NEW ENGLAND FUNDS TRUST II
N-30D, 1996-03-12
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NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

ANNUAL REPORT AND PERFORMANCE UPDATE

NEW ENGLAND
INTERMEDIATE TERM
TAX FREE FUND
OF CALIFORNIA
[ARTWORK APPEARS HERE]
DECEMBER 31, 1995


<PAGE>
DEAR SHAREHOLDER,
ItOs a real pleasure to present to you the 1995 Annual Report for  New
England Intermediate Term Tax Free Fund of California, containing your
portfolio managerOs commentary and complete financial information.

FAVORABLE ECONOMIC CONDITIONS IN 1995
In 1995 subdued economic growth with little or no inflation created  a
very  favorable backdrop for the bond and stock markets.    Long  term
interest  rates dipped on the positive inflation news, with the  yield
on  the  30-year Treasury bond falling to a low of 5.95% at year  end.
The  stock  market, fueled by lower interest rates and solid corporate
earnings growth, advanced 37.6%, as measured by the Standard &  PoorOs
500  Index,*  for  its  best showing since  1958.    In  July  and  in
December,  the  Federal  Reserve  Board  lowered  short  term   rates,
signaling  its  belief that the economy was indeed on a  path  towards
slow, non-inflationary growth.

NEW ENGLAND FUNDS - WHERE THE BEST MINDS MEET
Over this past year we launched our new corporate identity - Where the
Best  Minds Meet -which we believe reflects the essence of New England
Funds.  Our unique multiple adviser structure brings together some  of
the  best  investment  minds  in the business.   As  recent  examples,
consider  New  England Star Advisers Fund, managed by  four  prominent
equity  advisers, and New England Star Worldwide Fund, a  global  fund
introduced  this  January which builds off the Star Advisers  concept.
In  addition, last May we launched New England Strategic Income  Fund,
under  the  management  of  Dan Fuss of Loomis  Sayles.   One  of  the
industryOs  most respected managers, Dan Fuss was named  1995Os  OBond
Fund  Manager  of  the YearO by Morningstar for his  past  record  of
accomplishment in fund management at Loomis Sayles.**
  *  Standard  &  PoorOs  500 is an unmanaged index  representing  500
     major companies, the majority of which are listed on the New York
     Stock Exchange.
**   Morningstar  is  a  third party, independent mutual  fund  rating
     service.

<PAGE>
1995 DALBAR AWARD FOR SERVICE EXCELLENCE
Where  the  Best Minds Meet also refers to your financial adviser  and
all  the  people  at New England Funds who provide  you  with  quality
service.   We  are proud to report that in recognition of our  ongoing
quality  initiatives, New England Funds has been named a 1995  QUALITY
TESTED  SERVICE  SEAL  WINNER by DALBAR, an  independent  mutual  fund
service  rating company.  The coveted DALBAR award was given  to  only
seven  companies for Oproviding the highest tier of service excellence
in the mutual fund industry.O

OUTLOOK FOR 1996
Looking ahead, we believe interest rates are likely to remain flat  as
the  economy  continues  on its slow, steady, non-inflationary  growth
path.  While this scenario is extremely positive for the long term, it
is  unlikely  that  1996  will see a repeat  of  last  yearOs  stellar
performance.   At  this  time  itOs worth reiterating  that  long-term
investors  should  not focus on one yearOs performance.   Instead,  we
recommend  that  you review your asset allocation  program  with  your
financial adviser, then remain committed to that program to carry  out
its objectives.

We   believe   you  will  find  your  portfolio  managerOs  commentary
informative.   If you have any questions or comments,  please  contact
your financial representative or New England Funds directly at 800-225-
5478.  Also, please contact New England Funds for a prospectus on  any
of  the  funds  mentioned  above.  The prospectus  details  investment
objectives  and risks, as well as management fees and  expenses.   You
should read it carefully before investing or sending money.

SINCERELY,

          /s/PETER S. VOSS /s/HENRY L.P. SCHMELZER
          PETER S. VOSS    HENRY L.P. SCHMELZER
          CHAIRMAN         PRESIDENT
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

INVESTMENT RESULTS THROUGH DECEMBER 31, 1995
Putting Performance into Perspective
The  graph  comparing  your FundOs performance to  a  benchmark  index
provides you with a general sense of how your Fund performed.  To  put
this  information  in  context, it may be helpful  to  understand  the
special differences between the two. Your FundOs total return for  the
period shown appears with and without sales charges and includes  Fund
expenses  and  management  fees.  A  securities  index  measures   the
performance  of atheoretical portfolio. Unlike a fund,  the  index  is
unmanaged; there are no expenses that affect the results. In addition,
few  investors could purchase all of the securities necessary to match
the  index. And, if they could, they would incur transaction costs and
other expenses.

A $10,000 INVESTMENT IN CLASS A SHARES
COMPARED TO LEHMAN MUNICIPAL INDEX(4) AND THE COST OF LIVING(5)
[A  chart  in the form of a line graph appears here, illustrating  the
growth  of  a $10,000 investment in Class A Shares compared to  Lehman
Municipal Index(4) and the Cost of Living(5). The data points from the
graph are as follows:]

New England Intermediate Term Tax Free Fund of California
 - Net Asset Value(1)
Year                                                           Amount
- -----                                                          ------
1995                                                           $11,756
1994                                                           $10,322
1993                                                           $10,864
4/23/93                                                        $10,000

New England Intermediate Term Tax Free Fund of California
 - With Maximum Sales Charge(2)
Year                                                           Amount
- -----                                                          ------
1995                                                           $11,462
1994                                                           $10,064
1993                                                           $10,592
4/23/93                                                        $E9,750

Lehman Municipal Index(4)
Year                                                           Amount
- -----                                                          ------
1995                                                           $11,938
1994                                                           $10,164
1993                                                           $10,718
4/23/93                                                        $10,000

Cost of Living(5)
Year                                                           Amount
- -----                                                          ------
1995                                                           $10,668
1994                                                           $10,396
1993                                                           $10,125
4/23/93                                                        $10,000
    This  illustration represents past performance of Class  A  shares
    and   cannot   predict  future  results.  Investment  return   and
    principal value may vary, resulting in a gain or loss on the  sale
    of  shares. Class B share performance will be greater or less than
    that  shown based on differences in inception date, fees and sales
    charges.   All  Index  and  Fund  performance  assumes  reinvested
    distributions.
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

<TABLE><CAPTION>
<S> <C>                       <C>         <C>

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/95*
CLASS A                         1 YEAR      SINCE INCEPTION (4/23/93)
Net Asset Value(1)              13.89%                          6.20%
With Max. Sales Charge(2)        11.07                           5.21
Lipper CA Municipal Average(6)   13.27                           5.57

CLASS B (INCEPTION 9/13/93)     1 YEAR                SINCE INCEPTION
Net Asset Value(1)              12.91%                          3.05%
With CDSC(3)                      8.91                           1.83
Lehman Municipal Index(4)        17.46                           5.63
Lipper CA Municipal Average(6)   13.27                           4.34

YIELDS AS OF 12/31/95*
                               CLASS A                        CLASS B
SEC 30-day Yield                 4.93%                          4.33%
Taxable Equivalent Yield          9.17                           8.05
<FN>

SEC  Yield is based on the FundOs net investment income over a  30-day
period  and  is calculated in accordance with Securities and  Exchange
Commission  guidelines.  Taxable equivalent  yield  is  based  on  the
maximum  combined federal and California state income tax  bracket  of
46.24%.  The alternative minimum tax and some federal and state  taxes
may apply.

