NEW ENGLAND FUNDS TRUST II
N-30D, 1996-03-14
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[LOGO]
NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

ANNUAL REPORT AND PERFORMANCE UPDATE

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

<PAGE>

January 31, 1996
DEAR SHAREHOLDER,
ItOs a real pleasure to present to you the 1995 Annual Report for New
England Intermediate Term Tax Free Fund of New York, 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(tm) 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 NEW YORK

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 a theoretical 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 New York
 - Net Asset Value(1)
Year                                                           Amount
- -----                                                          ------
1995                                                           $11,800
1994                                                           $10,304
1993                                                           $10,738
4/23/93                                                        $10,000

New England Intermediate Term Tax Free Fund of New York
 - With Maximum Sales Charge(2)

Year                                                           Amount
- -----                                                          ------
1995                                                           $11,505
1994                                                           $10,047
1993                                                           $10,470
4/23/93                                                         $9,750

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 NEW YORK

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/95*
<TABLE><CAPTION>
<S>                                 <C>     <C>
CLASS A                               1 YEAR SINCE INCEPTION (4/23/93)
Net Asset Value(1)                    14.52%                     6.34%
With Max. Sales Charge(2)              11.68                      5.36
Lipper NY Municipal Average(6)         12.71                      5.49

 CLASS B (Inception 9/13/93)          1 YEAR           SINCE INCEPTION
Net Asset Value(1)                    13.68%                     3.69%
With CDSC(3)                            9.68                      2.47
Lehman Municipal Index(4)              17.46                      5.63
Lipper NY Municipal Average(6)         12.71                      4.60

12/31/95 YIELDS*                     CLASS A                   CLASS B

SEC 30-day Yield                       4.73%                     4.12%
NY State Taxable Equivalent Yield       8.48                      7.38
NY City Taxable Equivalent Yield        8.90                      7.76
<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 New York state income  tax  bracket  of
44.19%  or  the  combined Federal, New York State and  New  York  City
income  tax  bracket of 46.88%. 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  2.5%  at
     the time of purchase of Class A shares.
3    With  Contingent Deferred Sales Charge (CDSC) performance assumes
     a  maximum 4% sales charge is 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 NEW YORK

NEW ENGLAND INTERMEDIATE TERM
TAX FREE FUND OF NEW YORK
[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 Average(1), 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: At year-end,  economic
growth was moderate, and inflation 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 14.52% 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 interest rates
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK

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 12.71% return from the Lipper New York Municipal Average(2).

NUMBER ONE RANKED FUND
WE  ARE  VERY PLEASED TO NOTE THAT YOUR FUND WAS THE TOP PERFORMER  IN
1995  AMONG  THE  24 FUNDS INCLUDED IN THE LIPPER NEW  YORK  MUNICIPAL
AVERAGE.  IN ADDITION, THE FUND IS RANKED NUMBER ONE SINCE  ITS  APRIL
1993 INCEPTION, AMONG THE 11 PEER FUNDS IN EXISTENCE SINCE THAT DATE.

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 4.73%  and
4.12%, respectively.a.  These translate into taxable equivalent yields
of 8.48% for Class A shares and 7.38% for Class B shares, based on the
maximum combined federal and New York state income tax rate of 44.19%.
For  New  York City residents in the maximum combined tax  bracket  of
46.88%,  the taxable equivalent yields were 8.90% for Class  A  shares
and 7.76% for Class B shares(3).

HOW WE MANAGED YOUR FUND
Overall,  the  stateOs  economy continued to strengthen  during  1995,
while  New  York  City remained a source of concern.  We  had  already
reduced our exposure to 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
     shares and Class B shares during the 30 days ending December  31,
     1995.
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK

CityOs  general obligation bonds before its debt rating was downgraded
from  A-  to  BBB+,  the  lowest tier of the investment  grade  rating
spectrum.  When selecting City debt, we have emphasized higher  coupon
bonds  -  these  tend to hold their value during periods  of  economic
uncertainty.  We sold our remaining City investments in the healthcare
sector,  prompted by the CongressOs stated desire to  reform  Medicare
and Medicaid.

