U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Putnam Tax Exempt Income Fund
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this notice
is filed:
Class A, B and M shares.
3. Investment Company Act File Number: 811-2675
Securities Act File Number: 2-57165
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for the purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-
2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series
which have been registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year: NONE
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2:
11,845,344 shares; $110,161,700*
9. Number and aggregate sale price of securities sold during
the fiscal year:
171,856,725 shares; $1,518,043,324
*Based on offering price of $9.30 per share on November 13, 1996.
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
160,011,381 shares; $1,518,043,324
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
8,728,055 shares; $77,154,872
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $1,413,450,139
(from Item 10):
(ii)Aggregate price of shares issued in
connection with dividend reinvestment plans $77,154,872
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if $1,718,383,935
applicable):
(iv)Aggregate price of shares redeemed or
repurchased and previously applied as a NONE
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and
issued during the fiscal year in reliance on $0
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi)Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law 1/33rd of 1%
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by NONE
line (vi)]:
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following person on
behalf of the issuer and in the capacity and on the date
indicated.
By (Signature and Title) /s/John D. Hughes
___________________________________
John D. Hughes
Senior Vice President and Treasurer
Date: November 26, 1996
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
November 22, 1996
Putnam Tax Exempt Income Fund
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale
during the fiscal year ended September 30, 1996 of 160,011,381
shares of beneficial interest (the "Shares") of Putnam Tax Exempt
Income Fund (the "Fund").
We understand that on your books you record as sold Shares
for which orders have been accepted notwithstanding that on the
date of acceptance such Shares may not have been paid for, and
that for purposes of compliance with Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, you regard
such Shares as having been sold.
We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts, which provides for an
unlimited number of authorized shares of beneficial interest, and
(ii) your Bylaws, which provide for the issue and sale by the
Fund of such Shares. We have also examined (i) a copy of the
notice (the "Notice") to be filed pursuant to the Rule by you
with the Securities and Exchange Commission relating to your
registration of an indefinite number of shares of beneficial
interest of the Fund pursuant to the Securities Act of 1933, as
amended, and making definite registration of the Shares pursuant
to the Rule, and (ii) a certificate of the Treasurer of the Fund
stating that 159,907,194 of the Shares had been recorded as
issued and that the appropriate consideration therefor as
provided in your Bylaws had been received at September 30, 1996,
and that 104,187 of the Shares had been recorded as sold and
issued on your books at September 30, 1996, but that at that date
payment had not been received and was not then due in the
ordinary course of business.
ROPES & GRAY
November 22, 1996
page 2
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities, and
that the Notice will be timely filed with the Securities and
Exchange Commission.
Based upon the foregoing, we are of the opinion that:
1. The Fund is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.
2. The Shares were validly issued and, except for the
104,187 Shares for which payment had not been received at
September 30, 1996 and was not then due in the ordinary course of
business, were fully paid and nonassessable by the Fund at
September 30, 1996.
The Fund is an entity of the type commonly known as a
Massachusetts business trust. Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Fund for all loss and
expense of any shareholder of the Fund held personally liable for
the obligations of the Fund solely by reason of his being or
having been a shareholder of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