*    These  returns represent past performance. Investment return  and
     principal  value will fluctuate so that shares, upon  redemption,
     may be worth more or less than original cost.
     NOTES TO CHARTS AND PERFORMANCE UPDATE
1    Net  Asset  Value (NAV) performance assumes reinvestment  of  all
     distributions and does not reflect the payment of a sales  charge
     at the time of purchase.
2    With Maximum Sales Charge performance assumes reinvestment of all
     distributions and reflects the maximum sales charge of  2.50%  at
     the time of purchase of Class A shares.
3    With  Contingent Deferred Sales Charge (CDSC) performance assumes
     a  maximum  4% sales charge applied to a redemption  of  Class  B
     shares.  The  sales charge will decrease over time, declining  to
     zero five years after the purchase of shares.
4    Lehman  Municipal Index is an unmanaged index of bonds issued  by
     states,  municipalities  and other governmental  entities  having
     maturities of more than one year. The Index performance  has  not
     been  adjusted for ongoing management, distribution and operating
     expenses and sales charges applicable to mutual fund investments.
5    Cost  of  Living is based on the Consumer Price Index,  a  widely
     recognized  measure  of the cost of goods  and  services  in  the
     United  States,  as  calculated  by  the  U.S.  Bureau  of  Labor
     Statistics.
6    Lipper  Average  is  an average of the total  return  performance
     (calculated  on  the  basis of net asset  value)  of  funds  with
     similar  investment objectives as calculated by Lipper Analytical
     Services, an independent mutual fund ranking service.
</TABLE>
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

[PHOTO]

Portfolio Manager:  James Welch
Back Bay Advisers, L.P.

For  investors in both stocks and bonds, 1995 was an outstanding year.
The  stock  market, as measured by the Dow Jones Industrial  Average1,
repeatedly  reached  record  highs,  and  the  bond  market   provided
attractive yields and total returns.  In large measure, this reflected
the  Federal Reserve BoardOs success at bringing the economy in for  a
Osoft  landingO - economic growth has been moderate, and inflation  is
under control.

Almost  all  sectors of the bond market participated in a  rally  that
sustained  itself for most of the year.  There was a modest pull  back
during the second quarter, as investors turned their attention to  the
stock  market, but momentum was regained over the final six months  of
the  year.  The rally was driven by a sharp decline in interest rates.
From the beginning to the end of the FundOs fiscal year, the yield  on
30-year  Treasury bonds fell by 1.75 percentage points, from 7.70%  to
5.95%.   Although U.S. government bonds were the biggest beneficiaries
of   this  decline,  most  other  fixed-income  securities,  including
municipal bonds, received a significant boost as well.

How Your Fund Performed
The FundOs Class A shares posted a positive total return of 13.89% for
the 12-month period, based on net asset value.  We had anticipated the
economyOs soft landing, and had positioned the Fund early on  to  take
advantage  of such an environment.  We began upgrading the quality  of
the  securities in the FundOs portfolio during the prior fiscal  year,
and continued to do so throughout 1995.  As
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

interest  rates declined, the Oyield gapO between bonds of higher  and
lower  quality  narrowed, making it possible to invest  in  relatively
high  quality  bonds without sacrificing performance.   This  strategy
also  helped the Fund perform very well relative to other  funds  with
similar  objectives.  The FundOs total return stands  up  nicely  when
compared  to  the  13.27% return from the Lipper California  Municipal
Average(2).

In addition to its strong total return, your Fund continued to provide
a  high  level of tax-exempt income during the year.  On December  31,
1995, the FundOs yields for Class A and Class B shares were 4.93%  and
4.33%, respectively.a.  These translate into taxable equivalent yields
of 9.17% for Class A shares and 8.05% for Class B shares, based on the
maximum  combined  federal and California state  income  tax  rate  of
46.24%(3).

How We Managed Your Fund
The  stateOs  economy showed modest improvement during 1995,  although
events  in  Orange County continue to influence CaliforniaOs municipal
bond  market.  We had identified Orange County as a potential  trouble
spot  before  its well-publicized fiscal problems, and had  eliminated
its  debt  from  the  portfolio by the end of 1994.   Orange  CountyOs
problems   have  had  a  negative  impact  on  the  bonds   of   local
municipalities  throughout  California - as  a  consequence,  we  have
avoided local general obligation (GO) bonds.  The stateOs GOs, on  the
other  hand, became more attractive as CaliforniaOs economic prospects
improved.  From no exposure at the

a. Yield  is  calculated using a standard formula established  by  the
   Securities   and   Exchange  Commission,  and  is   an   annualized
   percentage  based on the yield earned for the FundOs  Class  A  and
   Class B shares during the 30 days ending December 31, 1995.

<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

beginning  of  1995,  we added some carefully selected  state  general
obligation bonds during the year.
Overall, we continue to emphasize essential service
revenue bonds, including utility bonds, because of their potential for
steady income.  The transportation sector, which includes highway  and
airport  revenue bonds, showed particular improvement as  the  economy
picked  up steam.  In this sector, many bonds are backed by  a  voter-
approved  allocation from state sales tax.  Airport  bonds  especially
benefited - usage fees increased along with passenger traffic.

Given the CongressOs stated desire to reform Medicare and Medicaid, we
have avoided investments in the health care sector.  One exception was
Valley  Health  Systems, a three-hospital county health care  complex.
When  this credit was originally issued, it was unrated.  Our internal
analysis identified it as a good prospect, and we realized significant
appreciation  when  the  credit was rated BBB  by  Standard  &  PoorOs
Corporation.

Outlook For the Municipal Market
We  believe  the  long-term  outlook for CaliforniaOs  municipal  bond
market  is positive.  The impact from events such as the impasse  over
the  federal  governmentOs debt ceiling and ongoing discussions  about
tax  reform  should prove to be short-term in nature.  In fact,  lower
prices that resulted from the marketOs concerns about tax reform  were
taken as a buying opportunity for the Fund.

Municipal   bonds   may   also  continue  to   enjoy   their   current
attractiveness compared to Treasury securities.  With

<PAGE>
some  municipal bonds yielding as much as 90% of Treasuries  at  year-
end,  they  offer exceptional value for investors.  This becomes  even
more apparent when municipal bond yields are compared to Treasuries on
a taxable-equivalent basis.

In  recent years, there has been a steady decline in the volume of new
issue municipal bonds in California - $20 billion were issued in 1995,
a decline of 21% from 1994.  This trend should continue in the future.
The  combination  of  relatively low supply  and  steady  demand  from
investors seeking relief from federal and state income taxes  suggests
a  favorable  environment for California municipal bonds and  for  the
Fund.
1. The  Dow  Jones  Industrial Average is an unmanaged  index  of  the
   price  of 30 stocks, all of which are traded on the New York  Stock
   Exchange.
2. The  Lipper  Average is an average of the total return  performance
   (calculated on the basis of net asset value) of funds with  similar
   objectives,  as  calculated  by  Lipper  Analytical  Services,   an
   independent mutual fund ranking service.
3. The  alternative  minimum  tax (AMT) may apply.  Some  federal  and
   state taxes may apply.

PORTFOLIO QUALITY AS OF DECEMBER 31, 1995

[A  pie chart appears here, illustrating the portfolio quality of  New
England Intermediate Term Tax Free Fund of California at December  31,
1995. The pie chart is broken in pieces representing credit ratings in
the following percentages.]
- --------------------------------------------
AAA                                   28.6%
AA                                     8.4%
A                                     25.9%
BBB                                     30%
BELOW BBB                                7%
- --------------------------------------------
AVERAGE PORTFOLIO QUALITY =A+
AVERAGE PORTFOLIO MATURITY = 10.5 YEARS
Quality rating provided by Standard & PoorOs

<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF CALIFORNIA

GLOSSARY FOR MUTUAL FUND INVESTORS

TOTAL RETURN - The change in value of a mutual fund investment over a
specific  time  period,  assuming  all  earnings  are  reinvested   in
additional shares
of the fund. Expressed as a percentage.
INCOME DISTRIBUTIONS - Payments to shareholders resulting from the net
interest or dividend income earned by a fundOs portfolio.
Capital  Gains  Distributions - Payments to  shareholders  of  profits
earned  from  selling securities in a fundOs portfolio. Capital  gains
distributions are usually paid once a year.
YIELD  - The rate at which a fund pays income. Yield calculations  for
30-day periods are standardized among mutual funds, based on a formula
developed by the Securities and Exchange Commission.
MATURITY - Refers to the period of time before principal repayment  on
a bond is due. A bond fundOs Oaverage maturityO refers to the weighted
average  of  the  maturities  of  all  the  individual  bonds  in  the
portfolio.
DURATION  -  A  measure, stated in years, of a  bond  or  bond  fundOs
sensitivity to interest rates. Duration is a means to directly compare
the  volatility of different instruments. As a general rule, for every
1% move in interest rates, a fund is expected to fluctuate in value as
indicated by its duration. For example, if interest rates fall by  1%,
a fund with a duration of 4 years should rise in value 4%. Conversely,
the fund should decline 4% if interest rates rise 1%.
TREASURIES  -  Negotiable  debt obligations of  the  U.S.  government,
secured  by  its  full  faith and credit.  The  income  from  treasury
securities is exempt from state and local income taxes, but  not  from
federal  income  taxes. There are three types  of  treasuries:   Bills
(maturity  of 3-12 months), Notes (maturity of 1-10 years)  and  Bonds
(maturity of 10-30 years).
MUNICIPAL BOND - A debt security issued by a state or municipality  to
finance public expenditures. Interest payments are exempt from federal
taxes  and  in most cases from state and local income taxes.  The  two
main types are General Obligation (GO) Bonds, which are backed by  the
full  faith  and  credit  and taxing powers of the  municipality;  and
Revenue  Bonds, supported by the revenues from a municipal enterprise,
such as airports and toll bridges.