The  state  as  a  whole,  and regions along the  Canadian  border  in
particular,  benefited from the North American Free  Trade  Agreement.
We  took  advantage of the favorable climate by giving some state  and
local  general  obligation  bonds greater exposure,  although  revenue
bonds  issued  to  fund  essential services remain  prominent  in  the
portfolio.   The  transportation sector, which  includes  highway  and
airport  revenue bonds, showed particular improvement as  the  economy
picked  up  steam.  Airport bonds especially benefited  -  usage  fees
increased along with passenger traffic.

OUTLOOK FOR THE MUNICIPAL MARKET
We  believe the long-term outlook for New YorkOs 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 some  municipal
bonds  yielding as much as 90% of Treasuries at year-end,  they  offer
exceptional value for
<PAGE>
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK

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 New York - $18.7 billion were issued in 1995,
a slight decline 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 New York 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 New York at  December  31,
1995. The pie chart is broken in pieces representing credit ratings in
the following percentages.]

Credit Rating                    Percentage
- -------------                    ----------
AAA                                     17%
AA                                     5.7%
A                                     18.7%
BBB                                     57%
CASH                                   1.6%
- --------------------------------------------
AVERAGE PORTFOLIO QUALITY =A-
AVERAGE PORTFOLIO MATURITY = 10 YEARS

Quality rating provided by Standard & PoorOs.
NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW YORK

Glossary for Mutual Fund Investors

TOTAL RETURN D 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 D Payments to shareholders resulting from the net
interest or dividend income earned by a fundOs portfolio.

CAPITAL  GAINS  DISTRIBUTIONS D Payments to  shareholders  of  profits
earned  from  selling securities in a fundOs portfolio. Capital  gains
distributions are usually paid once a year.

YIELD  D 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 D 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  D  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  D  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 3D12 months), Notes (maturity of 1D10 years)  and  Bonds
(maturity of 10D30 years).

MUNICIPAL BOND D 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 OF NEW ENGLAND FUNDS APPEARS HERE]

NEW ENGLAND FUNDS
Where The Best Minds Meet (TM)


PORTFOLIO COMPOSITION, FINANCIAL STATEMENTS AND HIGHLIGHTS

NEW ENGLAND
INTERMEDIATE TERM
TAX FREE FUND
OF NEW YORK

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

TAX EXEMPT BONDS--99.8% OF TOTAL NET ASSETS
<TABLE><CAPTION>
                                              RATINGS (C)
                                              (UNAUDITED)
                                       ------------------
FACE                                               STANDARD
AMOUNT     ISSUER                           MOODY'S& POOR'S VALUE (A)
- ----------------------------------------------------------------------
<C>         <S>                               <C>     <C>   <C>
            NEW YORK--78.2%
  $250,000  Albany, NY, Housing Authority,
            6.250%, 10/01/12                   Baa1      --  $258,165
   500,000  Buffalo, NY, Sewer Authority
            Revenue, 07/01/12 (FGIC)
            5.000%                              AAA     AAA   491,730
   750,000  Hempstead Town Industrial
            Development Agency,
            7.400%, 12/01/10                   Baa1      A-   782,197
   700,000  Metropolitan Transportation
            Authority,
            7.125%, 07/01/09                   Baa1     BBB   783,468
   685,000  New York City, 8.00%, 08/01/03     Baa1    BBB+   786,264
   500,000  New York City, 7.25%, 08/15/07     Baa1    BBB+   564,220
   500,000  New York City, 5.75%, 02/01/08     Baa1    BBB+   496,965
            1,065,000 New York, Prerefunded,
            8.400%, 11/15/08                    AAA     AAA 1,298,448
   250,000  New York City Municipal Water,
            Prerefunded,
            7.000%, 06/15/09                    AAA     AAA   284,445
   250,000  New York City Municipal Water,
            7.000%, 06/15/09                     A        A   281,462
 1,000,000  New York State Certificates, 6.000%,
            09/01/98                           Baa1     BBB 1,044,500
   500,000  New York State Dorm. Authority,
            5.750%, 7/01/07.                   Baa1    BBB+   514,400
   350,000  New York State Dorm. Authority,
            5.50%, 05/15/10                    Baa1     BBB   346,209
   500,000  New York State Dorm. Authority,
            6.250%, 05/15/14                   Baa1    BBB+   520,460
   500,000  New York State Housing Finance
            Agency, 5.375%, 03/15/11           Baa1     BBB   481,610
   500,000  New York State Local Government
            Assistance, 7.250%, 04/01/07         A        A   569,925
   200,000  New York State Local Government
            Assistance, 6.00%, 04/01/08          A        A   215,088
   500,000  New York State Mortgage Revenue
            6.250%, 04/01/10                     AA      --   532,800
   500,000  New York State Urban Development
            Corp., 6.2500%, 01/01/09.          Baa1     BBB   533,045
   650,000  New York State Urban Development
            Corp., 5.700%, 04/01/05            Baa1     BBB   674,512
   500,000  Niagara Falls, NY Bridge Commission,
            5.125%, 10/01/08                    Aaa     AAA   504,350
   560,000  Oneida, Herkimer, 6.600%, 04/01/04. Baa     BBB   597,643
   500,000  Oneida, Herkimer, 6.650%, 04/01/05. Baa     BBB   536,300
   500,000  Syracuse, NY Industrial Development
            Agency, 5.125%,10/15/02              --      AA   506,960
   500,000  Yonkers, NY, 6.000%, 08/01/03.      Aaa     AAA   554,435
                                                           -----------
                                                           14,159,601
                                                           -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

