PUTNAM DIVIDEND INCOME FUND
N-30D, 1994-09-01
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Putnam 
Dividend 
Income Fund 

ANNUAL REPORT 
June 30,1994 

(Balance Scales) 
BOSTON-LONDON-TOKYO

<PAGE>


Performance highlights
Morningstar, an independent mutual fund research firm, noted in its 5/6/94 
analysis of Putnam Dividend Income Fund that "this fund's defensive stance 
and solid dividend make it quite tempting now; even non-corporate investors 
might find it a good deal." 

The Scott Letter, a closed-end fund investment newsletter, noted a BUY 
recommendation for this fund in its July/August 1994 issue which examined 28 
specialized equity funds based on net asset value as of 5/8/94. 

Performance should always be considered in light of a fund's investment 
strategy. Putnam Dividend Income Fund is for investors seeking a high level 
of current income, tax advantaged for eligible corporations consistent with 
preservation of capital through a diversified portfolio of preferred and 
common stocks. 

FISCAL 1994 RESULTS AT A GLANCE 

<TABLE>
<CAPTION>                                                                                
Total return (common shares):                                         NAV          Market price
<S>                             <C>       <C>        <C>              <C>            <C>
............................................................................................... 
12 months ended 6/30/94 
  (change in value during period plus 
  reinvested distributions)                                           -0.66%           -6.78% 
Share value:                                                          NAV          Market price 
............................................................................................... 
6/30/93                                                               $12.39            $11.875 
6/30/94                                                                10.84              9.750 
                                                          Capital gains(1) 
Distributions:                                        Long-           Short-            
                                No.       Income      term            term                Total 
.............................................................................................. 
Common shares                   12        $1.044      $0.325          $0.058             $1.427 
Current return:                                                       NAV          Market price 
............................................................................................... 
(end of period) 
Current dividend rate(2)                                             7.20%                8.00% 
Taxable equivalent 
  (for corporate investors)(3)                                       9.91                11.02 
</TABLE>
Performance data represent past results. For performance over longer periods, 
see pages 8 and 9. 
(1) Capital gains are taxable. Investment income may be 
subject to state and local taxes. 
(2) Income portion of most recent distribution, annualized and divided by NAV 
or market price at end of period. 
(3) Assumes a corporation taxed at the 35% federal tax rate and that 100% of 
the fund's distributions qualify for the 70% corporate dividends-received 
deduction. For some investors, investment income may also be subject to the 
federal Alternative Minimum Tax. 

<PAGE>


From the Chairman 

Dear Shareholder: 
(Photo of George Putnam) 
(c) Karsh, Ottawa 

The world's financial markets traversed a somewhat erratic course during the 
first six months of 1994, a reminder that markets are always shifting and 
sometimes do so dramatically. Even though most of these markets are now 
demonstrating more stability, a lingering nervousness seems to ignore the 
strengthening fundamentals emerging in the world's major economies. 

In the United States, which has the most mature recovery, higher interest 
rates have successfully quelled inflation with no evidence yet of a harmful 
slowdown in business. Healthy corporate earnings levels offer more positive 
news. In Japan and Europe, the beginnings of an equally inflation-free 
recovery appear to be taking hold. 

We believe the current nervousness overanticipates future interest rate 
increases. But the dollar now poses a new concern as it loses ground to other 
currencies. In Putnam Management's view, if the dollar continues to slump and 
the economy fails to slow to a sustainable rate, we may see another rate 
increase in response. 

Experienced investors know the markets will take time to settle down. 
Meanwhile, we should point out that declines in the market have traditionally 
paved the way for gains that more than made up for losses in a downturn. 

Respectfully yours, 

(Signature of George Putnam) 

George Putnam 

Chairman of the Trustees 
August 17, 1994 

<PAGE>


Report from the fund manager 
Jeanne L. Mockard 

The great bull market for fixed-income investments came to an end last 
October, but it wasn't until February of this year that the proverbial last 
shoe dropped. On February 4, 1994, the Federal Reserve Board, in an attempt 
to restrict what some considered an overly accommodative monetary policy, 
made the first in a series of increases in the federal funds rate. This rate, 
the bellwether for all short-term interest rates, is the rate charged on 
interbank overnight loans. The increases sent U.S. financial markets into 
something of a tailspin, and have presented income investors with challenges 
that became unfamiliar over the favorable market environment of the past 
three years. 

Putnam Dividend Income Fund's performance was affected by these events, as 
reflected in the summary on page 2. However, the fund held up relatively well 
compared with many of its competitors. This relative outperformance is 
attributable to several defensive measures taken by Putnam Management in 
anticipation of the market downturn. 

LEVERAGE REDUCED SUBSTANTIALLY; DIVIDEND 
MODERATELY AFFECTED 

The fund has maintained a leveraged component in the portfolio throughout its 
history. The interest rate environment of 1991-1993, with its wide spread 
between short- and long-term rates, was ideal for leverage. The fund was able 
to borrow money at low short-term rates and reinvest it at higher long-term 
rates, profiting from the difference between the two. 

Eliminating two thirds of the fund's leverage was our most important 
strategic response to rising interest rates. In late 1993, sensing that 
interest rates had bottomed, we began making plans to reduce the fund's 
reliance on these techniques. We completed the first reduction of $24 million 
in January. However, in order to protect the fund from further increases in 
short-term rates, we reduced the leverage in June by another $25 million. By 
the end of June, we had reduced the fund's total leveraged position to $25 

<PAGE>


million or 18% of the portfolio, compared with $74 million or 36% of the 
portfolio at the end of 1993. 

Thus far, the reduction in leverage has resulted in only one modest reduction 
in the fund's monthly dividend. A 1 cent reduction accompanied the initial 
decrease in leverage. June's decrease did not necessitate another dividend 
reduction because the fund's portfolio earnings continued to cover current 
payment levels. 

The fund continued to provide 100% qualifying income for the 70% corporate 
dividends-received deduction, maintaining a significant tax advantage for our 
corporate shareholders. (The current dividend rate and its taxable equivalent 
for corporations can be found on page 2.) 

DEFENSIVE HOLDINGS INCREASED 

In addition to leverage reduction, another part of our defensive game plan 
was to reduce the fund's perpetual preferred stock holdings and replace them 
with sinking fund and adjustable-rate preferred (ARP) stocks. 

Although technically an equity security, a perpetual preferred stock behaves 
like a fixed-income investment because of its fixed dividend rate. The word 
"perpetual" indicates the absence of a maturity date. In a rising interest 
rate environment, perpetual preferreds will tend to be more volatile than 
securities offering some assurance of future redemption.  

