PUTNAM INTERMEDIATE TAX EXEMPT FUND
N-8A, 1994-03-14
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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM N-8A

                    NOTIFICATION OF REGISTRATION FILED
                      PURSUANT TO SECTION 8(A) OF THE
                      INVESTMENT COMPANY ACT OF 1940

     The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and
pursuant to the provisions of Section 8(a) of the Investment
Company Act of 1940 and in connection with such notification of
registration submits the following information:

                         -------------------------

                              Name:  Putnam Intermediate Tax
                                        Exempt Fund

Address of Principal 
Business Office
(No. and Street, City,
State, Zip Code):             One Post Office Square, Boston,
                              Massachusetts 02109

Telephone Number
(including area code):        (617) 292-1000

Name and address of
agent for service
of process:                   John R. Verani
                              Vice President
                              Putnam Intermediate Tax Exempt Fund
                              One Post Office Square
                              Boston, Massachusetts  02109

                              Copy to:

                              John W. Gerstmayr, Esq.
                              Ropes & Gray
                              One International Place
                              Boston, Massachusetts  02110
<PAGE>
Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940 concurrently
with the filing of Form N-8A:

                ----           ----
          Yes  / X /     No   /   /
               ----           ----

                                 SIGNATURE


     A copy of the Agreement and Declaration of Trust of Putnam
Intermediate Tax Exempt Fund is on file with the Secretary of
State of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trust by
an officer of the Trust as officer and not individually and that
the obligations of or arising out of this instrument are not
binding upon any of the Trustees, officers, or shareholders
individually but are binding only upon the assets of the Trust.

     Pursuant to the requirements of the Investment Company Act
of 1940, the Registrant has caused this notification of
registration to be duly signed on its behalf in the City of
Boston and The Commonwealth of Massachusetts on the 14th day of
March, 1994.



SEAL
               Signature:     Putnam Intermediate Tax Exempt Fund
                              (Name of Registrant)

                              /s/ Gordon H. Silver
                              --------------------------------
                              Gordon H. Silver, Vice President
                              (Name of director, trustee or
                              officer signing on behalf of
                              Registrant)


ATTEST

                      By:     /s/ Beverly Marcus
                              --------------------------------
                              Beverly Marcus
                              Clerk



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