EX-99

77E

Regulatory matters and litigation
On April 8, 2004, Putnam Management entered into agreements with
the Securities and Exchange Commission (SEC) 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.

The fund may experience increased redemptions as a result of
these matters, which could result in increased transaction costs
and operating expenses.

EX-99

fund #845, Putnam Massachusetts Tax Exempt Income Fund
11/30/04 Semiannual 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	 For the period ended November 30, 2004, Putnam
Management has assumed $5,350 of legal, shareholder
servicing and communication, audit and Trustee fees incurred
by the fund in connection with certain legal and regulatory
matters.



72DD1 		Class A 	5,325
		Class B 	1,398
		Class C 	17

72DD2		Class M 	90


73A1		Class A		0.1888
		Class B 	0.1576
		Class C 	0.1507

74A2		Class M 	0.1745


74U1		Class A		27,682
		Class B 	8,286
		Class C 	129

74U2		Class M 	512



74V1		Class A 	9.55
		Class B 	9.55
		Class C 	9.56

74V2		Class M 	9.55

EX-99

A special meeting of shareholders of the fund was held on
November 11, 2004.  At the meeting, each of the nominees for
Trustees was elected, as follows:

      				Votes				Votes
      				for				withheld
Jameson A. Baxter 		21,769,260 			974,336
Charles B. Curtis 		21,763,032			980,564
Myra R. Drucker 		21,737,452			1,006,144
Charles E. Haldeman, Jr. 	21,712,283 			1,031,313
John A. Hill 			21,765,702 			977,894
Ronald J. Jackson 		21,761,744			981,852
Paul L. Joskow 			21,773,358			970,238
Elizabeth T. Kennan 		21,739,298			1,004,298
John H. Mullin, III 		21,751,289			992,307
Robert E. Patterson 		21,762,491			981,105
George Putnam, III 		21,777,217			966,379
A.J.C. Smith 			21,715,108			1,028,488
W. Thomas Stephens 		21,744,534			999,062
Richard B. Worley 		21,706,302			1,037,294

A proposal to amend the funds fundamental investment restriction
with respect to borrowing to allow the fund the investment
flexibility permitted by the Investment Company Act was approved
as follows:

			Votes			Votes
			for			against 	Abstentions
			15,428,161		887,681		6,427,754

A proposal to amend the funds fundamental investment restriction
with respect to making loans to enhance the funds ability to
participate in an interfund borrowing and lending program was
approved as follows:

			Votes			Votes
			for			against 	Abstentions
			15,353,823		984,972		6,404,801

A proposal to amend the funds fundamental investment restriction
with respect to diversification of investments to enhance the
funds ability to invest in registered investment companies such
as Putnam Prime Money Market Fund was approved as follows:

			Votes			Votes
			for			against 	Abstentions
			15,681,199		645,222		6,417,175

A proposal to amend the funds Agreement and Declaration of Trust
to permit the fund to satisfy redemption requests other than in
cash was adjourned. *


*Since sufficient votes in favor of this proposal were not
received as of November 11, 2004, the shareholder meeting with
respect to this proposal has been adjourned until no later than
January 10, 2005 to permit further solicitation in the Trustees
discretion.

All tabulations are rounded to the nearest whole number.