(Bar Chart of Top Industry Sectors) 
Top Industry Sectors
 
<TABLE>
<S>                <C>
Electric utilities 34.9% 
Banks              18.7%
Combined utilities 17.1%
Insurance           6.7%
Oil services        6.0%
</TABLE>

Industry breakdowns reflect both common and preferred stock holdings. Based 
on net assets on 6/30/94.

<PAGE>


Sinking-fund preferred stocks provide that assurance. They contain provisions 
requiring the issuing corporation to set aside funds periodically to retire 
the issue at some future point. This de facto maturity gives them greater 
stability than a perpetual preferred. As of June 30, 1994, 28% of the fund 
was invested in sinking-fund preferred stocks. 

Adjustable-rate preferred stocks tend to be even more stable than 
sinking-fund preferred stocks in rising rate environments, because ARP 
dividends adjust periodically to reflect changes in short-term interest 
rates. Compared to fixed-rate securities, whose values decline when interest 
rates rise, ARPs can offer greater price stability. At the end of June, the 
fund had an approximate 25% stake in ARPs. 

UTILITY COMMONS OFFER VALUE; 
DEFENSIVE APPROACH TO CONTINUE 

With the Dow Jones and S&P(R) Utility Averages down 27.62% and 7.39%, 
respectively, for the year ended June 30, 1994, the common stocks of public 
utility companies have clearly taken a beating. The fund normally holds few 
utility common stocks and, fortunately, held almost none during this spring's 
sell-off. However, with prices for the group greatly depressed, we view this 
as an excellent buying opportunity and had increased the fund's weighting to 
about 5.8% of assets by fiscal year's-end. 

Looking ahead, we plan to continue the defensive posture adopted in late 
1993. Although the interest rate outlook remains uncertain, we have reduced 
the fund's exposure to rising rates and have therefore reduced its overall 
risk level. We monitor the spread between short- and long-term rates on a 
daily basis and will continue to evaluate the use of the remaining leverage 
in that light. 

<PAGE>


TOP 10 HOLDINGS (6/30/94) 
<TABLE>
<CAPTION>
<S>                                                                       <C>
Company                                                                   Type Of Investment 
.................................................................................................................................

McDermott, Inc. Sinking Fund Ser. B, $2.60 pfd. 
Oil services company                                                      Sinking fund preferred stock 
.................................................................................................................................
First Chicago Corp. $3.50, ARP 
Bank holding company                                                      Adjustable-rate preferred stock 
.................................................................................................................................
Georgia Power Co. Ser. 93-2, $1.375, ARP 
Electric utility                                                          Adjustable-rate preferred stock 
.................................................................................................................................
Chemical Banking Corp. Ser. L, $6.17, ARP 
Bank holding company                                                      Adjustable-rate preferred stock 
.................................................................................................................................
Detroit Edison Co. $1.9375 dep. shs. pfd. 
Electric utility                                                          Preferred stock 
.................................................................................................................................
Boise Cascade Corp. Ser. F, $2.35, dep. shs. pfd. 
Forest Products                                                           Preferred stock 
.................................................................................................................................
Delmarva Power & Light $1.937, pfd. 
Combined utility                                                          Preferred stock 
.................................................................................................................................
 
Texas Utilities Electric Co. Ser. B, $0.4513 dep. shs. pfd. 
Electric utility                                                          Preferred stock 
.................................................................................................................................
Bankers' Trust New York Corp. Ser. Q, $1.58, ARP 
Wholesale banker                                                          Adjustable-rate preferred stock 
.................................................................................................................................
 
Connecticut Light and Power Co. Sinking Fund, Ser. 92, $3.615 pfd. 
Electric utility                                                          Sinking fund preferred stock 
</TABLE>

These holdings represent 24% of the fund's net assets. Portfolio holdings are 
subject to change. 

Nearly 88% of the fund's investments are in preferred stocks. These are 
divided among perpetuals, sinking funds, and ARPs. With this marketplace as 
the fund's primary focus, we will continue to take a long-term, 
value-oriented approach. 

Our goals for the balance of 1994 are simple: to provide our shareholders -- 
both corporate and individual -- with above- average income and low 
share-price volatility relative to other investments. 

<PAGE>


Performance summary 

This section provides, at a glance, information about your fund's 
performance. Total return shows how the value of the fund's shares changed 
over time, assuming you held the shares through the entire period and 
reinvested all distributions back into the fund. We show total return in two 
ways: on a cumulative long-term basis and on average how the fund might have 
grown each year over varying periods. For comparative purposes, we show how 
the fund performed relative to appropriate indexes and benchmarks. 

TOTAL RETURN FOR PERIODS ENDING 6/30/94 
<TABLE>
<CAPTION>
                                                    S&P 500 
(Common Shares)         NAV         Market price     Index        CPI 
<S>                     <C>         <C>             <C>          <C>
1 year                  -0.66%        -6.78%         1.43%        2.49% 
3 years                 46.77         29.91         30.59         8.82 
Annual average          13.64          9.11          9.30         2.86 
Life of fund            63.49         33.28         48.65        18.40 
(since 9/28/89)                    
Annual average          10.90          6.24          8.70         3.62 
</TABLE>

Performance data represent past results. Investment returns and principal 
value will fluctuate so an investor's shares, when sold, may be worth more or 
less than their original cost. Fund performance data do not take into account 
any adjustment for taxes payable on reinvested distributions. 

<PAGE>


TERMS AND DEFINITIONS 

Net asset value (NAV) is the value of all your fund's assets, minus any 
liabilities, the liquidation preference and cumulative undeclared dividends 
paid on the auction preferred shares, divided by the number of oustanding 
common shares. 

Market price is the current trading price of one share of the fund. Market 
prices are set by transactions between buyers and sellers on the New York 
Stock Exchange. 

COMPARATIVE BENCHMARKS 

Standard & Poor's(R) 500 Index is an unmanaged list of common stocks that is 
frequently used as a general measure of stock market performance. The index 
assumes reinvestment of all distributions and does not take into account 
brokerage commissions or other costs. The fund's portfolio contains 
securities that do not match those in the index. 

Consumer Price Index (CPI) is a commonly used measure of inflation; it does 
not represent an investment return. 

<PAGE>


Report of Independent Accountants 
For the Year Ended June 30, 1994 

To the Trustees and Shareholders of 
Putnam Dividend Income Fund 

We have audited the accompanying statement of assets and liabilities of 
Putnam Dividend Income Fund, including the portfolio of investments owned, as 
of June 30, 1994, and the related statement of operations for the year then 
ended, the statement of changes in net assets for each of the two years in 
the period then ended, and the "Financial Highlights" for each of the four 
years in the period then ended, and for the period September 28, 1989 
(commencement of operations) to June 30, 1990. These financial statements and 
"Financial Highlights" are the responsibility of the fund's management. Our 
responsibility is to express an opinion on these financial statements and 
"Financial Highlights" based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
"Financial Highlights" are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of June 30, 1994, by correspondence with the custodian 
and brokers. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits provide 
a reasonable basis for our opinion. 

