SCHEDULE 14A INFORMATION
                                
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                                
                       (Amendment No.   )
                                


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                   New England Funds Trust II
        (Name of Registrant as Specified In Its Charter)
                                
                                
                                
                   New England Funds Trust II
  (Name of Person(s) Filing Proxy Statement, if other than the
                           Registrant)
                                
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Notes:


A Reminder About the Special Proxy

Recently, we sent you a special proxy that asked you to vote on
two very important proposals -- the first to change the Fund's
management, the second to approve a new advisory contract.

Proposal to Change Fund Management

Although the Fund has produced competitive returns over the past
few years, it has not achieved its goal of bettering the S&P 500.
This is the reason we are asking you to approve a change in the
Fund's investment manager to Westpeak Investment Advisors, L.P.
Currently managing $480 million in assets, Westpeak uses a
flexible investment strategy focused on both value and growth
stocks.  Growth managers generally search for companies with a
history of strong, growing profits and superior management, while
value managers look for stocks with undervalued assets or earning
potential.  There can be no assurance that the Fund will achieve
its goal of bettering the S&P 500.

If you haven't already done so, please cast your vote, sign the
form and return it by March 31, 1995.  It's important that you
respond quickly to avoid the expense of additional mailings.  If
you haven't received your proxy, please call us at 1-800-225-5478
and we'll send you a complete package.


   
March 6, 1995
    

Dear Growth Opportunities Fund Shareholder:
   
You're invited to attend a special meeting of Growth
Opportunities Fund shareholders in April, to vote on two
important proposals.  The enclosed package explains the proposals
and includes materials to use when voting by mail.
    

Proposal to Change Fund Management
   
In seeking its objective of long-term growth of capital and
income, the Growth Opportunities Fund's goal has been to closely
track, and slightly outperform, the Standard & Poor's Stock
Index.  While the Fund has rewarded shareholders with competitive
returns over the years, it has generally not bettered the S&P
500.  We are asking for your approval to change the Fund's
management to enhance the Fund's ability to meet this goal.
    
   
Westpeak Investment Advisors, L.P. ("Westpeak"), is proposed to
assume management of the Growth Opportunities Fund, effective May
1, 1995.  Gerald Scriver, President of Westpeak, has more than 30
years of investment experience and a strong performance record.
Mr. Scriver founded Westpeak in 1991; in just over three years he
has built assets to nearly $500 million.
    
The Growth Opportunities Fund will continue to seek long-term
growth of capital and income.  In pursuing this objective,
however, Westpeak will use a flexible investment strategy of
investing in both growth and value stocks, rather than remaining
committed exclusively to one investment approach.  Growth
managers usually look to companies with strong profit growth and
superior management, while value managers look for stocks with
undervalued assets or undervalued earning power.  By using a
flexible investment strategy, Westpeak aims to enhance the
overall returns of the Fund.

In recognition of Westpeak's more active portfolio management
approach, the Growth Opportunities Fund seeks to increase its
management fee from .50% to .70% on assets up to $200 million
effective on May 1, 1995.  At the same time, the Fund's 12b-1 fee
for Class A shares will be reduced from .35% to .25%.  This new
fee structure will be well within industry standards.
Furthermore, we expect that the Fund's new investment approach
and return potential will be more attractive to investors,
possibly leading to increased assets and decreased expenses in
the future.  Of course, there can be no assurance that the
proposed changes will in fact result in better investment returns
or eventual lower expenses.

Return Your Proxy Vote Today
   
The Board of Trustees has reviewed and approved the above
proposals and recommends a vote FOR all proposals.  Please cast
your vote, sign the form and return it by March 31, 1995 in the
postage-paid envelope provided.  If you prefer to use our
telephone voting service to immediately record your vote, simply
call 1-800-359-6405 and follow the simple instructions.  It's
important that you respond to us by March 31 to avoid the expense
to the Fund of additional mailings.

For questions regarding the Fund's new management or fee
structure, please call your financial representative or New
England Funds today at 800-225-5478.  We appreciate your
continued trust and confidence and look forward to earning it
well into the future.

Sincerely,



Peter S. Voss                      Henry L. P. Schmelzer
Chairman of the Board and               President
Chief Executive Officer


P.S.  You may receive a call from D.F. King, a proxy solicitation
firm, to remind you to return your ballot and answer your
questions.