U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 24F-2

                   Annual Notice of Securities Sold
                        Pursuant to Rule 24f-2

1. Name and address of issuer:           
           New England Funds Trust II
           399 Boylston Street
           Boston, MA  02116


2. Name of each series or class of funds for which this notice is filed:

      New England Growth Opportunities Fund - Class A, B, C and Y shares
      New England High Income Fund - Class A and B shares
      New England Limited Term U.S. Government Fund - Class A, B, C and Y shares
      New England Adjustable Rate U.S. Government Fund - Class A, B and Y shares
      New England Massachusetts Tax Free Income Fund - Class A and B shares
      New England Intermediate Term Tax Free Fund of New York - Class A
         and B shares                
      New England Intermediate Term Tax Free Fund of California - Class A 
         and B shares
            

3. Investment Company Act File Number:  811-242

   Securities Act File Number:  2-11101


4. Last day of fiscal year for which this notice is filed:  December 31, 1995


5. Check box if this notice is being filed more than 180 days after the close
   of the issuer's fiscal year for purposes of reporting securities sold after
   the close of the fiscal year but before termination of the issuer's 24f-2 
   declaration:                     


6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
   applicable (see Instruction A.6):


7. Number and amount of securities of the same class or series which had been
   registered under the Securities Act of 1933 other than pursuant to rule 24f-
   2 in a prior fiscal year, but which remained unsold at the beginning of the
   fiscal year:  None.


8. Number and amount of securities registered during the fiscal year other than
   pursuant to rule 24f-2:  

                        33,784,302 shares; $355,073,016.


9. Number and aggregate sale price of securities sold during the fiscal year:

                        23,763,004 shares; $241,452,278.


10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:  None.


11.  Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestment plans, if applicable (see
     Instruction B.7):


12.  Calculation of registration fee:

   (i)    Aggregate sale price of securities sold during the 
          fiscal year in reliance on rule 24f-2 (from Item 10):          $  0

   (ii)   Aggregate price of shares issued in connection with 
          dividend reinvestment plans (from Item 11, if applicable):     +

   (iii)  Aggregate price of shares redeemed or repurchased during 
          the fiscal year (if applicable):                               -

   (iv)   Aggregate price of shares redeemed or repurchased and
          previously applied as a reduction to filing fees
          pursuant to rule 24e-2 (if applicable):                        +

   (v)    Net aggregate price of securities sold and issued during 
          the fiscal year in reliance on rule 24f-2 [line (i), 
          plus line (ii), less line (iii), plus line (iv)] 
          (if applicable):

   (vi)   Multiplier prescribed by Section 6(b) of the Securities 
          Act of 1933 or other applicable law or regulation 
          (see Instruction C.6):                                      x 1/2900

   (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:     $  -0-

Instruction:  Issuers should complete lines (ii), (iii), (iv) and (v) only if
              the form is being filed within 60 days after the close of the
              issuer's fiscal year.  See Instruction C.3.


13.  Check box if fees are being remitted to the Commission's lockbox
     depository as described in Section 3a of the Commission's Rules of
     Informal and Other Procedures (17 CFR 202.3a):

     Date of mailing or wire transfer of filing fees to the Commission's
        lockbox depository:                                                    
                                      

                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.


By (Signature and Title)*         /s/ Robert P. Connolly
                                  Robert P. Connolly, Secretary and Clerk


Date: February 28, 1996


* Please print the name and title of the signing officer below the signature.