In our opinion, the financial statements and "Financial Highlights" referred 
to above present fairly, in all material respects, the financial position of 
Putnam Dividend Income Fund as of June 30, 1994, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended, and the "Financial Highlights" for 
each of the four years in the period then ended, and for the period September 
28, 1989 (commencement of operations) to June 30, 1990, in conformity with 
generally accepted accounting principles. 

                                                     Coopers & Lybrand L.L.P. 
Boston, Massachusetts 
August 15, 1994 

<PAGE>


Portfolio of investments owned 
June 30, 1994 
<TABLE>
<CAPTION>
<C>             <S>                                  <C>
Preferred Stocks (87.9%)(a) 
Number of Shares                                            Value 
Electric Utilities (32.5%) 
     77,000     Alabama Power Co. Ser. 93-A, 
                $1.25 Preferred (pfd.)                $ 1,867,250 
      9,516     Arkansas Power & Light Co. 
                Sinking Fund, $8.52, Preferred 
                (pfd.)                                    959,927 
      9,950     Cleveland Electric 
                Illuminating Co. Sinking Fund, 
                Ser. M, $7.00, Adjustable Rate 
                Preferred (ARP)                           955,200 
     10,000     Commonwealth Edison Co. 
                Sinking Fund, $9.00, pfd.               1,018,750 
     50,000     Connecticut Light & Power Co. 
                Sinking Fund, Ser. 92, $3,615, 
                pfd.                                    2,437,500 
    140,000     Detroit Edison Co. $1.9375, 
                dep. shs. pfd                           3,290,000 
      8,500     Detroit Edison Co. $7.45, pfd.            748,000 
     21,000     Duke Power Co. Sinking Fund, 
                Ser. R, $7.50, pfd.                     2,110,500 
      6,600     Duke Power Co. Ser. A, $5.66, 
                ARP                                       651,750 
     90,000     Georgia Power Co. Ser. 93, 
                $1.50, ARP                              2,171,250 
     50,000     Georgia Power Co. $1.9875, 
                pfd.                                    1,225,000 
    145,000     Georgia Power Co. Ser. 93-2, 
                $1.375, ARP                             3,552,500 
      8,916     Gulf States Utilities Co. 
                $7.56, pfd.                               773,462 
     10,000     Indiana Michigan Power Co. 
                Sinking Fund, $5.90, pfd.                 878,750 
      9,000     Louisiana Power & Light Co. 
                Sinking Fund, $7.00, pfd.                 910,125 
     43,000     Mississippi Power Co. $1.6116, 
                dep. shs. pfd.                            870,750 
     15,200     Niagara Mohawk Power Corp. 
                Ser. A, $1.625, ARP                       353,400 
      6,600     Northern States Power Co. Ser. 
                A, $5.56, ARP                             619,575 
      6,600     Northern States Power Co. Ser. 
                B, $5.72, ARP                             638,550 
     20,000     Ohio Power Co. Sinking Fund, 
                $6.35, pfd.                             1,835,000 
     12,350     PacifiCorp Sinking Fund, 
                $7.48, pfd.                             1,270,506 
     13,300     PacifiCorp Sinking Fund, 
                $7.12, pfd.                           $ 1,266,825 
     10,000     Pacific Enterprises, $7.64, 
                pfd.                                      905,000 
     15,000     Pennsylvania Power & Light Co. 
                Sinking Fund, $6.33, pfd.               1,410,000 
     40,000     Puget Sound Power & Light Co. 
                Ser. B, $1.508, ARP                       960,000 
     15,000     Southern California Edison Co. 
                Sinking Fund, $6.45, pfd.               1,470,000 
      6,700     Texas Utilities Electric Co. 
                Sinking Fund, $10.375, pfd.               720,250 
     21,400     Texas Utilities Electric Co. 
                Ser. B, $7.00, ARP                      2,091,850 
     66,000     Texas Utilities Electric Co. 
                Ser. A, $0.468, dep. shs. pfd.          1,443,750 
    121,000     Texas Utilities Electric Co. 
                Ser. B, $0.4513, dep. shs. 
                pfd.                                    2,510,750 
     13,604     Virginia Electic & Power Co. 
                Sinking Fund, $7.30, pfd.               1,331,493 
      6,180     Virginia Electric & Power Co. 
                $7.20, pfd.                               590,963 
     15,000     Virginia Electric & Power Co. 
                Sinking Fund, $6.35, pfd.               1,515,000 
     10,000     Virginia Electric & Power Co. 
                Sinking Fund, $5.58, pfd.                 975,000 
                                                       46,328,626 
Banks (18.7%) 
     10,000     Ahmanson (H.F.) & Co. Ser. B, 
                $2.40, dep. shs. pfd.                     261,250 
     20,000     Bank of Boston Corp. Ser. E, 
                $2.15, dep. shs. pfd.                     492,500 
     38,200     BankAmerica Corp. Ser. K, 
                $2.09375, pfd.                            950,225 
     18,600     BankAmerica Corp. Ser. L, 
                $2.04, dep. shs. pfd.                     451,050 
    100,000     Bankers Trust New York Corp. 
                Ser. Q, $1.58, ARP                      2,487,500 
     80,000     Chase Manhattan Corp. Ser. N, 
                $1.5575, ARP                            1,970,000 
     25,100     Chase Manhattan Corp. $2.71, 
                pfd.                                      743,588 