TAX EXEMPT BONDS--CONTINUED
FACE                                               STANDARD
AMOUNT     ISSUER                           MOODY'S& POOR'S VALUE (A)
- ----------------------------------------------------------------------
           OTHER OBLIGATIONS--21.6%
  $500,000 Guam Airport Authority,
           6.400%, 10/01/05               --          BBB   $514,530
   500,000 Guam Airport Authority,
           6.600%, 10/01/10               --          BBB    512,560
1,000,000  Puerto Rico Highway &
           Transportation Auth.,
           7.162%, 07/01/04.            Baa1           A-  1,071,370
   500,000 Puerto Rico Electric Power
           Authority, 5.900%, 07/01/03  Baa1           A-    534,590
1,135,000  Virgin Islands Public
           Finance Authority,
           7.750%, 10/01/06.              --          BBB  1,274,560
                                                         -----------
                                                           3,907,610
                                                         -----------
           Total Tax Exempt Bonds
           (Identified Cost $17,242,353)                  18,067,211
                                                         -----------
SHORT-TERM INVESTMENTS--1.1%
   191,000 Household Finance Corp.,
           5.500%, 01/03/96                                  190,942
                                                         -----------
           Total Short-Term Investments
                (Identified Cost $190,942).                  190,942
                                                         -----------
            Total Investments--100.8%
           (Identified Cost $17,433,295)(b)               18,258,153
           Cash, receivables and other assets.               472,350
           Liabilities                                     (624,740)
                                                         -----------
           Total Net Assets--100%.                       $18,105,763
                                                         ===========
<FN>
(a)                                                       See Note 1a.
(b)Federal Tax Information: At December 31,
   1995 the net unrealized appreciation on
   investments based on cost of $17,433,295
   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.                                            $847,199
   Aggregate gross unrealized depreciation for
   all investments in which there is an excess of
   tax cost over value.                                     $(22,341)
                                                              --------
   Net unrealized appreciation.                               $824,858
                                                              ========
   As of December 31, 1995, the Fund had a net tax basis capital loss
   carryforward as follows: Expiring December 31, 2002 $783,505

(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.

