United States
Securities and Exchange Commission
Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No. 2)


Putnam Dividend Income Fund
(Name of Issuer)


Common Stock
(Title of Class of Securities)


746706-10-0
(CUSIP Number)



The Commerce Group Inc.
211 Main Street
Webster, MA 01570
(508) 943-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)



February 20, 2001
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box:           [X]

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).












Page 1 of 12




CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT NO. 2
                                            FEBRUARY 27, 2001




1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. ID NO. OF ABOVE PERSON

         The Commerce Group Inc.
         ID# 04-2599931

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                          (a) [  ]
                                                          (b) [  ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS                                      [WC]

5        CHECK BOX IF DISCLOSURE OF LEGAL                     [  ]
         PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                   Massachusetts

         NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

         SOLE VOTING POWER                              5,379,050
         SHARED VOTING POWER                                 0
         SOLE DISPOSITIVE POWER                         5,379,050
         SHARED DISPOSITIVE POWER                            0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                5,379,050

12.      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES    [    ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           49.7%

14.      TYPE OF REPORTING PERSON
     [HC]











Page 2 of 12




CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT NO. 2
                                            FEBRUARY 27, 2001




ITEM 1.  SECURITY AND ISSUER

This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Putnam Dividend Income Fund (the "Fund"), a Massachusetts
business trust registered as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act").  The
principal executive offices of the Fund are located at One Post Office
Square, Boston, MA.

ITEM 2.  IDENTITY AND BACKGROUND

(a) - (c) This Schedule 13D is being filed by The Commerce Group Inc.
(the "Reporting Person"),  a corporation formed under the laws of
Massachusetts.  The Reporting Person is a corporation whose principal offices
are located at 211 Main Street Webster, MA 01570.  The name, business address
and principal occupation of each director and executive officer of the
Reporting Person are set forth on Annex A hereto, which is incorporated by
reference.  All information in this Schedule 13D with respect to the persons
listed on Annex A is given to the knowledge of the Reporting Person.

(d) During the past five years, neither the Reporting Person nor any of
the persons listed on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither the Reporting Person nor any of
the persons listed on Annex A has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

(f) All of the individuals listed in Annex A are citizens of the United
States.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The source of the funds used by the Reporting Person to purchase Shares
listed in Item 5(a) was working capital.  The amount of the funds used to
purchase such shares aggregated approximately $53,825,641.













Page 3 of 12




CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 2
                                            FEBRUARY 27, 2001


ITEM 4.  PURPOSE OF TRANSACTION

The shares of beneficial interest of the Fund ("Shares") held by the
Reporting Person were acquired in the ordinary course of business by the
Reporting Person for the purpose of investment and capital appreciation.  In
pursuing this investment philosophy, the Reporting Person routinely monitors
the performance, trading prices, investment strategy and portfolio securities
of the Fund, and of other investment funds in which it invests, and may
discuss such matters with fund management, shareholders, or others.  The
Reporting Person, as an insurance company holding company, is entitled to
file securities ownership reports required by the Securities and Exchange Act
of 1934 on Schedule 13G.  Under amended rules under the Securities Exchange
Act of 1934, a person reporting on Schedule 13G may elect to convert such
filing to a Schedule 13D, in part, to ensure that discussions with
management, or other actions by the Reporting Person, do not limit the
Reporting Person's ability to acquire additional Shares, or to vote the
shares it already owns.  Accordingly, in order to maintain desired
flexibility for such transactions and discussions, the Reporting Person is
electing to convert its ownership filing on Schedule 13G to a filing on
Schedule 13D.