<PAGE>
[LOGO]
NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

PORTFOLIO COMPOSITION, FINANCIAL STATEMENTS AND HIGHLIGHTS

NEW ENGLAND
INTERMEDIATE TERM
TAX FREE FUND
OF CALIFORNIA

DECEMBER 31, 1995

<PAGE>
PORTFOLIO COMPOSITION
Investments as of December 31, 1995

TAX EXEMPT BONDS--95.9% OF TOTAL NET ASSETS
<TABLE><CAPTION>
<C>        <S>                                               <C>      <C>         <C>

                                                                      RATINGS (
C)
                                                                      (UNAUDITE
D)
                                                                      ----------
      FACE                                                             STANDARD
    AMOUNT  ISSUER                                             MOODY'S & POOR'S    VALUE (A)
 -------------------------------------------------------------------------------
- -------------
            CALIFORNIA--82.0%
$1,000,000  California Educational Facilities Authority
            (Stanford Univ.), 7.000%, 01/01/04                     Aaa      AAA  $ 1,098,870
   995,000  California Housing Finance Agency 6.000%, 02/01/24      Aa      AA-    1,025,577
 1,000,000  California Housing Finance Agency
             6.050%, 08/01/15 (MBIA).                              AAA      AAA    1,019,690
 1,000,000  California Pollution Control Financing Authority
             6.900%, 09/01/06                                       --  A+/A-1+    1,079,760
 1,000,000  California Pollution Control Financing Authority
             8.750%, 01/01/07                                       A2        A    1,103,940
 1,000,000  California State Department of Water Resources
             5.000%, 12/01/12                                       AA       AA      979,830
 1,000,000  California State 7.000%, 06/01/02 (FGIC)               Aaa      AAA    1,142,560
 1,000,000  California State 5.250%, 10/01/14                       A1        A      982,360
 1,000,000  California State Zero Coupon Bond, 10/01/06             A1        A      577,330
 1,000,000  California State Public 6.400%, 09/01/08                 A       A-    1,065,180
 1,500,000  Duarte City of Hope, CA, 5.100%, 04/01/98.            Baa1       --    1,506,810
 2,030,000  Fresno United School District 7.250%, 03/01/07           A       --    2,248,103
 1,295,000  Fresno United School District 6.600%, 03/01/99           A       --    1,378,450
 1,000,000  Los Angeles County Transportation Sales Tax Revenue,
             6.500%, 07/01/13                                       A1      AA-    1,063,240
 1,000,000  Pleasanton Financing Authority 5.600 09/02/00          Baa       --    1,039,330
 1,000,000  Sacramento California Power Authority
             6.500%, 07/01/07                                       --     BBB-    1,072,890
 1,000,000  Sacramento Utility District 6.870%, 11/15/06 (d) (FSA) Aaa      AAA    1,081,110
 1,000,000  Sacramento Utility District 4.130%, 11/15/06 (d) (FSA) Aaa      AAA      999,990
 2,700,000  San Diego Port Facilities 6.600%, 12/01/02              --       --    2,605,500
 1,000,000  Southern California Public Power Authority
             5.000%, 07/01/15 (FSA)..                              AAA      AAA      964,980
 1,000,000  Southern California Rapid Transit District
             7.500%, 07/01/05 (MBIA).                              Aaa      AAA    1,149,400
 1,975,000  Stanislaus Solid Waste Authority 7.625%, 01/01/10       --     BBB+    2,148,701
 1,000,000  Valley Health Systems 6.250%, 5/15/99                   --     BBB-    1,023,280
 1,000,000  Yorba Linda, CA Redevelopment Agency,
             5.250%, 09/01/13 (MBIA).                              AAA      AAA      994,230
 2,000,000  Western & Central Basin Finance Authority
             6.470%, 08/01/06 (AMBAC)                              Aaa      AAA    2,062,080
                                                                                 -----------
                                                                                  31,413,191
                                                                                 -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

TAX EXEMPT BONDS--CONTINUED

                                                                      RATINGS (
C)
                                                                      (UNAUDITE
D)
                                                                      ----------
      FACE                                                             STANDARD
    AMOUNT  ISSUER                                             MOODY'S & POOR'S    VALUE (A)
 -------------------------------------------------------------------------------
- -------------
OTHER OBLIGATIONS--13.9%
$1,200,000Guam Airport Authority Revenue 6.600%, 10/01/10           --      BBB  $ 1,230,144
 1,000,000  Puerto Rico Commonwealth Highway Authority
             6.750%, 07/01/05                                     Baa1        A    1,098,790
 1,750,000  Virgin Islands Public Finance Authority
             7.700%, 10/01/04                                       --      BBB    1,951,040
   945,000  Virgin Islands Territory
             7.750%, 10/01/06                                       --       --    1,061,197
                                                                                 -----------
                                                                                   5,341,171
                                                                                 -----------
            Total Tax Exempt Bonds
             (Identified Cost $35,716,490)                                        36,754,362
                                                                                 -----------
            Total Investments--95.9%
             (Identified Cost $35,716,490)(b).                                    36,754,362
            Cash and receivables                                                   2,639,946
            Liabilities                                                          (1,070,440)
                                                                                 -----------
            Total Net Assets--100%                                               $38,323,868
                                                                                  ==========
<FN>
(a)  See Note 1a.
(b)  Federal Tax Information: At December 31, 1995 the net
     unrealized appreciation on investments based on Cost of
     $35,718,360 for federal income tax purposes was as follows:
     Aggregate gross unrealized appreciation for all investments
     in which there is an excess of value over tax cost    $ 1,270,121
     Aggregate gross unrealized depreciation for all investments
     in which there is an excess of tax cost over value.     (234,119)
                                                           -----------
Net unrealized appreciation                                $ 1,036,002
                                                            ==========
As of December 31, 1995, the Fund had a net tax basis capital loss
carryforward as follows:
Expiring December 31, 2002 $1,488,957

(c)  The  ratings shown are believed to be the most recent ratings available  at
     December  31, 1995. Securities are generally rated at the time of issuance.
     The rating agencies may revise their ratings from time to time. As a result
     there  can be no assurance that the same ratings would be assigned  if  the
     securities   were   rated  at  December  31,  1995.  The   Fund's   adviser
     independently  evaluates  the fund's portfolio  securities  and  in  making
     investment decisions does not rely solely on the ratings of agencies.
(d)  Floating rate demand notes are instruments whose interest rates change on a
     specific  date  (such  as  coupon  date or interest  payment  date).  These
     instruments are payable on demand and are secured by a letter of credit  or
     other  support agreements from banks. The rates shown were those in  effect
     at December 31, 1995.
</TABLE>
<PAGE>
STATEMENT OF ASSETS & LIABILITIES
December 31, 1995

<TABLE>
<S>                                         <C>          <C>
ASSETS
Investments at value                                       $36,754,362
Cash                                                           853,273
Receivable for:
Fund shares sold                                                77,429
Securities sold                                                981,657
Accrued interest                                               671,950
Unamortized organization expense.                               20,498
Due from investment advise                                      30,139
Prepaid registration expense                                     5,000
                                                           -----------
                                                            39,394,308
LIABILITIES
Payable for:
Securities purchased$983,527
Fund shares redeemed                           2,651
Dividends declared                            49,434
Accrued expenses:
Deferred trustees' fees                          205
Other expenses                                34,623
                                            --------
                                                             1,070,440
                                                           -----------
                                                           $38,323,868
                                                            ==========
NET ASSETS
Net Assets consist of:
Capital paid in                                            $38,755,920
Undistributed net investment income                             20,903
Accumulated net realized losses                            (1,490,827)
Unrealized appreciation on investments                       1,037,872
                                                           -----------
NET ASSETS                                                 $38,323,868
                                                            ==========
Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
($32,707,195 divided by 4,272,840 shares of beneficial
interest)                                                        $7.65
                                                                ======
Offering price per share (100/97.50 of 7.65)                    $7.85*
                                                                ======
Net asset value and offering price of Class B shares
($5,616,673 divided by 735,844 shares of beneficial
interest)                                                      $7.63**
                                                                ======
Identified cost of investments                             $35,716,490
                                                           ===========
<FN>
*    Based upon single purchases of less than $100,000. Reduced sales
     charges  apply for purchases in excess of these amounts.
**   Redemption price per share is equal to net asset value less any
     applicable  contingent deferred sales charges.

