.
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-Free Income Trust
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Putnam Tax-Free High Yield Fund: Class A, B and M shares
Putnam Tax-Free Insured Fund: Class A, B and M shares
3. Investment Company Act File Number: 811-4345
Securities Act File Number: 2-98790
4. Last day of fiscal year for which this notice is filed:
July 31, 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:
Putnam Tax-Free High Yield Fund: NONE
Putnam Tax-Free Insured Fund: NONE
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
Putnam Tax-Free High Yield Fund:
960,973 shares;$14,193,571*
Putnam Tax-Free Insured Fund:
2,691,331 shares; $42,280,810**
9. Number and aggregate sale price of securities sold during
the fiscal year:
Putnam Tax-Free High Yield Fund:
40,615,004 shares; $581,786,880**
Putnam Tax-Free Insured Fund;
6,991,221 shares; $105,504,552*
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Putnam Tax-Free High Yield Fund:
39,654,031 shares; $568,056,710
Putnam Tax-Free Insured Fund:
4,299,890 shares; $64,895,850
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):
Putnam Tax-Free High Yield Fund:
3,847,113 shares; $54,911,082
Putnam Tax-Free Insured Fund:
1,105,486 shares; $16,659,967
12. Calculation of registration fee for Putnam Tax-Free High
Yield Fund:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $568,056,710
(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans 54,911,082
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if 563,688,672
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 59,279,120
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 1/29th of 1%
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: 20,441.08
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).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: September 26,
1996
12. Calculation of registration fee for Putnam Tax-Free
Insured Fund:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $64,895,850
(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans 16,659,967
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if 135,173,032
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 NONE
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 1/29th of 1%
law 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: September 26, 1996
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: September 26, 1996
s:\lps\trustnot.doc
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
September 26, 1996
Putnam Tax-Free Income Trust (the "Trust")
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 July 31, 1996 of 4,299,890 shares of
beneficial interest (the "Shares") of Putnam Tax-Free Insured
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
Trust 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 Trust
stating that 4,258,403 of the Shares had been recorded as issued
and that the appropriate consideration therefor as provided in
your Bylaws had been received at July 31, 1996, and that 41,487
of the Shares had been recorded as sold and issued on your books
at July 31, 1996, but that at that date payment had not been
received and was not then due in the ordinary course of business.
ROPES & GRAY
September 26, 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 Trust 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
41,487 Shares for which payment had not been received at July 31,
1996 and was not then due in the ordinary course of business,
were fully paid and nonassessable by the Fund at July 31, 1996.
The Trust 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 Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of a portfolio series of the
Trust, including the Fund, for all loss and expense of any
shareholder of such portfolio series held personally liable for
the obligations of such portfolio series solely by reason of his
being or having been a shareholder of such portfolio series.
Thus, the risk of a shareholder of the Fund incurring financial
loss on account of shareholder liability is limited to
circumstances in which the assets of the Fund would be
insufficient to meet any such obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-
2624 (617) 951-7000
September 26, 1996
Putnam Tax-Free Income Trust (the "Trust")
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 July 31, 1996 of 39,654,031
shares of beneficial interest (the "Shares") of Putnam Tax-
Free High Yield Fund (the "Fund") one of your portfolio
series.
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 Trust 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 Trust stating that
39,544,584 of the Shares had been recorded as issued and that
the appropriate consideration therefor as provided in your
Bylaws had been received at July 31, 1996, and that 109,447 of
the Shares had been recorded as sold and issued on your books
at July 31, 1996, but that at that date payment had
not been received and was not then due in the ordinary course
of business.
ROPES & GRAY
September 26, 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 Trust 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
109,447 Shares for which payment had not been received at July
31, 1996 and was not then due in the ordinary course of
business,
were fully paid and nonassessable by the Fund at July 31, 1996.
The Trust 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 Trust. However,
the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust
or its Trustees. The Agreement and Declaration of Trust
provides indemnification out of the property of a portfolio
series of the Trust, including the Fund, for all loss and
expense of any shareholder of such portfolio series held
personally liable for the obligations of such portfolio series
solely by reason of his being or having been a shareholder of
such portfolio series. Thus, the risk of a shareholder of the
Fund incurring financial loss on account of shareholder
liability is limited to circumstances in which the assets of
the Fund would be insufficient to meet any such obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes &
Gray Ropes &
Gray