<PAGE>


Number of Shares                                            Value
     19,000     Chase Manhattan Corp. Ser. H, 
                $2.44, pfd.                           $   532,000 
     74,800     Chase Manhattan Corp. Ser. M, 
                $2.10, pfd.                             1,879,350 
     34,262     Chemical Banking Corp. Ser. L, 
                $6.17, ARP                              3,331,980 
     28,000     Chemical Banking Corp. $1.98, 
                dep. shs. pfd.                            682,500 
     10,000     Citicorp Ser. 8-B, $8.75, pfd.            955,000 
     13,000     Citicorp Ser. 3, $7.00, ARP             1,235,000 
     18,500     Citicorp Ser. 9, $2.28, pfd.              471,750 
     99,484     First Chicago Corp. $3.50, ARP          4,974,200 
     58,300     First Interstate Bancorp Ser. 
                F, $2.46875, dep. shs. pfd.             1,537,660 
     26,100     Great Western Financial Corp. 
                $2.075, dep. shs. pfd.                    642,712 
     44,000     Republic New York Corp. Ser. 
                B, $3.25, ARP                           2,178,000 
     40,000     Sumitomo Bank Ltd. Ser. A, 
                $2.03125, dep. shs. pfd.                  890,000 
                                                       26,666,265 
Combined Utilities (14.5%) 
      9,694     Baltimore Gas & Electric Co. 
                Sinking Fund, Ser. 87, $6.75, 
                pfd.                                      872,460 
     10,000     Baltimore Gas & Electric Co. 
                Ser. 93, $6.70, pfd.                      846,250 
     20,000     Cincinnati Gas & Electric Co. 
                Sinking Fund, $7.875, pfd.              2,115,000 
    120,000     Delmarva Power & Light $1.937, 
                pfd.                                    2,925,000 
     50,000     Long Island Lighting Co. 
                Sinking Fund, Ser. NN, $1.95, 
                pfd.                                      950,000 
     27,000     New York State Electric & Gas 
                Corp. Ser. B, $1.52, ARP                  654,750 
      5,581     Peco Energy Sinking Fund, Ser. 
                21, $9.875, pfd.                          546,240 
     20,000     Peco Energy Sinking Fund, 
                $6.12, pfd.                             1,890,000 
      7,000     Public Service Colorado, 
                $7.15, pfd.                               621,250 
     24,000     Public Service Electric & Gas 
                Co. Sinking Fund, $7.44, pfd.           2,448,000 

Number of Shares                                            Value
     20,000     Rochester Gas & Electric Co. 
                Sinking Fund, $6.60, pfd.             $ 1,900,000 
     40,000     San Diego Gas & Electric Co. 
                Sinking Fund, $1.7625, pfd.             1,000,000 
     20,550     West Penn Power Co. Ser. J, 
                $8.20, pfd.                             2,055,000 
     18,800     Western Resources, Inc. 
                Sinking Fund, $7.58, pfd.               1,936,400 
                                                       20,760,350 
Insurance (6.7%) 
     75,000     Aon Corp. $2.00, pfd.                   1,762,500 
     48,000     Progressive Corp. Ser. A, 
                $2.34375, pfd.                          1,230,000 
     36,000     Provident Life & Accident 
                Insurance Co. $2.025, dep. 
                shs. pfd.                                 873,000 
     18,000     SunAmerica Inc. Ser. C, $7.10, 
                ARP                                     1,694,250 
     50,000     SunAmerica Inc. Ser. B, 
                $2.3125, pfd.                           1,287,500 
     26,000     Transamerica Corp. Ser. D, 
                $2.125, dep. shs. pfd.                    656,500 
     80,000     Travelers Corp. Ser. D, 
                $2.3125, dep. shs. pfd.                 2,080,000 
                                                        9,583,750 
Oil Services (6.0%) 
    111,000     LASMO PLC ADS Ser. A, $2.50, 
                pfd. (b)                                2,303,250 
    190,537     McDermott Inc. Sinking Fund, 
                Ser. B, $2.60, pfd.                     5,811,379 
     10,000     USX Corp. $3.90, ARP                      492,500 
                                                        8,607,129 
Finance (2.4%) 
     40,000     Bear Stearns & Co. Ser. A, 
                $2.825, ARP                             1,900,000 
     17,800     Bear Stearns & Co. Ser. B, 
                $1.97, dep. shs. pfd.                     409,400 
     20,000     Household International, Inc. 
                Ser. 93-A, $1.8375 dep. shs. 
                pfd.                                      452,500 
     25,000     Morgan Stanley Inc. $2.22, 
                dep. shs. pfd.                            634,375 
                                                        3,396,275 
Forest Products (2.1%) 
    120,000     Boise Cascade Corp. Ser. F, 
                $2.35, dep. shs. pfd.                   2,940,000 


<PAGE>


Number of Shares                                            Value
Automobiles (1.2%) 
     65,500     General Motors Corp. Ser. B, 
                $2.28125 dep. shs. pfd.              $  1,703,000 
Business Services (1.1%) 
     67,000     IBM Corp. $1.875, dep. shs. 
                pfd.                                    1,566,125 
Broadcasting (0.8%) 
     49,000     Newscorp Overseas Corp. Ser. 
                A, $2.16, pfd.                          1,090,250 
Health Care (0.7%) 
     10,000     Rhone Poulenc Rorer Ser. 3, 
                $5.84, dep. shs. pfd.                     937,500 
Transportation (0.6%) 
     40,000     Amerco Ser. A, $2.125, pfd.               915,000 
Paper (0.3%) 
     20,000     James River Corp. Ser. O, 
                $2.0625, dep. shs. pfd.                   460,000 
Gas Utilities (0.3%) 
     15,000     Phillips Gas Co. Ser. A, 
                $2.33, pfd.                               391,875 
                Total Preferred Stocks (cost 
                $130,930,242)                        $125,346,145 
Common Stocks (8.2%) (a) 
Number of Shares                                            Value 
Combined Utilities (2.5%) 
     45,000     Baltimore Gas & Electric Co.         $    956,250 
     40,000     Delmarva Power & Light Co.                725,000 
     70,000     Western Resources, Inc.                 1,881,250 
                                                        3,562,500 
Electric Utilities (2.4%) 
     50,000     FPL Group, Inc.                         1,493,750 
     20,000     Houston Industries Inc.                   652,500 
     42,000     Texas Utilities Co.                     1,317,750 
                                                        3,464,000 
Tobacco (1.4%) 
     40,000     Philip Morris Cos., Inc.                2,060,000 
Retail (1.0%) 
     50,000     K mart Corp.                              775,000 
     40,000     Woolworth Corp.                           635,000 
                                                        1,410,000 
Number of Shares                                            Value
Telephone Utilities (0.6%) 
     22,000     NYNEX Corp.                          $    833,250 
Gas Utilities (0.3%) 
     21,000     UGI Corp. (New)                           417,375 
                Total Common Stocks (cost 
                $14,360,716)                         $ 11,747,125 
Convertible Preferred Stocks (1.5%) (a) (cost $2,080,000) 
Number of Shares                                            Value 
     40,000     Unocal Corp. $3.50, cv. 
                pfd. (c)                             $  2,170,000 
Short-Term Investments (2.1%) (a) 
  (cost $2,950,000) 
Principal Amount                                            Value 
 $2,950,000     Interest in $410,000,000 
                joint repurchase agreement 
                dated June 30, 1994 with 
                Goldman Sachs & Co., Inc., 
                due July 1, 1994 with respect 
                to various U.S. Treasury obliga- 
                tions--maturity value of 
                $2,950,348 for an effective 
                yield of 4.25%                         $2,950,000 
                Total Investments 
                (cost $150,320,958)(d)               $142,213,270 
</TABLE>

(a) Percentages indicated are based on total net assets of $142,628,559. Net 
assets available to common shareholders are $117,326,104, which correspond to 
a net asset value per common share of $10.84. 