</TABLE>


<PAGE>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995

<TABLE>
<S>                                             <C>      <C>
INVESTMENT INCOME
Interest                                                    $2,233,235
Expenses
Management fees                                   $150,341
Service fees--Class A                               79,472
Service and distribution fees--Class B              57,947
Trustees' fees and expenses                         11,485
Administrative Services                             46,879
Custodian                                           66,655
Transfer agent                                      40,289
Audit and tax services                              15,000
Legal                                               20,148
Printing                                            15,595
Registration                                        20,751
Amortization of organization expenses                4,472
Miscellaneous                                        4,909
                                                ----------
Total expenses                                     533,943
Less expenses waived by the
investment adviser and
distributor                                     (227,359)      306,584
                                               ----------   ----------
Net investment income                                        1,926,651
REALIZED and UNREALIZED GAIN (LOSS)
on INVESTMENTS, OPTIONS AND
FUTURES CONTRACTS
Realized gain (loss) on:
Investments--net                                   391,557
Futures contracts--net                           (403,228)
Options contracts--net                              92,643
                                                ----------
Total realized gain on investments                  80,972
                                                ----------
Unrealized appreciation (depreciation) on:
Investments--net                                 2,828,977
Futures contracts--net                             (3,634)
Options contracts--net                              14,646
                                                ----------
Total unrealized appreciation on investments,
futures contracts                                2,839,989
                                                ----------
Net gain on investment transactions                          2,920,961
                                                            ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS                  $4,847,612
                                                             =========
</TABLE>
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
<S>                                    <C>              <C>

                                         YEAR ENDED         YEAR ENDED
                                       DECEMBER 31,       DECEMBER 31,
                                               1994               1995
                                        -----------        -----------
FROM OPERATIONS
Net investment income$ 1,954,991         $1,926,651
Net realized gain (loss) on investments,
options and
futures transactions                    (1,563,819)             80,972
Unrealized appreciation (depreciation)
on investments,
options and futures transactions        (2,499,562)          2,839,989
Increase (decrease) in net assets
from operations                         (2,108,390)          4,847,612
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A                                 (1,743,720)        (1,665,974)
Class B                                   (214,696)          (260,677)
In excess of net investment income
Class A                                     (1,353)            (9,744)
Class B                                       (737)            (1,589)
                                      -------------    ---------------
                                        (1,960,506)        (1,937,984)
                                      -------------    ---------------
Increase (decrease) in net assets
derived from capital
share transactions                        9,287,642          (591,705)
                                      -------------    ---------------
Total increase (decrease) in net assets   5,218,746          2,317,923
NET ASSETS
Beginning of the year                    30,787,199         36,005,945
                                      -------------    ---------------
End of the year                         $36,005,945       $ 38,323,868
                                      =============    ===============
UNDISTRIBUTED NET INVESTMENT INCOME
Beginning of the year                       $ 3,178           $ 29,558
                                        ===========       ============
End of the year                             $29,558           $ 20,903
                                        ===========       ============
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE><CAPTION>
<S>                        <C>            <C>           <C>
                                                CLASS A
                               ---------------------------------------
                            APRIL 23,(A)
                                THROUGH     YEAR ENDED      YEAR ENDED
                            DECEMBER 31,  DECEMBER 31,    DECEMBER 31,
                                    1993           1994           1995
                             ----------     ----------      ----------
Net Asset Value,
Beginning of Period               $7.50         $ 7.84          $ 7.08
                             ----------     ----------      ----------
Income From Investment Operations
Net Investment Income               0.26           0.38           0.39
Net Realized and Unrealized Gain
(Loss) on
Investments                         0.38         (0.76)           0.57
                             ----------     ----------      ----------
Total From Investment
Operations                          0.64         (0.38)           0.96
                             ----------     ----------      ----------
Less Distributions
Distributions From Net
Investment Income.                (0.26)         (0.38)         (0.39)
Distributions in Excess
of Net Investment Income          (0.04)           0.00           0.00
                             ----------     ----------      ----------
Total Distributions               (0.30)         (0.38)         (0.39)
                             ----------     ----------      ----------
Net Asset Value,
End of Period                     $7.84         $ 7.08          $ 7.65
                              ==========    ==========      ==========
Total Return (%)(d)                  8.6          (4.9)           13.9
Ratio of Operating Expenses
to Average Net Assets
(%)(b).                          0.70(c)           0.70           0.70
Ratio of Net Investment
Income to Average Net
Assets (%)                       4.88(c)           5.07           5.24
Portfolio Turnover Rate (%).      121(c)            212            167
Net Assets, End of Period (000) $28,938       $ 30,293        $ 32,707
<FN>
(a)  Commencement of operations.
(b)  Commencing   April   23,   1993  expenses  were  voluntarily   limited   to
     0.70%   of  Class  A  average  net  assets.  See  Note  4.  The  ratio   of
     operating  expenses  to  average  net  assets  without  giving  effect   to
     this   expense   limitation  would  have  been   1.49%   (annualized)   for
     the   period   ended  December  31,  1993,  1.33%  for   the   year   ended
     December 31, 1994 and 1.31% for the year ended December 31, 1995.
(c)       Computed on an annualized basis.
(d)  A   sales   charge   of  2.50%  (maximum)  was  not  reflected   in   total
     return    calculations.   Periods   less   than   one    year    are    not
     annualized.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS--Continued
<TABLE><CAPTION>
<S>                        <C>            <C>            <C>
                                                CLASS B
                           -------------------------------------------
                           SEPTEMBER 13,(A)
                                    THROUGH YEAR ENDED      YEAR ENDED
                               DECEMBER 31,DECEMBER 31,   DECEMBER 31,
                                       1993        1994           1995
                                     ------      ------         ------
Net Asset Value, Beginning of Period  $7.92      $ 7.84         $ 7.07
                                     ------      ------         ------
Income From Investment Operations
Net Investment Income.                 0.10        0.32           0.33
Net Realized and Unrealized Gain
(Loss)
on Investments                       (0.04)      (0.77)           0.56
                                     ------      ------         ------
Total From Investment Operations       0.06      (0.45)           0.89
                                     ------      ------         ------
Less Distributions
Distributions From Net Investment
Income                               (0.10)      (0.32)         (0.33)
Distributions in Excess of Net
Investment
Income                               (0.04)        0.00           0.00
                                     ------      ------         ------
Total Distributions                  (0.14)      (0.32)         (0.33)
                                     ------      ------         ------
Net Asset Value, End of Period        $7.84      $ 7.07         $ 7.63
                                     ======      ======         ======
Total Return (%)(d)                     0.8       (5.8)           12.9
Ratio of Operating Expenses to
Average Net
Assets (%)(b)                       1.45(c)        1.45           1.45
Ratio of Net Investment Income
to Average Net
Assets (%)                          3.68(c)        4.32           4.49
Portfolio Turnover Rate (%)          121(c)         212            167
Net Assets, End of Period (000)      $1,849      $5,713         $5,617
<FN>

(a)  Commencement of operations.
(b)  Commencing   September   13,   1993  expenses  were   voluntarily   limited
     to  1.45%  of  Class  B  average net assets.  See  Note  4.  The  ratio  of
     operating  expenses  to  average  net  assets  without  giving  effect   to
     this   expense   limitation  would  have  been   2.24%   (annualized)   for
     the   period   ended  December  31,  1993,  2.08%  for   the   year   ended
     December 31, 1994 and 2.06% for the year ended December 31, 1995.
(c)  Computed on an annualized basis.
(d)  Periods less than one year are not annualized.
</TABLE>

<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995

1.The   Fund   is   a   series   of  The  New  England   Funds   Trust   II,   a
Massachusetts   business   trust  (the  "Trust"),  and   is   registered   under
the  Investment  Company  Act  of  1940, as amended  (the  "1940  Act"),  as  an
open-end    management   investment   company.   The   Declaration   of    Trust
permits   the  Trustees  to  issue  an  unlimited  number  of  shares   of   the
Trust in multiple series (each series of shares a "Fund").

