PUTNAM INVESTMENTS


March 15, 1994


U.S. Securities and Exchange Commission
Attn:  Ruth Armfield Sanders, Staff Attorney
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Putnam Tax Exempt Income Fund - CIK No.  0000205802
          Request for Withdrawal of Amendment to
          Registration Statement on Form N14EL24/A
          File No.  2-57165

Ladies and Gentlemen:

On March 14, 1994 an N-14 amendment filing was inadvertently made
for Putnam Tax Exempt Income Fund with the incorrect 33 Act
number.  The Accession number for this erroneous filing is
0000205802-94-000004.

We request withdrawal of this amendment pursuant to Rule 477(a)
under the Securities Act of 1933.

Sincerely,


Karl W. Saur
Vice President and
Counsel
Putnam Investments, Inc.