PUTNAM INVESTMENT GRADE MUNICIPAL TRUST

Amendment to Amended and Restated Bylaws

WHEREAS, Article 13, Section 13.1 of the Bylaws (the "Bylaws") of Putnam
Investment Grade Municipal Trust (the "Trust") permits the Trustees of
the Trust (the "Trustees") to amend or repeal the Bylaws;

WHEREAS, the Trustees desire to amend the Bylaws by adding a new article
thereto;

NOW, THEREFORE, the Bylaws are hereby amended as follows:

1. The existing ARTICLE 13 shall be redesignated as ARTICLE 14.

2. The content of Exhibit A attached hereto shall be added as new
ARTICLE 13.


This Amendment is effective as of March 9, 2001.

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Exhibit A
Please see the attached.

ARTICLE 13

Advance Notice of Shareholder Nominees for Trustee and
Proposals to Fix the Number of Trustees

13.1. Advance Notice of Shareholder Nominations of Trustees and
Proposals to Fix the Number of Trustees.  Only persons who are nominated
in accordance with the following procedures shall be eligible for
election as Trustees, and no proposal to fix the number of Trustees
shall be brought before a meeting of shareholders or otherwise
transacted unless in accordance with the following procedures, except as
may be otherwise provided in the Bylaws with respect to the right of
holders of preferred shares, if any, of the Trust to nominate and elect
a specified number of Trustees in certain circumstances.

(a) Meetings of Shareholders.

(1) Nominations of persons for election to the Board of Trustees and
proposals to fix the number of Trustees may be made at an annual meeting
of shareholders or at a special meeting of shareholders in lieu of an
annual meeting only (i) pursuant to the notice of meeting given by or at
the direction of the Trustees pursuant to Article V, Section 2 of the
Declaration of Trust, (ii) by or at the direction of the Trustees (or
any duly authorized committee thereof) or the Chairman of the Trustees
or (iii) by any shareholder of the Trust who was a shareholder of record
at the time the notice provided for in this Section 13.1 is delivered to
the Clerk of the Trust, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in subparagraph (2) of
this paragraph (a) of this Section 13.1.

(2) For such nominations or proposals to be properly brought before a
meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this
Section 13.1, the shareholder must have given timely notice thereof in
writing to the Clerk of the Trust in accordance with paragraph (b) of this
Section 13.1.  The shareholder's notice shall contain, at a minimum, the
information set forth in paragraph (c) of this Section 13.1.

(b) Timely Notice.

(1) Annual Meeting.  To be timely, a shareholder's notice required by
subparagraph (2) of paragraph (a) of this Section 13.1 in respect of an
annual meeting shall be delivered to the Clerk at the principal
executive offices of the Trust not less than sixty (60) nor more than
ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting; provided, however, that with respect to the
annual meeting to be held in the calendar year 2001, notice by the
shareholder in order to be timely must be so received not less than
thirty (30) days prior to such anniversary date; provided further,
however, if and only if the annual meeting is not scheduled to be held
on a date that is within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely must
be so received no later than the close of business on the tenth (10th)
day following the earlier of the date on which notice of the date of the
annual meeting was mailed and the date on which public announcement of
the date of the annual meeting was first made.

(2) Special Meeting in Lieu of Annual Meeting.  To be timely, a
shareholder's notice required by subparagraph (2) of paragraph (a) of
this Section 13.1 in respect of a special meeting in lieu of an annual
meeting shall be delivered to the Clerk at the principal executive
offices of the Trust not later than the close of business on the tenth
(10th) day following the date on which public announcement was first
made of the date of the special meeting.

(3) General.  In no event shall an adjournment or postponement (or a public
announcement thereof) of a meeting of shareholders commence a new time
period (or extend any time period) for the giving of a shareholder's notice
as described in this paragraph (b) of this Section 13.1.

(c) Content of Shareholder's Notice.

(1) Any shareholder's notice required by this Section 13.1 shall set
forth as to each person, if any, whom the shareholder proposes to
nominate for election or re-election as a Trustee (i) the person's name,
age, date of birth, business address, residence address and nationality;
(ii) any other information regarding the person required by each of
paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K and
paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii)
any other information regarding the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitation of proxies for election of Trustees or
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (iv) whether the shareholder
believes the person is or will be an "interested person" of the Trust
(as defined in the Investment Company Act of 1940, as amended) and, if
not an "interested person," information regarding the person that will
be sufficient for the Trust to make such determination; (v) the written
consent of the person to being named as a nominee and to serve as a
Trustee if elected and (vi) the class or series and number of all shares
of beneficial interest of the Trust owned beneficially or of record by
the person.  Any shareholder's notice required by this Section 13.1 in
respect of a proposal to fix the number of Trustees shall also set forth
a description and the text of the proposal, which description and text
shall state a fixed number of Trustees that otherwise complies with the
Bylaws and the Declaration of Trust.

(2) Such shareholder's notice further shall set forth as to the
shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made (i) the name and address of the
shareholder and such beneficial owner, as they appear on the Trust's
books; (ii) the class or series and number of all shares of beneficial
interest of the Trust owned beneficially and of record by the
shareholder and such beneficial owner; (iii) a description of all
arrangements or understandings between the shareholder and each proposed
nominee and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by the shareholder; (iv) a
representation that the shareholder intends to appear in person or by
proxy at the meeting to, as the case may be, (A) nominate each person
named in its notice and (B) make the proposal to fix the number of
Trustees as stated in its notice; and (v) any other information relating
to the shareholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitation of proxies for election of Trustees or directors pursuant
to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.

(3) The Trustees may require any proposed nominee to furnish such other
information as they may reasonably require to determine the eligibility
of such proposed nominee to serve as a Trustee.

(d) Authority to Determine Compliance with Procedures.  The person
presiding at any meeting of shareholders, in addition to making any
other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to (i) determine whether a
nomination or proposal was made in compliance with the procedures set
forth in this Article 13 and elsewhere in the Bylaws and in the
Declaration of Trust and (ii) if any nomination or proposal is not so in
compliance to declare that such nomination or proposal shall be
disregarded.