The   Fund  offers  both  Class  A  and  Class  B  shares.  The  Fund  commenced
its  public  offering  of  Class  B  shares  on  September  13,  1993.  Class  A
shares  are  sold  with  a  maximum  front end  sales  charge  of  2.50%.  Class
B  shares  do  not  pay  a  front end sales charge, but  pay  a  higher  ongoing
distribution  fee  than  Class  A  shares  for  eight  years  (at  which   point
they   automatically  convert  to  Class  A  shares),  and  are  subject  to   a
contingent   deferred  sales  charge  if  those  shares  are   redeemed   within
five  years  of  purchase.  Expenses of the  Fund  are  borne  pro-rata  by  the
holders   of   both   classes  of  shares,  except   that   each   class   bears
expenses   unique  to  that  class  (including  the  Rule  12b-1   service   and
distribution  fees  applicable  to  such class),  and  votes  as  a  class  only
with   respect  to  its  own  Rule  12b-1  Plan.  Shares  of  each  class  would
receive  their  pro-rata  share  of  the  net  assets  of  the  Fund,   if   the
Fund   were   liquidated.   In   addition,   the   Trustees   approve   separate
dividends on each class of shares.

The    following    is   a   summary   of   significant   accounting    policies
consistently  followed  by  the  Fund  in  the  preparation  of  its   financial
statements.   The   policies   are  in  conformity   with   generally   accepted
accounting principles for investment companies.

The   preparation   of  financial  statements  in  accordance   with   generally
accepted   accounting   principles  requires  management   to   make   estimates
and   assumptions   that  affect  the  reported  amounts  and   disclosures   in
the   financial   statements.   Actual   results   could   differ   from   those
estimates.

A.    SECURITY    VALUATION.The   Fund's   investment    adviser,    Back    Bay
Advisors,   L.P.   ("Back  Bay  Advisors"),  under  the   supervision   of   the
Fund's   trustees,   determines  the  value   of   the   Fund's   portfolio   of
securities,  using  valuations  provided  by  a  pricing  service  selected   by
Back   Bay   Advisors  and  other  information  with  respect  to   transactions
in     securities,    including    quotations    from    securities     dealers.
Valuations  of  securities  and  other  assets  owned  by  the  Fund  for  which
market   quotations  are  readily  available  are  based  on  those  quotations.
Short-term  obligations  that  will  mature  in  60  days  or  less  are  stated
at   amortized   cost,   which,  when  combined   with   accrued   interest   or
discount   earned,   approximates  market  value.  All  other   securities   and
assets  are  valued  at  their  fair  value  as  determined  in  good  faith  by
Back Bay Advisors under the supervision of the Fund's trustees.

B.    SECURITY    TRANSACTIONS    AND   RELATED    INVESTMENT    INCOME.Security
transactions  are  accounted  for  on the  trade  date  (the  date  the  buy  or
sell is executed). Dividend
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

income   is   recorded   on  the  ex-dividend  date  and  interest   income   is
recorded   on   the  accrual  basis.  Interest  income  is  increased   by   the
accretion   of   original  issue  discount.  Interest  income  is   reduced   by
the   amortization   of   premium.  In  determining  net   gain   or   loss   on
securities   sold,   the  cost  of  securities  has  been  determined   on   the
identified cost basis.

C.  OPTIONS  AND  FUTURES.  CALLS  AND  PUTS.The  Fund  may  write  (sell)  call
and  put  options  on  securities  to manage  its  exposure  to  interest  rates
and   the   bond  market.  Buying  futures,  writing  puts,  and  buying   calls
tend   to   increase   the   Fund's  exposure  to  the  underlying   instrument.
Selling   futures,  buying  puts,  and  writing  calls  tend  to  decrease   the
Fund's   exposure   to   the  underlying  instrument,  or   hedge   other   Fund
investments.  When  a  Fund  writes  a call  or  put  option,  an  amount  equal
to   the   premium   received   by  the  Fund  is   included   in   the   Fund's
statement   of  assets  and  liabilities  as  an  asset  and  as  an  equivalent
liability.   The   amount   of   the  liability   is   subsequently   marked-to-
market  to  reflect  the  current  market  value  of  the  option  written.  The
current   value   of   a   written  option  is  the   closing   price   on   the
principal  exchange  on  which  such  option  is  traded.  If  an  option  which
the  Fund  has  written  either  expires  on  its  stipulated  expiration  date,
or   if  the  Fund  enters  into  a  closing  purchase  transaction,  the   Fund
realizes  a  gain  (or  loss  if  the cost of  a  closing  purchase  transaction
exceeds   the   premium   received  when  the  option   was   written)   without
regard  to  any  unrealized  gain  or  loss  on  the  underlying  security,  and
the  liability  related  to  such  option is  extinguished.  If  a  call  option
which   the  Fund  has  written  is  exercised,  the  Fund  realizes  a  capital
gain  or  loss  from  the  sale  of the underlying  security  and  the  proceeds
from  such  sale  are  increased  by  the  premium  originally  received.  If  a
put  option  which  the  Fund  has  written is  exercised,  the  amount  of  the
premium  originally  received  will  reduce  the  cost  of  the  security  which
the Fund purchases upon exercise of the option.

The  premium  paid  by  a  Fund for the purchase of  a  call  or  a  put  option
is  included  in  the  asset  section of the  Fund's  statement  of  assets  and
liabilities   as  an  investment  and  subsequently  adjusted  to  the   current
market  value  of  the  option.  The current value  of  a  purchased  option  is
the   closing  price  on  the  principal  exchange  on  which  such  option   is
traded.   If   an   option  which  the  Fund  has  purchased  expires   on   the
stipulated  expiration  date,  the  Fund will  realize  a  loss  in  the  amount
of   the  cost  of  the  option.  If  the  Fund  enters  into  a  closing   sale
transaction,   the   Fund   will  realize  a  gain   or   loss,   depending   on
whether   the   sales   proceeds   from  the  closing   sale   transaction   are
greater  or  less  than  the  cost  of the  option.  If  the  Fund  exercises  a
purchased  put  option,  it  will  realize a gain  or  loss  from  the  sale  of
the   underlying   security  and  the  proceeds   from   such   sale   will   be
decreased   by   the   premium  originally  paid.  If  the  Fund   exercises   a
purchased call option, the cost of the security


<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

which   the   Fund   purchases  upon  exercise  will   be   increased   by   the
premium originally paid.

The   risk  in  writing  a  call  option  is  that  the  Fund  relinquishes  the
opportunity   to  profit  if  the  market  price  of  the  underlying   security
increases   and  the  option  is  exercised.  In  writing  a  put  option,   the
Fund   assumes   the   risk   of  incurring  a  loss   if   the   market   price
decreases  and  the  option  is  exercised.  In  addition,  there  is  the  risk
the  Fund  may  not  be  able  to  enter  into  a  closing  transaction  because
of an illiquid secondary market.

INTEREST RATE FUTURES CONTRACTS

The   Fund   may   purchase  and  sell  interest  rate  futures   contracts   to
hedge
against   changes  in  the  values  of  tax  exempt  municipal  securities   the
Fund  owns  or  expects  to  purchase.  An interest  rate  futures  contract  is
an  agreement  between  two  parties to buy  and  sell  a  security  for  a  set
price   (or   to   deliver  an  amount  of  cash)  on  a   future   date.   Upon
entering   into   such  a  contract,  the  purchasing  Fund   is   required   to
pledge  to  the  broker  an  amount  of  cash,  U.S.  Government  securities  or
other   high   quality   debt   securities  equal  to   the   minimum   "initial
margin"   requirements   of   the  exchange,  currently   up   to   $3,000   per
contract.  Pursuant  to  the  contract, the  Fund  agrees  to  receive  from  or
pay  to  the  broker  an  amount  of cash equal  to  the  daily  fluctuation  in
value   of   the   contract.   Such  receipts   or   payments   are   known   as
"variation   margin,"  and  are  recorded  by  the  Fund  as  unrealized   gains
or   losses.  When  the  contract  is  closed,  the  Fund  records  a   realized
gain  or  loss  equal  to  the  difference between the  value  of  the  contract
at the time it was opened and the value at the time it was closed.