</TABLE>

<PAGE>
STATEMENT OF ASSETS & LIABILITIES
December 31, 1995

<TABLE>
<S>                                       <C>               <C>
ASSETS
Investments at value                                       $18,258,153
Cash.                                                            1,035
Receivable for:
Fund shares sold                                                19,492
Accrued interest                                               308,658
Unamortized organization expense                                20,761
Due from investment adviser                                    116,404
Prepaid registration expense                                     6,000
                                                           -----------
                                                            18,730,503
LIABILITIES
Payable for:
Securities purchased                      $489,355
Fund shares redeemed                        82,716
Dividends declared                          17,410
Accrued expenses:
Deferred trustees' fees                        814
Other expenses                              34,445
                                          --------
                                                               624,740
                                                            ----------
NET ASSETS                                                 $18,105,763
                                                           ===========
Net Assets consist of:
Capital paid in.                                           $18,072,718
Distributions in excess of net
investment income                                              (8,308)
Accumulated net realized losses.                             (783,505)
Unrealized appreciation on investments                         824,858
                                                            ----------
NET ASSETS                                                 $18,105,763
                                                           ===========
Computation of net asset value and
offering price:
Net asset value and redemption price
of Class A shares ($16,387,604 divided
by 2,133,260 shares of beneficialinterest)                       $7.68
                                                               =======

Offering price per share (100/97.50 of 7.68)                    $7.88*
                                                               =======

Net asset value and offering price of
Class B shares ($1,718,159 divided by
224,156 shares of beneficial
interest)                                                      $7.67**
                                                               =======

Identified cost of investments                             $17,433,295
                                                           ===========
<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                                                    $1,040,359
- ----------
Expenses
Management fees                                 $70,795
Service fees--Class A                            40,659
Service and distribution fees--Class B           14,352
Trustees' fees and expenses                      12,249
Administrative Services                          22,124
Custodian                                        64,745
Transfer agent                                   36,659
Audit and tax services                           15,000
Legal.                                           20,147
Printing                                         15,049
Registration.                                    21,554
Amortization of organization expenses             4,543
Miscellaneous                                     6,103
                                              ---------
Total expenses                                  343,979
Less expenses waived by the investment adviser
and distributor                               (209,323)        134,656
 ---------                                                  ----------
Net investment income                                          905,703
REALIZED and UNREALIZED GAIN (LOSS) on
INVESTMENTS,
OPTIONS AND FUTURES CONTRACTS
Realized gain (loss) on:
Investments--net                                362,457
Futures contracts--net                        (199,524)
Options contracts--net.                          38,662
                                              ---------
Total realized gain on investment
transactions                                    201,595
                                              ---------
Unrealized appreciation (depreciation) on:
Investments--net1,287,916
Futures contracts--net.                         (1,615)
Options contracts--net                            6,354
                                              ---------
Total unrealized appreciation on investments,
futures and options contracts                 1,292,655
                                              ---------
Net gain on investment transactions                          1,494,250
                                                            ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS                  $2,399,953
                                                            ==========
</TABLE>
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
<TABLE> <CAPTION>

                                           YEAR ENDED       YEAR ENDED
                                         DECEMBER 31,     DECEMBER 31,
                                                 1994             1995
                                         ------------     ------------
<S>                                      <C>           <C>
FROM OPERATIONS
Net investment income                     $1,044,073$          905,703
Net realized gain (loss) on
investment transactions.                    (982,288)          201,595
Unrealized appreciation (depreciation) on
investment
transactions                                (973,749)        1,292,655
                                            ---------      -----------
Increase (decrease) in net assets from
operations                                  (911,964)        2,399,953
                                            ---------      -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A                                  (1,010,186)         (842,470)
Class B                                      (45,810)         (63,237)
In excess of net investment income
Class A                                       (6,397)         (16,706)
Class B                                       (1,642)          (1,206)
                                            ---------      -----------
(1,064,035) (923,619)
Decrease in net assets derived from capital
share transactions                       (2,674,079)         (397,301)
                                           ----------       ----------
Total increase (decrease) in net assets   (4,650,078)        1,079,033
NET ASSETS
Beginning of the year                      21,676,808       17,026,730
                                            ---------      -----------
End of the year.                          $17,026,730      $18,105,763
                                          ===========      ===========
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)
NET INVESTMENT INCOME
Beginning of the year                         $11,923          $ 9,143
                                       ==============       ==========
End of the year.                               $9,143         $(8,308)
                                      ===============       ==========
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE> <CAPTION>

