PUTNAM GROWTH AND INCOME FUND II
One Post Office Square
Boston, Massachusetts 02109

June 21, 1995

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  Putnam Growth and Income Fund II - CIK No. 0000903748
          Request for Withdrawal of Amendment to Registration
          Statement on Form N14EL24/A
          File No. 33-59065


Gentlemen:

     On June 21, 1995, we transmitted for filing via the EDGAR
system, a Post-Effective Amendment No. 1 to the Registration
Statement of Putnam Growth and Income Fund II (the "Fund").

     This filing was inadvertently filed under EDGAR submission
type N14EL24/A when it should have been filed under EDGAR
submission type 485BPOS.

     We request that Post-Effective Amendment No. 1 to the Fund's
Registration Statement be withdrawn pursuant to Rule 477 (a)
under the Securities Act of 1933.

     Comments or questions concerning this request may be
directed to Beth F. Marino at 617-292-1471.


                              Sincerely,


                              PUTNAM GROWTH AND INCOME FUND II

                              /s/ Gordon H. Silver                
                              Gordon H. Silver
                              Vice President