EX-99

77E
Regulatory matters and litigation.  On April 8, 2004, Putnam
Management entered into agreements with the Securities and
Exchange Commission and the Massachusetts Securities
Division representing a final settlement of all charges
brought against Putnam Management by those agencies on
October 28, 2003 in connection with excessive short-term
trading by Putnam employees and, in the case of the charges
brought by the Massachusetts Securities Division, by
participants in some Putnam-administered 401(k) plans.  The
settlement with the SEC requires Putnam Management to pay $5
million in disgorgement plus a civil monetary penalty of $50
million, and the settlement with the Massachusetts
Securities Division requires Putnam Management to pay $5
million in restitution and an administrative fine of $50
million.  The settlements also leave intact the process
established under an earlier partial settlement with the SEC
under which Putnam Management agreed to pay the amount of
restitution determined by an independent consultant, which
may exceed the disgorgement and restitution amounts
specified above, pursuant to a plan to be developed by the
independent consultant.

Putnam Management, and not the investors in any Putnam fund,
will bear all costs, including restitution, civil penalties
and associated legal fees stemming from both of these
proceedings.  The SECs and Massachusetts Securities
Divisions allegations and related matters also serve as the
general basis for numerous lawsuits, including purported
class action lawsuits filed against Putnam Management and
certain related parties, including certain Putnam funds.
Putnam Management has agreed to bear any costs incurred by
Putnam funds in connection with these lawsuits.  Based on
currently available information, Putnam Management believes
that the likelihood that the pending private lawsuits and
purported class action lawsuits will have a material adverse
financial impact on the fund is remote, and the pending
actions are not likely to materially affect its ability to
provide investment management services to its clients,
including the Putnam funds.

Review of these matters by counsel for Putnam Management and
by separate independent counsel for the Putnam funds and
their independent Trustees is continuing.  The fund may
experience increased redemptions as a result of these
matters, which could result in increased transaction costs
and operating expenses.

EX-99

Report of Independent Registered Public Accounting Firm


To the Trustees and Shareholders of Putnam Massachusetts Tax
Exempt Income Fund:

In planning and performing our audit of the financial
statements of Putnam Massachusetts Tax Exempt Income Fund for
the year ended May 31, 2004, we considered its internal
control, including control activities for safeguarding
securities, in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The management of Putnam Massachusetts Tax Exempt Income Fund
is responsible for establishing and maintaining internal
control.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls.  Generally, controls
that are relevant to an audit pertain to the entitys objective
of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted
accounting principles.  Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or
fraud may occur and may not be detected.  Also, projection of
any evaluation of internal control to future periods is subject
to the risk that controls may become inadequate because of
changes in conditions or that the effectiveness of their design
and operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  A material
weakness, for purposes of this report, is a condition in which
the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk
that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by
employees in the normal course of performing their assigned
functions.  However, we noted no matters involving internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as
defined above as of May 31, 2004.

This report is intended solely for the information and use of
management and the Board of Trustees and the Securities and
Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.

/s/ PricewaterhouseCoopers LLP
July 8, 2004

EX-99

fund 845, Massachusetts Tax Exempt Income Fund, 5/31/04 annual report

Because the electronic format for filing Form N-SAR does
not provide adequate space for responding to certain items
correctly, the correct answers are as follows:

53A	Putnam Management has agreed to assume certain expenses
incurred by the fund in connection with allegations of
improper short-term trading activity.  During the funds
fiscal year ended May 31, 2004, legal, shareholder servicing
and communication, audit, and Trustee fees incurred by the
fund and assumed by Putnam Management were $6,307.


72DD1 		Class A 	12,404
		Class B 	3,599
		Class C 	21

72DD2		Class M 	200


73A1		Class A		0.3896
		Class B 	0.3269
		Class C 	0.2470

74A2		Class M 	0.3608


74U1		Class A		28,932
		Class B 	9,442
		Class C 	106

74U2		Class M 	517



74V1		Class A 	9.35
		Class B 	9.35
		Class C 	9.36

74V2		Class M 	9.35