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 Europe Growth Fund
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Classes A, B, and M shares.
3. Investment Company Act File Number: 811-5693
Securities Act File Number: 33-25658
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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:
NONE
9. Number and aggregate sale price of securities sold during
the fiscal year:
62,795,071 shares; $1,074,486,716
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
62,795,071 shares; $1,074,486,716
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):
1,324,863 shares; $21,272,262
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $1,074,486,716
(from Item 10):
(ii) Aggregate price of shares issued in $21,272,262
connection with dividend reinvestment plans
(from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or $802,839,430
repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or NONE
repurchased and previously applied as a
reduction to filing fees pursuant to Rule 24e-2
(if applicable):
(v) Net aggregate price of securites sold and $292,919,548
issued during the fiscal year in reliance on
Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of 1/33rd of 1%
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $88,763.50
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).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: August 28, 1997
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: August 19, 1997
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-
2624 (617) 951-7000
August 19, 1997
Putnam Europe Growth 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 June 30, 1997 of 62,795,071 shares
of beneficial interest (the "Shares") of Putnam Europe Growth
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 62,520,408 of the Shares had
been recorded as issued and that the appropriate consideration
therefor as provided in your Bylaws had been received at June
30, 1997, and that 274,663 of the Shares had been recorded as
sold and issued on your books at June 30, 1997, but that at
that date payment had not been received and was not then due in
the ordinary course of business.
August 19, 1997
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
274,663 Shares for which payment had not been received at June
30, 1997 and was not then due in the ordinary course of
business,
were fully paid and nonassessable by the Fund at June 30, 1997.
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
