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

July 18, 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. 0000930748
          Request for Withdrawal of Amendment to Registration
          Statement on Form N-14
          File No. 33-59065


Gentlemen:

     On June 21, 1995, we transmitted for filing via the EDGAR
system, an Amendment to the Registration Statement on Form N-14
of Putnam Growth and Income Fund II (the "Fund").

     This filing was inadvertently filed under EDGAR submission
type N14EL24/A as a Pre-Effective Amendment when it should have
been filed as a Post-Effective Amendment under EDGAR submission
type 485BPOS.

     We request that the Pre-Effective Amendment to the Fund's
Registration Statement filed under EDGAR submission type
N14EL24/A be withdrawn pursuant to Rule 477 (a) under the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