(b) Security whose value is determined or significantly influenced by trading 
on exchanges not in the United States or Canada. ADS after the name of a 
foreign holding stands for American Depository Shares, representing ownership 
of foreign securities on deposit with a domestic custodian bank. 

(c) Security exempt from registration under Rule 144A of the Securities Act 
of 1933. This security may be resold in transactions exempt from 
registration, normally to qualified institutional buyers. At June 30, 1994, 
this security amounted to $2,170,000 or 1.5% of total net assets. 

(d) The aggregate identified cost on a federal income tax basis is 
$150,393,894, resulting in gross unrealized appreciation and depreciation of 
$1,357,166 and $9,537,790 respectively, or net unrealized depreciation of 
$8,180,624. 

The accompanying notes are an integral part of these financial 
statements. 

<PAGE>


Statement of assets and liabilities 
June 30, 1994 

<TABLE>
<CAPTION>
Assets 
<S>                                                                                 <C>
Investments in securities, at value (identified cost $150,320,958) (Note 1)         $142,213,270 
Cash                                                                                         368 
Dividends receivable                                                                   1,453,586 
Unamortized organization expenses (Note 1)                                                 2,839 
Total assets                                                                         143,670,063 
Liabilities 
Distributions payable to shareholders                                               $    703,382 
Payable for compensation of Manager (Note 3)                                             314,819 
Payable for administrative services (Note 3)                                               2,349 
Payable for compensation of Trustees (Note 3)                                                348 
Payable for investor servicing and custodian fees (Note 3)                                12,612 
Other accrued expenses                                                                     7,994 
Total liabilities                                                                      1,041,504 
Net assets                                                                          $142,628,559 
Represented by 
Series A auction preferred shares, without par value, 740 shares authorized 
  (250 shares issued at $100,000 per share liquidation preference) (Note 2)         $ 25,000,000 
Common shares, without par value; unlimited shares authorized; 10,821,255 
  shares outstanding                                                                 122,964,125 
Distributions in excess of net investment income                                        (703,381) 
Accumulated net realized gain on investment transactions                               3,475,503 
Net unrealized depreciation of investments                                            (8,107,688) 
Net assets                                                                          $142,628,559 
Computation of net asset value 
Auction preferred shares at liquidation preference                                  $ 25,000,000 
Cumulative undeclared dividends on auction preferred shares                              302,455 
Net assets allocated to auction preferred shares at liquidation preference            25,302,455 
Net assets available to common shares: net asset value per common share 
  $10.84 ($117,326,104 divided by 10,821,255 shares)                                 117,326,104 
Net assets                                                                          $142,628,559 
</TABLE>

The accompanying notes are an integral part of these financial statements. 

<PAGE>


Statement of operations 
Year ended June 30, 1994 

<TABLE>
<CAPTION>
<S>                                                                       <C>
Investment income: 
Dividends (net of foreign tax of $45,177)                                 $ 13,907,394 
Interest                                                                       106,562 
Total investment income                                                     14,013,956 
Expenses: 
Compensation of Manager (Note 3)                                          $  1,442,475 
Investor servicing and custodian fees (Note 3)                                  59,672 
Compensation of Trustees (Note 3)                                               13,921 
Auditing                                                                        47,609 
Legal                                                                            6,676 
Postage                                                                         29,662 
Administrative services (Note 3)                                                 6,889 
Reports to shareholders                                                         49,095 
Amortization of organization expenses (Note 1)                                  16,155 
Preferred stock auction fees                                                   159,999 
Other expenses                                                                  13,436 
Total expenses                                                               1,845,589 
Net investment income                                                       12,168,367 
Net realized gain on investments (Notes 1 and 4)                             3,759,973 
Net realized loss on options (Notes 1 and 4)                                  (145,253) 
Net unrealized depreciation of investments and options during the 
  year                                                                     (15,083,349) 
Net loss on investments                                                    (11,468,629) 
Net increase in net assets resulting from operations                      $    699,738 
</TABLE>

The accompanying notes are an integral part of these financial statements. 

<PAGE>


Statement of changes in net assets 

<TABLE>
<CAPTION>
                                                                     Year ended June 30 
                                                                     1994                1993 
<S>                                                          <C>                 <C>
Increase (decrease) in net assets 
Operations: 
Net investment income                                        $ 12,168,367        $ 14,549,146 
Net realized gain on investments                                3,759,973           8,385,175 
Net realized gain (loss) on options                              (145,253)            206,743 
Net unrealized appreciation (depreciation) of 
investments and options                                       (15,083,349)          1,329,016 
Net increase in net assets resulting from: operations             699,738          24,470,080 
Distributions to auction preferred shareholders from: 
Net investment income                                          (1,705,478)         (2,239,359) 
Net increase (decrease) in net assets resulting from 
operations applicable to common shareholders 
(excluding cumulative undeclared dividends on auction 
preferred shares of $302,455 and $5,652, 
respectively)                                                  (1,005,740)         22,230,721 
Distributions to common shareholders from: 
Net investment income                                         (11,297,391)        (11,603,834) 
Net realized gain on investments                               (4,144,541)                 -- 
Increase (decrease) from capital share transactions 
(Note 2): 
 Common shares                                                         --           1,724,322 
 Auction preferred shares                                     (49,000,000)                 -- 
Total increase (decrease) in net assets                       (65,447,672)         12,351,209 
Net assets 
Beginning of year                                             208,076,231         195,725,022 
End of year (including Distributions in excess of net 
investment income/undistributed net investment income 
of $703,381 and $1,077,189, respectively)                    $142,628,559        $208,076,231 
Number of fund shares 
Common shares outstanding at beginning of year                 10,821,255          10,675,998 
Common shares issued in connection with reinvestment of 
distributions                                                          --             145,257 
Common shares outstanding at end of year                       10,821,255          10,821,255 
Auction preferred shares outstanding at beginning of 
year                                                                  740                 740 
Preferred shares repurchased                                         (490)                 -- 
Auction preferred shares outstanding at end of year                   250                 740 
</TABLE>

The accompanying notes are an integral part of these financial statements. 

