investment
Company Act of 1940 $0
-----------
Net sales applicable for fee $0
Computation of fee X.00034483
-----------
Fee $0
-----------
<PAGE> 3
United States Securities and Exchange Commission
John Hancock Tax-Exempt Income Fund
February 22, 1995
Page Three
Any questions regarding this matter should be addressed to James J. Stokowski,
Treasurer, John Hancock Advisers, Inc., 101 Huntington Avenue, 8th floor,
Boston, MA 02199-7603, (617) 375-1652.
Very truly yours,
/s/ Joan E. Arnold
----------------------
Joan E. Arnold
Administrative Officer
Mutual Funds