The potential risk to the Fund is that the change in value of futures
contracts    primarily    corresponds   with    the    value    of    underlying
instruments  which  may  not  correspond to the  change  in  the  value  of  the
hedged  instruments.  In  addition, there is  a  risk  that  the  Fund  may  not
be   able   to   close   out  its  futures  positions   due   to   an   illiquid
secondary market.

D.   FEDERAL  INCOME  TAXES.The  Fund  intends  to  meet  the  requirements   of
the    Internal    Revenue    Code   applicable    to    regulated    investment
companies,  and  to  distribute  to  its shareholders  all  of  its  income  and
any   net   realized   capital   gains  at  least  annually.   Accordingly,   no
provision for federal income tax has been made.

E.   DIVIDENDS   AND  DISTRIBUTIONS  TO  SHAREHOLDERS.Dividends   are   declared
daily to shareholders of record at the time and are paid monthly.

The   timing   and  characterization  of  certain  income  and   capital   gains
distributions    are    determined    in    accordance    with    federal    tax
regulations    which    may   differ   from   generally   accepted    accounting
principles. These differences relate primarily to

<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued

December 31, 1995

differing  treatments  for  market  discount.  Permanent  book  and  tax   basis
differences   relating   to   shareholder   distributions   will    result    in
reclassification to paid in capital.

F.   REPURCHASE   AGREEMENTS.The   Fund,   through   its   custodian,   receives
delivery    of    the    underlying   securities   collateralizing    repurchase
agreements.   It   is  the  Fund's  policy  that  the  market   value   of   the
collateral  be  at  least  equal  to 100% of  the  repurchase  price.  Back  Bay
Advisors   is   responsible   for   determining   that   the   value   of    the
collateral   is   at  all  times  at  least  equal  to  the  repurchase   price.
Repurchase   agreements   could  involve  certain  risks   in   the   event   of
default  or  insolvency  of  the  other  party  including  possible  delays   or
restrictions   upon   the   Fund's  ability  to  dispose   of   the   underlying
securities.

G.   ORGANIZATION  EXPENSE.Costs  incurred  in  1993  in  connection  with   the
Fund's   organization  and  initial  registration  amounted   to   $26,500   and
were  paid  by  the  Fund.  These  costs are  being  amortized  over  60  months
beginning April 23, 1993.

2.PURCHASES   AND   SALES  OF  SECURITIES  (excluding  short-term   investments)
for the Fund for the year ended December 31, 1995 were $61,401,046 and
$63,735,206, respectively.

Investments  in  written  options  and  futures  contracts  for  the  Fund   for
the year ended December 31, 1995 are summarized as follows:
<TABLE><CAPTION>
<S>                                  <C>              <C>


                                            SALES OF FUTURES CONTRACTS
                                            --------------------------
                                         NUMBER OF      AGGREGATE FACE
                                  CONTRACTS VALUE         OF CONTRACTS
                                  ---------------        -------------
Open at December 31, 1994                       90          $8,993,790
Contracts opened                               395          43,510,011
Contracts closed                             (485)        (52,503,801)
                                        ---------        -------------
Open at December 31, 1995                        0                   0
                                           =======        ============

                                                       WRITTEN OPTIONS
                                                  --------------------
                                        NUMBER OF             PREMIUMS
                                        CONTRACTS             RECEIVED
                                        ---------            ---------
Open at December 31, 1994                       90             $24,728
Contracts opened                             1,110             589,698
Contracts closed                           (1,200)           (614,426)
                                         ---------           ---------
Open at December 31, 1995                       0$                   0
                                           =======            ========
</TABLE>

3A.   MANAGEMENT   FEES  AND  OTHER  TRANSACTIONS  WITH  AFFILIATES.During   the
year   ended   December   31,   1995,   the  Fund   incurred   management   fees
payable   to  its  investment  adviser,  Back  Bay  Advisors.  Certain  officers
and   directors   of  the  adviser  are  also  officers  or  trustees   of   the
Fund.   Back  Bay  Advisors  is  a  wholly  owned  subsidiary  of  New   England
Investment Companies, L.P. ("NEIC"), which is a




<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

majority owned subsidiary of New England Mutual Life Insurance
Company. The management agreement in effect during the year ended
December 31, 1995 provided for fees as set forth below:

FEES EARNED  ANNUAL PERCENTAGE RATE FUND ANNUAL NET ASSET VALUE LEVELS
- -----------  ---------------------- ----------------------------------
$150,341(a)                  0.400%             the first $200 million
                             0.375%              the next $300 million
                             0.350%       the excess over $500 million

(a) Before reduction pursuant to voluntary expense limitations. See
Note 4.

Effective   January  1,  1996,  New  England  Funds  Management,   L.P.   became
the
adviser  for  the  Fund  with  the  aforementioned  adviser  being  retained  as
the Fund's sub-adviser.

B.  SERVICE  AND  DISTRIBUTION  FEES.Pursuant  to  Rule  12b-1  under  the  1940
Act,  the  Trust  has  adopted  a  Service Plan relating  to  the  Fund's  Class
A   shares   (the   "Class  A  Plan")  and  a  Service  and  Distribution   Plan
relating to the Fund's Class B shares (the "Class B Plan").

Under   the  Class  A  Plan,  the  Fund  pays  New  England  Funds,  L.P.  ("New
England   Funds")  a  monthly  service  fee  at  the  annual  rate  of   up   to
0.25%  of  the  average  daily  net  assets attributable  to  the  Fund's  Class
A   shares,  as  reimbursement  for  expenses  (including  certain  payments  to
securities   dealers,   who   may  be  affiliated  with   New   England   Funds)
incurred   by   New   England   Funds   in  providing   personal   services   to
investors   in   Class   A   shares  and/or  the  maintenance   of   shareholder
accounts.   For   the  year  ended  December  31,  1995,  the  Fund   paid   New
England  Funds  $79,472  in  fees  under the  Class  A  Plan.  If  the  expenses
of  New  England  Funds  that  are  otherwise reimbursable  under  the  Class  A
Plan  incurred  in  any  year  exceed the amounts  payable  by  the  Fund  under
the   Class   A  Plan,  the  unreimbursed  amount  (together  with  unreimbursed
amounts  from  prior  years)  may  be  carried  forward  for  reimbursement   in
future  years  in  which  the  Class  A  Plan  remains  in  effect.  The  amount
of unreimbursed expenses carried forward into 1996 is $179,456.

Under   the   Class  B  Plan,  the  Fund  pays  New  England  Funds  a   monthly
service  fee  at  the  annual  rate of up to 0.25%  of  the  average  daily  net
assets  attributable  to  the  Fund's  Class  B  shares,  as  compensation   for
services    provided    and   expenses   (including    certain    payments    to
securities   dealers,   who   may  be  affiliated  with   New   England   Funds)
incurred   by   New   England   Funds   in  providing   personal   services   to
investors   in   Class   B   shares  and/or  the  maintenance   of   shareholder
accounts.   For   the  year  ended  December  31,  1995,  the  Fund   paid   New
England Funds $14,486 in service fees under the Class B Plan.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

Also under the Class B Plan, the Fund pays New England Funds a monthly
distribution   fee  at  the  annual  rate  of  up  to  0.75%  of   the   average
daily   net   assets   attributable  to  the   Fund's   Class   B   shares,   as
compensation   for   services   provided   and   expenses   (including   certain
payments  to  securities  dealers,  who  may  be  affiliated  with  New  England
Funds)   incurred  by  New  England  Funds  in  connection  with  the  marketing
or  sale  of  Class  B  shares.  For  the year  ended  December  31,  1995,  the
Fund   paid   New  England  Funds  $43,461  in  distribution  fees   under   the
Class B Plan.

Commissions   (including   contingent   deferred   sales   charges)   on    Fund
shares  paid  to  New  England  Funds  by  investors  of  shares  of  the   Fund
during the year ended December 31, 1995 amounted to $131,882.