<PAGE>


Financial Highlights* 
(For a share outstanding throughout the period) 
<TABLE>
<CAPTION>
                                                                                                    For the period 
                                                                                                September 28, 1989 
                                                                                                      commencement 
                                                                                                  of operations to 
                                                  Year ended June 30                                       June 30 
                                             1994          1993          1992          1991                   1990 
<S>                                      <C>           <C>           <C>           <C>                    <C>
Net asset value, 
beginning of period                      $  12.39      $  11.38      $  10.21      $  10.26               $  11.51+ 
Investment operations: 
Net investment income                        1.13          1.35          1.49          1.65                   1.36 
Net realized and unrealized gain 
(loss) on investments                       (1.13)          .97          1.15           .05                  (1.31) 
Total from investment operations               --          2.32          2.64          1.70                    .05 
Less distributions from: 
Net Investment Income 
to Preferred Shareholders                   (0.16)         (.21)         (.27)         (.49)                  (.35) 
to common shareholders                      (1.04)        (1.08)        (1.19)        (1.25)                  (.92) 
Net gains on investments 
to common shareholders                      (0.38)           --            --            --                     -- 
Paid in capital (a) 
to common shareholders                         --            --            --          (.04)                    -- 
Total distributions                         (1.58)        (1.29)        (1.46)        (1.78)                 (1.27) 
Change in cumulative undeclared 
dividends on auction preferred 
shares                                        .03          (.02)         (.01)          .03                   (.03) 
Net asset value, end of period           $  10.84      $  12.39      $  11.38      $  10.21               $  10.26 
Market value, end of period (common 
shares)                                  $  9.750      $ 11.875      $ 12.000      $ 10.375               $ 10.875 
Total investment return at market 
value (common shares) (%)(b)                (6.78)         8.27         28.71          8.41                  (7.16)(c) 
Net assets, end of period (total                                                                                   
fund) (in thousands)                     $142,629      $208,076      $196,725      $182,003               $180,338 
Ratio of expenses to average net         
assets (%)(d)                                1.42          1.70          1.64          2.02                   1.96(c) 
Ratio of net investment income to 
average net assets (%)(d)                    8.06          9.65         11.14         11.67                  12.72(c) 
Portfolio turnover (%)                      73.63        166.44        160.44        197.67                 201.55(e) 
</TABLE>

* Financial Highlights for periods ended through June 30, 1992 have been 
restated to conform with requirements issued by the SEC in April, 1993. 
+ Represents initial net asset value of $11.63 less offering expenses of 
approximately $0.12. 
(a) See Note 1 to Financial statements. 
(b) Total Investment Return assumes dividend reinvestment and does not 
reflect the effect of sales charges. 
(c) Annualized. 
(d) Ratios reflect net assets available to common shares only; net investment 
income ratio also reflects reduction for dividend payments to preferred 
shareholders. 
(e) Not annualized. 

<PAGE>


Notes to financial statements 
June 30, 1994 

Note 1 
Significant accounting policies 

The fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified, closed-end management investment company. The fund's 
objective is to seek high current income eligible for dividends received 
deduction allowed to corporations under Section 243 (C1) of the Internal 
Revenue Code, consistent with preservation of capital by investing in a 
portfolio of preferred and common equity securities. The fund will invest at 
least 65% of its total assets in dividend-paying securities. Preferred stocks 
will be rated "investment grade" at the time of investment or, if not rated, 
will be of comparable quality as determined by Putnam Management. The fund 
also uses leverage by issuing preferred shares in an effort to increase the 
income to the common shares. 

The following is a summary of significant accounting policies consistently 
followed by the fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles. 

A) Security valuation Investments for which market quotations are readily 
available are stated at market value, which is determined using the last 
reported sale price, or, if no sales are reported -- as in the case of some 
securities traded over-the-counter-- the last reported bid price, except that 
certain U.S. government obligations are stated at the mean between the bid 
and asked prices. Securities whose market quotations are not readily 
available are stated at fair value on the basis of valuations furnished by 
pricing services approved by the Trustees, which determine valuations for 
normal, institutional-size trading units of such securities using methods 
based on market transactions for comparable securities and various 
relationships between securities that are generally recognized by 
institutional traders. Short-term investments having remaining maturities of 
60 days or less are stated at amortized cost, which approximates market 
value, and other investments are stated at fair value following procedures 
approved by the Trustees. 

B) Joint trading account Pursuant to an exemptive order issued by the 
Securities and Exchange Commission, the fund may transfer uninvested cash 
balances into a joint trading account, along with the cash of other 
registered investment companies managed by Putnam Investment Management, Inc. 
("Putnam Management"), the fund's Manager, a wholly-owned subsidiary of 
Putnam Investments, Inc., and certain other accounts. These balances may be 
invested in one or more repurchase agreements and/or short-term money market 
instruments. 

C) Repurchase agreements The fund, or any joint trading account, through the 
fund's custodian, receives delivery of the underlying securities, the market 
value of which at the time of purchase is required to be in an amount at 
least equal to the resale price, including accrued interest. The fund's 
Manager is responsible for determining that the value of these underlying 
securities is at all times at least equal to the resale price, including 
accrued interest. 

<PAGE>


D) Determination of net asset value Net asset value of the common shares is 
determined by dividing the value of all assets of the fund (including accrued 
interest and dividends), less all liabilities (including accrued expenses), 
undeclared dividends on remarketed preferred shares and the liquidation value 
of any outstanding remarketed preferred shares, by the total number of common 
shares outstanding. 

E) Security transactions and related investment income Security transactions 
are accounted for on the trade date (date the order to buy or sell is 
executed). Interest income is recorded on the accrual basis and dividend 
income is recorded on the ex-dividend date. 

F) Option accounting principles When the fund writes a call or put option, an 
amount equal to the premium received by the fund is included in the fund's 
"Statement of assets and liabilities" as an asset and an equivalent 
liability. The amount of the liability is subsequently "marked- to-market" to 
reflect the current market value of the option written. The current market 
value of an option is the last sale price or, in the absence or a sale, the 
last offering price. If an option expires on its stipulated expiration date, 
or if the fund enters into a closing purchase transaction, the fund realizes 
a gain (or loss if the cost of a closing purchase transaction exceeds the 
premium received when the option was written) without regard to any 
unrealized gain or loss on the underlying security, and the liability related 
to such option is extinguished. If a written call option is exercised, the 
fund realizes a gain or loss from the sale of the underlying security and the 
proceeds of the sale are increased by the premium originally received. If a 
written put option is exercised, the amount of the premium originally 
received reduces the cost of the security which the fund purchases upon 
exercise of the option. 

The fund writes covered call options; that is, options for which it holds the 
underlying security or its equivalent. Accordingly, the risk in writing a 
call option is that the fund relinquishes the opportunity to profit if the 
market price of the underlying security increases and the option is 
exercised. In writing a put option, the fund assumes the risk of incurring a 
loss if the market price of the underlying security decreases and the option 
is exercised. 

