PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND II
DEFA14A, 1996-10-30
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PRODUCT SUPPORT SERVICES

Proxy Update                               October 30, 1996
                         
Over the next several months, 18 Putnam funds are scheduled to
distribute proxy statements to their shareholders.  Within each
proxy statement, Putnam will solicit shareholder votes on a
number of proposals relating to the operation of each fund. 
These proposals will vary among funds.  Attached is a matrix
which includes all funds scheduled for meetings, the meeting
date, and a list of proposals for each.  Below are explanations
of each proposal.

Trustees
Putnam is requesting that shareholders elect trustees to
represent their fund.  The trustees are responsible for the
general oversight of the fund's business and for assuring that
the fund is managed in the best interest of the shareholders.

Auditors
Shareholders are being asked to ratify the selection by the
trustees of the independent auditors of their fund for its
current fiscal year.  Auditors will review the financial
statements of the fund and issue a report validating the figures.

Investment Restrictions
Putnam is requesting that shareholders approve a number of
amendments to, or deletions of, fundamental investment
restrictions.  The proposals are listed below.

For amending the fund's fundamental investment restriction with
respect to investments in real estate.

For amending the fund's fundamental investment restriction with
respect to diversification.

For amending the fund's fundamental investment restriction with
respect to senior securities.

For amending the fund's fundamental investment restriction with
respect to investments in the voting securities of a single
issuer.

For amending the fund's fundamental investment restriction with
respect to making loans.

For amending the fund's fundamental investment restriction with
respect to investments in commodities.

For amending the fund's fundamental investment restriction with
respect to concentration of its assets.  
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For eliminating the fund's fundamental investment restriction
with respect to investments in certain oil, gas and mineral
interests.

For eliminating the fund's fundamental investment restriction
with respect to pledging assets.

For eliminating the fund's fundamental investment restriction
with respect to margin transactions.

For eliminating the fund's fundamental investment restriction
with respect to short sales.

For eliminating the fund's fundamental investment restriction
with respect to investments in securities of issuers in which
management of the fund or Putnam Investment Management, Inc. owns
securities.

For eliminating the fund's fundamental investment restriction
with respect to investments in other investment companies.

For eliminating the fund's fundamental investment restriction
with respect to investing to gain control of a company's
management.

For eliminating the fund's fundamental investment restriction
with respect to the investments in restricted securities.



For Internal Use Only

Product Support Services is committed to keeping Putnam informed
of any current product/industry information.  If you have any
questions or comments, please contact PSS.








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