The matters which the Reporting Person intends to consider, discuss or
pursue may include additional purchases of Shares, ceasing the purchase of
additional Shares, sales of Shares or one or more of the items described in
items (a) through (j) of Item 4.  Whether any of such actions are taken by
the Reporting Person will depend upon the Reporting Person's evaluation of
several factors, including the Fund's business and prospects, future
developments, the level of discount in Share market prices from net asset
value ("NAV"), the performance of the Funds' investments, the availability of
funds to the Reporting Person, alternative uses of funds, stock and money
market conditions, and general economic conditions. Such factors may
materially affect the Reporting Person's decision to purchase additional
Shares, or take other actions, and may result in the Reporting Person's
increasing its ownership to a majority or more of the outstanding Shares,
and/or proposing changes in operations, governance or capitalization of the
Fund.  The Reporting Person will review its investment in the Fund from time
to time and reserves the right to take or not take any action it deems to be
in its best interest or to change its intention as set forth in this Item 4.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a) The Fund's reports with the Securities and Exchange Commission
report that 10,824,907 Shares are outstanding.  Based upon such number, the
Reporting Person beneficially owns 49.7% of the Fund's outstanding Shares.

The Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 5,379,050 Shares, over which it has sole
power of disposition and voting.  Such number of Shares represents
approximately 49.7% of the outstanding shares.


                                                   Shares              Cost
                                                               
     The Commerce Insurance Company               4,819,050          $48,426,960
     Citation Insurance Company                     100,000              966,500
     American Commerce Insurance Company            300,000            2,858,906
     Commerce West Insurance Company                160,000            1,573,275

                    Totals                        5,379,050          $53,825,641




Page 4 of 12





CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 2
                                            FEBRUARY 27, 2001



(c) Subsequent to January 12, 2001, the Reporting Person has effected
the following purchases in the shares of Common Stock, all of which were made
on the New York Stock Exchange (see attached Annex B).  Purchases prior to
January 13, 2001 were reported on previous Schedule 13D filings.


(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock owned by the Reporting Person.


(e) It is inapplicable to state the date on which the Reporting Person
ceased to be the beneficial owner of more than five percent of the Common
Stock.



ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
         WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Person does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with
respect to any securities of the Fund, including, but not limited to, the
transfer or voting of any such securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.



ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

    Annex A   Officers and Directors of Reporting Person and Insurance
              Subsidiaries
    Annex B   Item 5(c) Information



















Page 5 of 12





CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 2
                                            FEBRUARY 27, 2001





SIGNATURE



After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.



February 27, 2001                         THE COMMERCE GROUP INC.










                                          Gerald Fels
                                          Executive Vice President &
                                          Chief Financial Officer


























Page 6 of 12



ANNEX  A

THE COMMERCE GROUP, INC.
211 Main Street, Webster, MA  01570

DIRECTORS


                                      
Herman F. Becker......................... President and owner, Sterling Realty and Huguenot
                                          Development Corporation

Joseph A. Borski, Jr..................... Self-employed Certified Public Accountant

Eric G. Butler........................... Retired Vice President and General Claims Manager
                                          of Commerce and Citation

Henry J. Camosse......................... Retired President, Henry Camosse & Sons Co., Inc.,
                                          a building and masonry supplies company

Gerald Fels.............................. Executive Vice President and Chief Financial
                                          Officer of the Company

David R. Grenon.......................... Chairman Emeritus and Assistant Clerk of The
                                          Protector Group Insurance Agency, Inc.

Robert W. Harris......................... Retired Treasurer, H.C. Bartlett Insurance Agency,
                                          Inc.

Robert S. Howland........................ Retired Clerk, H.C. Bartlett Insurance Agency,
                                          Inc.

John J. Kunkel........................... President and Treasurer, Kunkel Buick and GMC
                                          Truck, Treasurer, Kunkel Bus Company

Raymond J. Lauring....................... Retired President, Lauring Construction Company

Roger E. Lavoie.......................... Retired President and Treasurer, Lavoie Toyota-
                                          Dodge, Inc.