C.    TRANSFER   AGENT   FEES.New   England   Funds   is   the   transfer    and
shareholder   servicing  agent  to  the  Fund.  For  the  year  ended   December
31,  1995,  the  Fund  paid  New  England  Funds  $32,033  as  compensation  for
its services in that capacity.

D.   ADMINISTRATIVE   SERVICES  FEE.New  England   Funds   provides   the   Fund
with  office  space,  facilities  and  equipment,  services  of  executive   and
other   personnel   and   certain   administrative   services   all   under   an
Administrative  Services  Agreement.  Under  this  agreement,  the   Fund   pays
New   England  Funds  a  fee  at  the  annual  rate  of  0.125%  of  the  Fund's
average  daily  net  assets.  New  England  Funds  waived  its  entire  fee   of
$46,879   for   the   year   ended  December  31,  1995   because   total   Fund
expenses exceeded the Fund's voluntary expense limitation. See Note 4.

E.   TRUSTEES   FEES  AND  EXPENSES.The  Fund  does  not  pay  any  compensation
directly   to  its  officers  or  trustees  who  are  directors,  officers,   or
employees   of   Back   Bay  Advisors,  New  England  Funds,   NEIC   or   their
affiliates,   other   than   registered   investment   companies.   Each   other
trustee is compensated by the Fund as follows:

          Annual Retainer                    $800
          Meeting Fee                        $125/meeting
          Committee Meeting Fee              $75/meeting
          Committee Chairman Retainer        $125/year

A   deferred   compensation   plan  is  available   to   the   trustees   on   a
voluntary   basis.   Each   participating  trustee  will   receive   an   amount
equal  to  the  value  that  such  deferred compensation  would  have  had,  had
it been invested in the Fund on the normal payment date.

4.EXPENSE   LIMITATIONS.Commencing   April   23,   1993   and   until    further
notice   to   the   Fund,  Back  Bay  Advisors  and  New  England   Funds   have
voluntarily   agreed   to   reduce  management   and   administrative   services
fees  in  order  to  limit  the  Fund's expenses to  an  annual  rate  of  0.70%
of the Fund's Class A average daily net assets
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

and,  effective  September  13,  1993,  1.45%  of  Class  B  average  daily  net
assets.   As   a   result  of  the  Fund's  expenses  exceeding  the   foregoing
expense   limitation  during  the  year  ended  December  31,  1995,  Back   Bay
Advisors  waived  its  entire  management  fee  of  $150,341  and  New   England
Funds waived its entire administrative fee of $46,879.

5.CONCENTRATION    OF    CREDIT.The   Fund    primarily    invests    in    debt
obligations
issued   by   the   State   of   California  and  its  political   subdivisions,
agencies   and   public  authorities  to  obtain  funds   for   various   public
purposes.   The  Fund  is  more  susceptible  to  factors  adversely   affecting
issuers    of   California   municipal   securities   than   is   a   comparable
municipal   bond   fund  that  is  not  so  concentrated.   Uncertain   economic
and   fiscal  conditions  may  affect  the  ability  of  issuers  of  California
municipal securities to meet their financial obligations.

6.CAPITAL  SHARES.At  December  31,  1995  there  was  an  unlimited  number  of
shares   of   beneficial  interest  authorized,  divided   into   two   classes,
Class  A  and  Class  B  capital  stock. Transactions  in  capital  shares  were
as follows:
<TABLE><CAPTION>
<S>                    <C>        <C>           <C>       <C>
                                    YEAR ENDED              YEAR ENDED
                             DECEMBER 31, 1994       DECEMBER 31, 1995
                         ---------------------    --------------------
CLASS A                     SHARES      AMOUNT    SHARES        AMOUNT
                          --------     -------    -------      -------
Shares sold.             2,302,625$17,416,312     788,727  $ 5,839,073
Shares issued in
connection
with the
reinvestment of:
Distributions from net
investment
income                     130,833    965,605     125,283      929,591
                          --------     -------    -------      -------
                         2,433,458 18,381,917     914,010    6,768,664
Shares repurchased     (1,842,280)(13,458,803)  (922,790)  (6,815,110)
                       ----------- -----------  ---------  -----------
Net increase (decrease)    591,178  $4,923,114   (8,780)    $ (46,446)
                       ===========  ==========  =========  ===========
                                    YEAR ENDED              YEAR ENDED
                             DECEMBER 31, 1994       DECEMBER 31, 1995
                         ---------------------    --------------------
CLASS B                     SHARES      AMOUNT    SHARES        AMOUNT
                          --------     -------    -------      -------
Shares sold                745,373  $5,588,462     93,955    $ 683,998
Shares issued in
connection with the
reinvestment of:
Distributions from
net investment
income                      11,253       82,70    714,354      106,386
                          --------     -------    -------      -------
                          756,626   5,671,169     108,309      790,384
Shares repurchased      (184,681) (1,306,641)   (180,341)  (1,335,643)
                       ----------- -----------  ---------  -----------
Net increase (decrease)    571,945 $4,364,528   (72,032)    $(545,259)
                       ===========  ==========  =========  ===========
Increase (decrease)
derived from
capital shares
transactions             1,163,123 $9,287,642   (80,812)    $(591,705)
                       ===========  ==========  =========  ===========
</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Board  of  Trustees  of  New England  Trust  II  and  the  Shareholders
of the NEW ENGLAND INTERMEDIATE TERM TAX FREE OF CALIFORNIA

We   have   audited  the  accompanying  statement  of  assets  and  liabilities,
including   the   schedule  of  portfolio  investments,  of  the   New   England
Intermediate  Term  Tax  Free  Fund  of California  as  of  December  31,  1995,
and   the   related  statement  of  operations  for  the  year  ended  and   the
statements  of  changes  in  net  assets for  each  of  the  two  years  in  the
period   then   ended  and  financial  highlights  for  each  of   the   periods
indicated   herein.   These  financial  statements  and   financial   highlights
are  the  responsibility  of  the  Fund's  management.  Our  responsibility   is
to   express   an   opinion   on  these  financial  statements   and   financial
highlights based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and  perform  the   audit
to   obtain   reasonable  assurance  about  whether  the  financial   statements
and   financial  highlights  are  free  of  material  misstatement.   An   audit
includes   examining,  on  a  test  basis,  evidence  supporting   the   amounts
and   disclosures   in   the  financial  statements.  Our  procedures   included
confirmation   of   securities   owned   as   of   December   31,    1995,    by
correspondence  with  the  custodian  and  brokers.  An  audit   also   includes
assessing   the   accounting   principles   used   and   significant   estimates
made   by   management,   as   well   as  evaluating   the   overall   financial
statement    presentation.   We   believe   that   our    audits    provide    a
reasonable basis for our opinion.

In   our   opinion,   the   financial  statements   and   financial   highlights
referred   to   above   present   fairly,  in   all   material   respects,   the
financial  position  of  the  New  England  Intermediate  Term  Tax  Free   Fund
of   California  as  of  December  31,  1995  the  results  of  its   operations
for  the  year  ended  December  31,  1995 and  the  statements  of  changes  in
its  net  assets  for  each  of  the two years in  the  period  then  ended  and
the    financial   highlights   for   the   periods   indicated    herein,    in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
February 2, 1996
<PAGE>
SHAREHOLDER MEETING
(UNAUDITED)

At a special shareholders' meeting held on December 28, 1995, shareholders of
the Intermediate Term Tax Free Fund of California voted for the following
proposals:
<TABLE><CAPTION>
<S>                                 <C>         <C>             <C>         <C>           <C>
                                     VOTED       VOTED   ABSTAINED       BROKER         TOTAL
                                       FOR     AGAINST        VOTES   NON-VOTES         VOTES
- --------------------------------------------------------------------------------
- ----------------
1. To approve new investment
 advisory arrangements to
 be effective upon the
 merger of New England
 Mutual Life Insurance
 Company into Metropolitan
 Life Insurance Company,
 such arrangements to be
 substantially identical to
 the investment advisory
 arrangements in effect for
 the Fund immediately prior
 to such merger              2,666,391.488  14,129.860  164,604.924             2,845,126.272
                             ============= ===========  ===========
2. To approve a new Advisory
 Agreement between the Fund
 and New England Funds
 Management, L.P.
 ("NEFM")                    2,664,383.543  14,677.531  166,065.198             2,845,126.272
                            =============  ==========   ===========
3. To approve a related Sub-
 Advisory Agreement between
 NEFM and such Fund's
 current investment
 adviser.                    2,570,499.618  18,047.531  256,579.123             2,845,126.272
                             ============= ==========   ===========

SAVING FOR RETIREMENT

AN EARLY START CAN MAKE A BIG DIFFERENCE

With   todayOs  lengthening  life  spans,  you  may  be  retired  for  20  years
or    more   after   you   complete   your   working   career.   Living    these
retirement   years   the  way  youOve  dreamed  of  will  require   considerable
financial   resources.  While  itOs  never  too  late  to  start  a   retirement
savings  program,  itOs  certainly  never  too  early:  The  sooner  you  begin,
the longer the time your money has to grow.