G) Federal taxes It is the policy of the fund to distribute all of its income 
within the prescribed time and otherwise comply with the provisions of the 
Internal Revenue Code applicable to regulated investment companies. It is 
also the intention of the fund to distribute an amount sufficient to avoid 
imposition of any excise tax under Section 4982 of the Internal Revenue Code 
of 1986. Therefore, no provision has been made for federal taxes on income, 
capital gains or unrealized appreciation of securities held and excise tax on 
income and capital gains. 

H) Distributions to shareholders Distributions to common and preferred 
shareholders are recorded by the fund on the ex-dividend date. Dividends on 
each share of auction preferred shares will accumulate from its Date of 
Original Issue and will be payable, when, 

<PAGE>


and as if declared by the Board of Trustees, on the applicable Dividend 
Payment Dates. The dividend period for auction preferred Series A is a 49-day 
period. The applicable dividend rate for the auction preferred shares Series 
A at June 30, 1994 was: 2.75%. At certain times, the fund may pay 
distributions at a level rate even though, as a result of market conditions 
or investment decisions, the fund may not achieve projected investment 
results for a given period. 

The amount and character of income and gains to be distributed are determined 
in accordance with income tax regulations which may differ from generally 
accepted accounting principles. These differences include treatment of wash 
sales. Reclassifications are made to the Fund's capital accounts to reflect 
income and gains available for distribution (or available capital loss 
carryovers) under income tax regulations. For the year ended June 30, 1994, 
the Fund reclassified $572,022 to decrease undistributed net investment 
income and $572,022 to increase accumulated net realized gain on investments. 

I) Unamortized organization expenses Expenses incurred by the fund in 
connection with its organization aggregated $79,675. These expenses are being 
amortized on a straight-line basis over a period not to exceed 60 months from 
the date the fund commenced operations. 

Note 2 
Auction Preferred Shares 
On September 28, 1989, the fund issued 740 Auction Preferred Shares, Series 
A. Proceeds to the fund before underwriting expenses of $1,295,000 and 
$308,080 of offering expenses, amounted to $74,000,000. During the fiscal 
year ended June 30, 1994, a total of 490 shares were repurchased at a value 
of $49,000,000. Undeclared dividends on the Preferred Shares amounted to 
$302,455 at June 30, 1994. The Shares are redeemable at the option of the 
fund on any dividend payment date at a redemption price of $100,000 per 
share, plus an amount equal to any dividends accumulated on a daily basis but 
unpaid through the redemption date (whether or not such dividends have been 
declared). 

Under the Investment Company Act of 1940, the fund is required to maintain 
asset coverage of at least 200% with respect to the auction preferred shares 
as of the last business day of each month in which any such shares are 
outstanding. Additionally, the fund is required to meet more stringent asset 
coverage requirements under the terms of the auction preferred shares and the 
shares' rating agencies. Should these requirements not be met, or should 
dividends accrued on the auction preferred shares not be paid, the fund may 
be restricted in its ability to declare dividends to common shareholders or 
may be required to redeem certain of the auction preferred shares. At June 
30, 1994, no such restrictions have been placed on the fund. 

Note 3 
Management fee, administrative 
services, and other transactions 
Compensation of Putnam Management, for management and investment advisory 
services is paid quarterly based on the average net assets of the fund, 
including proceeds from the remarketed 

<PAGE>


preferred offering. Such fee is based on the following annual rates: 0.75% of 
the first $500 million of average net assets, 0.65% of the next $500 million, 
0.60% of the next $500 million and 0.55% of any amount over $1.5 billion. 

If dividends payable on auction preferred shares during any dividend payment 
period plus any expenses attributable to auction preferred shares for that 
period exceed the fund's net income attributable to the proceeds of the 
auction preferred shares during that period, then the fee payable to Putnam 
for that period will be reduced by the amount of the excess (but not more 
than 0.85% of the liquidation preference of the auction preferred shares 
outstanding during the period). 

The fund also reimburses the Manager for the compensation and related 
expenses of certain officers of the fund and their staff who provide 
administrative services to the fund. The aggregate amount of all such 
reimbursements is determined annually by the Trustees. For the year ended 
June 30, 1994, the fund paid $6,889 for these services. 

Trustees of the fund receive an annual Trustee's fee of $860 and an 
additional fee for each Trustees' meeting attended. Trustees who are not 
interested persons of the Manager and who serve on committees of the Trustees 
receive additional fees for attendance at certain committee meetings. 

Custodial functions for the fund are provided by Putnam Fiduciary Trust 
Company (PFTC), a subsidiary of Putnam Investments, Inc. Investor servicing 
agent functions are provided by Putnam Investor Services, a division of PFTC. 
Fees paid for these investor servicing and custodial functions for the year 
ended June 30, 1994 amounted to $59,672. 

Investor servicing and custodian fees reported in the Statement of operations 
for the year ended June 30, 1994 have been reduced by credits allowed by 
PFTC. 

Note 4 
Purchases and sales of securities 
During the year ended June 30, 1994, purchases and sales of investment 
securities other than short-term investments aggregated $133,955,362 and 
$181,654,100, respectively. In determining the net gain or loss on securities 
sold, the cost of securities has been determined on the identified cost 
basis. 

Written call option transactions during the year are summarized as follows: 

<TABLE>
<CAPTION>
                                                           Shares Subject         Premiums 
                                                                  to Call         Received 
<S>                                                               <C>            <C>
Written call options outstanding at beginning of year              25,000        $ 105,496 
Options closed                                                    (25,000)        (105,496) 
Written call options outstanding at end of year                        --        $      -- 
</TABLE>


<PAGE>


Note 5 
Share Repurchase Program 
The Trustees authorized the Fund to repurchase 740 of its Auction Preferred 
shares Series A. 

During the fiscal year ended June 30, 1994, a total of 490 shares were 
repurchased at a value of $49,000,000. 

Note 6 
Reclassification of Capital Accounts 
Effective July 1, 1993, Putnam Dividend Income Fund has adopted the 
provisions of Statement of Position (SOP) 93-2 "Determination, Disclosure and 
Financial Statement Presentation of Income, Capital Gain and Return of 
Capital Distributions, by Investment Companies." The purpose of this SOP is 
to report the accumulated net investment income (loss) and accumulated net 
realized gain (loss) accounts in such a manner as to approximate amounts 
available for future distributions (or to offset future realized capital 
gains) and to achieve uniformity in the presentation of distributions by 
investment companies. 