Normand R. Marois........................ Retired Chairman of the Board, Marois Bros., Inc.,
                                          a contracting firm

Suryakant M. Patel....................... Retired physician who specialized in internal
                                          medicine

Arthur J. Remillard, Jr.................. President, Chief Executive Officer and Chairman
                                          of the Board of the Company

Arthur J. Remillard, III................. Senior Vice President and Assistant Clerk of
                                          the Company; Senior Vice President of Commerce
                                          and Citation in charge of Policyholder Benefits

Regan P. Remillard....................... Senior Vice President of the Company; President
                                          and Secretary of Commerce West Insurance Company;
                                          President of ACIC Holding Co., Inc.; Vice Chairman
                                          of the Board and Chief Executive Officer of
                                          American Commerce Insurance Company

Gurbachan Singh.......................... Retired physician who specialized in general
                                          surgery

John W. Spillane......................... Clerk of the Company and practicing attorney

Page 7 of 12



ANNEX  A


                               DIRECTORS OF
                               COMMERCE HOLDINGS, INC.
                               The Commerce Insurance Company
Commerce West Insurance Company
                                   Citation Insurance Company
                                  211 Main Street, Webster, MA  01570




                                    
Arthur J. Remillard, Jr...........     President, Chief Executive Officer and Chairman of
the Board

Gerald Fels.......................     Executive Vice President and Chief Financial Officer;
                                       Treasurer, Commerce Holdings, Inc.

Arthur J. Remillard, III (1)......     Senior Vice President and Clerk

Regan P. Remillard................     Senior Vice President; President and Secretary of
Commerce West Insurance Company

James A. Ermilio..................     Vice President and General Counsel

David R. Grenon (1)...............     Chairman Emeritus and Assistant Clerk of The
Protector Group Insurance Agency

John M. Nelson (1)................     Chairman of TJX Companies

Suryakant M. Patel (1)............     Retired physician who specialized in internal
                                       medicine

William G. Pike (1)...............     Executive Vice President and Chief Financial Officer
of Granite State Bankshares, Inc.

H. Thomas Rowles (1)..............     Chairman of the Board of ACIC Holding Co., Inc.;
Chairman of the Board of American Commerce Insurance
Company; President, Chief Executive Officer and
Director of AAA Southern New England


Mark A. Shaw (1)..................     Treasurer of ACIC Holding Co., Inc.; Executive Vice
President and Chief Operating Officer of AAA Southern
New England



(1) Commerce Holdings, Inc., The Commerce Insurance Company and Citation
    Insurance Company only.













Page 8 of 12



ANNEX  A



                               DIRECTORS OF
                                  American Commerce Insurance Company
                                  3590 Twin Creeks Drive, Columbus, OH  43204


                                    
H. Thomas Rowles..................     Chairman of the Board of American Commerce Insurance
Company; President, Chief Executive Officer and
Director of AAA Southern New England

Regan P. Remillard................     Vice Chairman of the Board and Chief Executive
Officer of American Commerce Insurance Company;
Senior Vice President of The Commerce Group, Inc.;
President and Secretary of Commerce West Insurance
Company

Mark A. Shaw......................     Executive Vice President and Chief Operating Officer
of AAA Southern New England

Gerald Fels.......................     Executive Vice President and Chief Financial Officer
of The Commerce Group, Inc.

Patrick W. Doherty................     President and Chief Executive Officer of AAA Oklahoma

Terry R. Farias...................     President and Chief Executive Officer of AAA Hoosier
Motor Club

Roger L. Graybeal.................     President and Secretary of AAA Oregon/Idaho

Richard S. Hamilton...............     President of AAA West Pennsylvania/West
                                       Virginia/South Central Ohio

Gerald P. Hogan...................     President and Chief Operating Officer of American
Commerce Insurance Company

Charles B. Liekweg................     President and Chief Executive Officer of AAA
                                       Washington

D. James McDowell.................     President and Chief Executive Officer of AAA Arizona

Peter C. Ohlheiser................     President of Ohio Motorists Association





















Page 9 of 12



ANNEX  A

                                  THE COMMERCE GROUP, INC.
                                  211 Main Street, Webster, MA   01570



OFFICERS OF THE COMMERCE GROUP, INC.
                                                                   
President, Chief Executive Officer and Chairman of the Board.....     Arthur J. Remillard, Jr.
Executive Vice President and Chief Financial Officer.............     Gerald Fels
Senior Vice President and Assistant Clerk........................     Arthur J. Remillard, III
Senior Vice President............................................     Regan P. Remillard
Senior Vice President............................................     Mary M. Fontaine
Vice President and General Counsel...............................     James A. Ermilio
Clerk............................................................     John W. Spillane
Treasurer and Chief Accounting Officer...........................     Randall V. Becker
Assistant Treasurer..............................................     Thomas A. Gaylord
Assistant Vice President.........................................     Robert E. McKenna

Officers of Massachusetts Subsidiaries

                                                                   
President, Chief Executive Officer and Chairman of the Board.....     Arthur J. Remillard, Jr.