The   chart   below   illustrates   this  point   dramatically.   One   investor
starts  at  age  30,  saves  for  just  10 years,  then  leaves  the  investment
to   grow.   The  second  investor  starts  10  years  later  but   saves   much
longer   -   for   25   years,   in  fact.  Can   you   guess   which   investor
accumulates the greater retirement nest egg?
For the answer, look at the chart.

AN EARLY START CAN MAKE A BIG DIFFERENCE
[A chart in the form of a line graph appears here, comparing the
growth of investments made for 10 years by an investor who begins
investing at age 30 to the growth of investments made for twenty-five
years by an inestor who begins investing at age 40. A hypothetical
appreciation of 10% is assumed. The data points from the graph are as
follow:]

Investor A - Begins at age 30 for 10 years:
Age                Growth of Investments
30                                $2,000
35                               $15,431
40                               $35,062
45                               $90,943
55                              $146,464
60                              $235,882
65                              $379,890


Investor B - Begins investing at age 40 for 25 years:
Age                Growth of Investments
40                                $2,000
45                               $15,431
50                               $37,062
55                               $71,899
60                              $128,005
65                              $216,364

Assumes   10%   hypothetical  appreciation.  For  illustrative   purposes   only
and not indicative of future performance of any New England Fund.

Investor  A  invested  $20,000,  less  than  half  of  investor  BOs  commitment
- -  and  for  less  than  half the time. Yet investor A  wound  up  with  a  much
greater  retirement  nest  egg.  The  reason?  ItOs  all  thanks  to  an   early
start.

New   England   Funds   has   prepared  a  number  of   informative   retirement
planning   guides.   Call   your  financial  representative   or   New   England
Funds today, and ask for the guide that best fits your personal needs.
<PAGE>
REGULAR INVESTING PAYS

FIVE GOOD REASONS TO INVEST REGULARLY
1.   ItOs an easy way to build assets
2.   ItOs convenient and effortless
3.   It requires a low minimum to get started
4.   It can help you reach important long-term goals like retirement
     or college funding
5.   It can help you benefit from the ups and downs of the market
     With Investment Builder, New England FundsO automatic investment
     program, you can invest as little as $50 a month in your New
     England Fund automatically - without even writing a check. And,
     as you can see from the chart below, your monthly investments can
     really add up over time.

THE POWER OF MONTHLY INVESTING

[A line graph appears here, illustrating the hypothetical accumulation
of monthly investments at an 8% annual rate of return. The data points
of the graph are as follows:]

Monthly investments of $50

Years                Growth of Monthly Investments
0                                               $0
5                                           $3,661
10                                          $9,040
15                                         $16,943
20                                         $28,555
25                                         $45,618

Monthly investments of $100

Years                Growth of Monthly Investments
0                                               $0
5                                           $7,322
10                                         $18,079
15                                         $33,886
20                                         $57,111
25                                         $91,236
Monthly investments of $200

Years                Growth of Monthly Investments
0                                               $0
5                                          $14,643
10                                         $36,158
15                                         $67,772
20                                        $114,222
25                                        $182,472
Monthly investments of $500

Years                Growth of Monthly Investments
0                                               $0
5                                          $36,608
10                                         $90,396
15                                        $169,429
20                                        $285,555
25                                        $456,181
For   illustrative   purposes   only.  These  figures   represent   hypothetical
accumulation  at  an  8%  annual  rate of return,  and  are  not  indicative  of
future  performance  of  any  New England Fund.  The  value  of  a  New  England
Fund will fluctuate with changing market conditions.

This program cannot assure a profit nor protect against a loss in a
declining market. It does, however, ensure that you buy more shares
when the price is low and fewer shares when the price is high.

You can start an Investment Builder program with your current New
England Fund account, or with any of our other funds. To open an
Investment Builder account today, call your financial representative
or New England Funds at 1-800-225-5478.
<PAGE>
INFORMATION ON CALL
YOU CAN CALL NEW ENGLAND FUNDS DAY OR NIGHT
Do you like to keep on top of your New England Funds but canOt always
call us during regular business hours? With Tele#Facts, New England
FundsO 24-hours a day automated telephone system, you can call us any
time thatOs convenient for you - day or night!
By calling 1-800-346-5984 from any Touch-Tone" telephone, you can:
- - Check the current value of your New England Fund account
- - Find out the current yield and total return on any New England Fund
- - Buy, sell or exchange fund shares

Just remember to have these four items with you before calling:
1.YOUR PERSONAL IDENTIFICATION NUMBER which is the last four digits of
your Social Security number
2.THE FUND NUMBER - two- or three-digit number listed on the
Tele#Facts
wallet card
3.FUNCTION NUMBER - listed on the Tele#Facts wallet card
4.ACCOUNT NUMBER - listed on all your statements

You can get the information you need to use Tele#Facts from the back
of your statement. If you need another Tele#Facts wallet card or have
questions about getting started, please call us at 1-800-225-5478.

So go ahead and give Tele#Facts a try. We think youOll enjoy this easy-
to-use and convenient service from New England Funds!

<PAGE>
NEW ENGLAND FUNDS

                              STOCK FUNDS
                                   
                         Growth Fund of Israel
                       International Equity Fund
                          Star Worldwide Fund
                              Growth Fund
                          Star Advisers Fund
                          Capital Growth Fund
                               Value Fund
                       Growth Opportunities Fund
                             Balanced Fund
                                   
                              BOND FUNDS
                                   
                           High Income Fund
                         Strategic Income Fund
                       Government Securities Fund
                            Bond Income Fund
                   Limited Term U.S. Government Fund
                  Adjustable Rate U.S. Government Fund
                                   
                           TAX EXEMPT FUNDS
                                   
                         Municipal Income Fund
                   Massachusetts Tax Free Income Fund
             Intermediate Term Tax Free Fund of California
              Intermediate Term Tax Free Fund of New York
                                   
                          MONEY MARKET FUNDS
                                   
                         Cash Management Trust
                         - Money Market Series
                         - U.S. Government Series
                     Tax Exempt Money Market Trust
                                   
               To learn more, and for a free prospectus,
                contact your financial representative.
                                   
                        New England Funds, L.P.
                          399 Boylston Street
                           Boston, MA  02116
                        Toll Free  800-225-5478

 This material is authorized for distribution to prospective investors
 when it is preceded or accompanied by the FundOs current prospectus,
 which contains information about distribution charges, management and
 other items of interest. Investors are advised to read the prospectus
                      carefully before investing.
<PAGE>
Bulk Rate
U.S. Postage
Paid
Brockton, MA
Permit No. 770

[LOGO]
NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

399 Boylston Street
Boston, Massachusetts
02116

[LOGO]
QUALITY
TESTED SERVICE
1996
DALBAR
HONORS COMMITMENT TO:
INVESTORS

CA56

[RECYCLE LOGO] PRINTED ON RECYCLED PAPER
<PAGE>
APPENDIX TO FORM N-30D FILINGS TO DESCRIBE DIFFERENCES BETWEEN PRINTED
AND EDGAR-FILED TEXTS.

(1)  Rule lines for tables are omitted.

(2)  Italic typefaces is displayed in normal type.

(3)  Boldface type is displayed in capital letters.

(4)  Headers (e.g. the names of the fund) and footers (e.g. page
     numbers and OSee accompanying notes to financial statementsO) are
     omitted.

(5)  Because the printed page breaks are not reflected, certain
     tabular and columnar headings and symbols are displayed
     differently in this filing.

(6)  Bullet points, leaders and similar graphic symbols are omitted.

(7)  Page numbering is different.


</TABLE>


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