As a result of the SOP, the fund has reclassified $374,046 to decrease 
undistributed net investment income and increase common shares, without par 
value, by the same amount. 

These adjustments represent the cumulative amounts necessary to report these 
balances through June 30, 1993. 

<PAGE>


Selected quarterly data 
(Unaudited) 

<TABLE>
<CAPTION>
                                                             Three months ended 
                                        June 30          March 31       December 31        September 30 
                                           1994              1994              1993                1993 
<S>                                <C>               <C>               <C>                 <C>
Total investment income 
Total                              $  2,962,961      $  3,397,147      $  3,742,849        $  3,910,999 
Per Share*                         $        .28      $        .32      $        .34        $        .36 
Net investment income 
available to common 
shareholders 
 Total                             $  2,235,583      $  2,445,713      $  2,650,334        $  3,131,259 
 Per Share*                        $        .21      $        .23      $        .24        $        .29 
Net realized and unrealized 
gain (loss) on investments 
Total                              $ (4,497,249)     $ (7,942,482)     $ (3,456,693)       $  4,427,795 
Per Share*                         $       (.48)     $       (.75)     $       (.31)       $        .41 
Net increase (decrease) in 
assets resulting from 
operations 
Total                              $ (2,261,666)     $ (5,496,769)     $   (806,359)       $  7,559,054 
Per Share*                         $       (.27)     $       (.52)     $       (.07)       $        .70 
Net assets available to 
common shareholders at the 
end of the period 
Total                              $117,326,104      $121,879,941      $129,714,179        $138,962,635 
Per Share*                         $      10.84      $      11.26      $      11.99        $      12.84 
*Per common share 
</TABLE>

 
<PAGE>


<TABLE>
<CAPTION>
                                                          Three months ended 
                                        June 30          March 31       December 31        September 30 
                                           1993              1993              1992                1992 
<S>                                <C>               <C>               <C>                 <C>
Total investment income 
Total                              $  4,736,892      $  4,207,385      $  3,946,509        $  3,821,668 
Per Share*                         $        .43      $        .25      $        .42        $        .45 
Net investment income 
available to common 
shareholders 
 Total                             $  3,726,527      $  3,025,708      $  2,866,538        $  2,691,014 
 Per Share*                        $        .34      $        .18      $        .30        $        .32 
Net realized and unrealized 
gain (loss) on investments 
Total                              $    505,766      $  7,502,324      $ (1,978,886)       $  3,891,731 
Per Share*                         $        .10      $        .77      $       (.20)       $        .30 
Net increase (decrease) in 
assets resulting from 
operations 
Total                              $  4,232,292      $ 10,528,032      $    887,652        $  6,582,745 
Per Share*                         $        .44      $        .95      $        .10        $        .62 
Net assets available to 
common shareholders at the 
end of the period 
Total                              $134,070,579      $132,162,069      $123,925,485        $125,606,247 
Per Share*                         $      12.39      $      12.24      $      11.52        $      11.72 
</TABLE>


<PAGE>


Dividend Policy 

It is the fund's dividend policy to pay monthly distributions from net 
investment income and any net realized short-term gains (including gains from 
options and futures transactions). Long-term capital gains are distributed at 
least annually. In an effort to maintain a more stable level of 
distributions, the fund's monthly distribution rate will be based on Putnam 
Management's projections of the net investment income and net realized 
short-term capital gains that the fund is likely to earn over the long term. 

At the time of each distribution, shareholders are furnished Putnam 
Management's current estimate of the sources of such distribution. These 
estimates are subject to adjustment depending on investment results for the 
fund's entire fiscal year. Final information regarding such matters is 
furnished to shareholders in the fund's annual reports and in tax information 
provided following the end of each calendar year. 

<PAGE>


Federal tax information 

The distributions from investment income totaling $1.119 were designated as 
"dividend income" for federal income tax purposes. The fund has designated 
approximately 100% of the distributions as qualifying for the 
dividends-received deduction for corporations. The fund also distributed 
$0.058 per share in short-term capital gains and $0.325 in long-term capital 
gains. 

The Form 1099 you will receive in January 1995 will show the tax status of 
all distributions paid to your account in calendar 1994. 


<PAGE>


Fund information 

INVESTMENT MANAGER 
Putnam Investment Management, Inc. 
One Post Office Square 
Boston, MA 02109 

MARKETING SERVICES 
Putnam Mutual Funds Corp. 
One Post Office Square 
Boston, MA 02109 

CUSTODIAN 
Putnam Fiduciary Trust Company 

LEGAL COUNSEL 
Ropes & Gray 

INDEPENDENT 
ACCOUNTANTS 
Coopers & Lybrand L.L.P. 

TRUSTEES 
George Putnam, Chairman 
William Pounds, Vice Chairman 
Jameson Adkins Baxter 
Hans H. Estin 
John A. Hill 
Elizabeth T. Kennan 
Lawrence J. Lasser 
Robert E. Patterson 
Donald S. Perkins 
George Putnam, III 
A.J.C. Smith 
W. Nicholas Thorndike 

OFFICERS 
George Putnam 
President 

Charles E. Porter 
Executive Vice President 

Patricia C. Flaherty 
Senior Vice President 

Lawrence J. Lasser 
Vice President 

Gordon H. Silver 
Vice President 

Peter Carman 
Vice President 

Thomas Reilly 
Vice President 

Jeanne Mockard 
Vice President and Fund Manager 

William N. Shiebler 
Vice President 

John R. Verani 
Vice President 

Paul M. O'Neil 
Vice President 

John D. Hughes 
Vice President and Treasurer 

Beverly Marcus 
Clerk and Assistant Treasurer 

This report is for the information of shareholders of Putnam Dividend 
Income Fund. It may also be used as sales literature when preceded or 
accompanied by the current prospectus, which gives details of sales charges, 
investment objectives, and operating policies of the fund, and the most 
recent copy of Putnam's Quarterly Performance Summary. 

<PAGE>


PUTNAM INVESTMENTS 
The Putnam Funds 
One Post Office Square 
Boston, Massachusetts 02109 

Bulk Rate 
U.S. Postage 
Paid 
Boston, MA 
Permit No. 53749 

056-13357

<PAGE>



APPENDIX TO FORM N-30D FILINGS TO DESCRIBE DIFFERENCES BETWEEN PRINTED
AND EDGAR-FILED TEXTS:

(1)  Bold and italic typefaces are displayed in normal type.

(2)  Headers (e.g., the name of the fund) are omitted.

(3)  Certain tabular and columnar headings and symbols are displayed 
     differently in this filing.

(4)  Bullet points and similar graphic signals are omitted.

(5)  Page numbering is omitted.

(6)  Trademark symbol replaced with (TM)
     



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