Executive Vice President and Chief Financial Officer.............     Gerald Fels

Senior Vice President and Secretary..............................     Arthur J. Remillard, III

Senior Vice Presidents...........................................     David H. Cochrane
                                                                      Peter J. Dignan
                                                                      Mary M. Fontaine
                                                                      Regan P. Remillard
                                                                      Joyce B. Virostek


Vice Presidents..................................................     Elizabeth M. Edwards
                                                                      Karen A. Lussier
                                                                      Michael J. Richards
                                                                      Angelos Spetseris
                                                                      Henry R. Whittier, Jr.

Vice President and General Counsel...............................     James A. Ermilio

Assistant Vice Presidents......................  David P. Antocci     Susan A. Horan
                                                 Robert M. Blackmer   John V. Kelly
                                                 Stephen R. Clark     Ronald J. Lareau
                                                 Raymond J. DeSantis  Donald G. MacLean
                                                 Warren S. Ehrlich    Robert E. McKenna
                                                 Richard W. Goodus    Robert L. Mooney
                                                 James E. Gow         Emile E. Riendeau

Treasurer and Chief Accounting Officer...........................     Randall V. Becker

Assistant Treasurer..............................................     Thomas A. Gaylord








Page 10 of 12



ANNEX  A






OFFICERS OF AMERICAN COMMERCE INSURANCE COMPANY
                         3950 Twin Creeks Drive, Columbus, OH  43204

                                                                   
Chairman of the Board...........................................      H. Thomas Rowles
Vice Chairman of the Board and Chief Executive Officer..........      Regan P. Remillard
President and Chief Operating Officer...........................      Gerald P. Hogan
Chief Financial Officer.........................................      Michael V. Vrban
Senior Vice President...........................................      Carol R. Blaine
Treasurer.......................................................      Richard B. O'Hara
Secretary and Chief Legal Officer...............................      James A. Ermilio
Assistant Vice President........................................      Gregory S. Clark
Assistant Vice President and General Counsel....................      Julie Deley-Shimer




OFFICERS OF COMMERCE WEST INSURANCE COMPANY
                           5000 Hopyard Road, Suite 200, Pleasanton, CA  94588-3350

                                                                   
Chairman of the Board...........................................      Arthur J. Remillard, Jr.
President and Secretary.........................................      Regan P. Remillard
Treasurer and Chief Financial Officer ..........................      Michael V. Vrban
Chief Reporting Officer.........................................      Albert E. Peters
Investment Officer..............................................      Gerald Fels
Vice Presidents.................................................      Michael J. Berryessa
                                                                      Albert R. Harris























Page 11 of 12



ANNEX  B
Item 5 (c) - Information


PURCHASES FROM 01/13/01 - 02/20/01 FOR

PDI  - PUTNAM DIVIDEND INCOME   746706-10-0



  TRADE           SETTLEMENT                         PURCHASE PRICE          ACQUISITION
  DATE              DATE            SHARES             PER SHARE                 COST

COMMERCE INSURANCE COMPANY
                                                               
01/18/2001        01/23/2001       32,250               $9.8125            $  317,743.13
01/22/2001        01/25/2001          100                9.6875                   972.75
01/23/2001        01/26/2001          400                9.6875                 3,891.00
01/24/2001        01/29/2001        3,500                9.8750                34,702.50
01/24/2001        01/29/2001        2,200                9.8125                21,675.50
01/24/2001        01/29/2001        8,300                9.7500                81,257.00
01/25/2001        01/30/2001       25,000               10.0625               252,562.50
01/26/2001        01/31/2001        5,200                9.9375                51,883.00
02/20/2001        02/23/2001       29,400                9.7400               287,532.00

                    TOTAL         106,350                                  $1,052,219.38












Page 12 of 12