                                                CLASS A
                                 -------------------------------------
                                 APRIL 23,(A)
                                      THROUGH  YEAR ENDED   YEAR ENDED
                                 DECEMBER 31,DECEMBER 31, DECEMBER 31,
                                         1993        1994         1995
                                        -----       -----        -----
<S>                                <C>          <C>         <C>
Net Asset Value,
Beginning of Period.                    $7.50      $7.76         $7.07
                                     -------      -------     --------
Income From Investment Operations
Net Investment Income                    0.26        0.37         0.38
Net Realized and Unrealized Gain
(Loss) on Investments.                   0.29      (0.68)         0.62
                                      -------     -------      -------
Total From Investment Operations.        0.55      (0.31)         1.00
                                      -------     -------      -------
Less Distributions
Distributions From Net Investment
Income                                 (0.25)      (0.38)       (0.39)
Distributions in Excess of Net
Investment Income.                     (0.04)        0.00         0.00
Total Distributions                    (0.29)      (0.38)       (0.39)
                                      -------     -------      -------
Net Asset Value, End of Period.         $7.76     $7.07 $         7.68
                                      =======     =======      =======
Total Return (%)(d).                      7.4       (4.1)         14.5
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)         5.13         5.18
Portfolio Turnover Rate (%).           121(c)        219           155
Net Assets, End of Period (000)      $ 21,122   $ 15,875       $16,388
<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 2.11% (annualized)  for
     the  period  ended December 31, 1993, 1.79% for  the  year  ended
     December 31, 1994 and 1.88% 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
<TABLE> <CAPTION>
                                               CLASS B
                            -------------------------------------------
                             SEPTEMBER 13,(A)
                                      THROUGH   YEAR ENDED  YEAR ENDED
                                 DECEMBER 31, DECEMBER 31,DECEMBER 31,
                                         1993         1994        1995
                                      -------      -------     -------
<S>                                  <C>        <C>         <C>
Net Asset Value,
Beginning of Period                    $ 7.85       $ 7.76      $ 7.06
                                      -------      -------     -------
Income From Investment Operations
Net Investment Income                    0.10         0.32        0.33
Net Realized and Unrealized Gain
(Loss) on Investments                  (0.05)       (0.69)        0.62
                                      -------      -------     -------
Total From Investment Operations.       0.05        (0.37)        0.95
                                      -------      -------     -------
Less Distributions
Distributions From Net Investment
Income                                 (0.10)       (0.33)      (0.34)
Distributions in Excess
of Net Investment Income              (0.04)          0.00        0.00
                                      -------      -------     -------
Total Distributions                    (0.14)       (0.33)      (0.34)
                                      -------      -------     -------
Net Asset Value, End of Period         $ 7.76       $ 7.06      $ 7.67
                                      =======      =======     =======
Total Return (%)(d)                       0.5        (4.9)        13.7
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)         4.38        4.43
Portfolio Turnover Rate (%).           121(c)         219          155
Net Assets, End of Period (000)          $555       $1,152      $1,718
<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 2.86% (annualized) for
     the period ended December 31, 1993, 2.54% for the year ended
     December 31, 1994 and 2.63% 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 New England Funds Trust II, a Massachusetts
business trust (the "Trust"), which 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 income is recorded on the ex-dividend date
and interest income is recorded on the
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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

<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

INTEREST RATE FUTURES CONTRACTS

The  Fund  may  enter  into 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.

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.

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 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 market discount. Permanent book  and  tax  basis
differences  relating  to  shareholder distributions  will  result  in
reclassification to paid in capital.
<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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 $27,000 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
$26,527,248 and $26,384,568, respectively.

Investments in written options and futures contracts for the Fund for
the year ended December 31, 1995 are summarized as follows:

<TABLE> <CAPTION>
                                          SALES OF FUTURES CONTRACTS
                                  ------------------------------------
                                        NUMBER OF       AGGREGATE FACE
                                        CONTRACTS   VALUE OF CONTRACTS
                                  ---------------   ------------------
<S>                                   <C>             <C>
Open December 31, 1994.                        40     $      3,997,396
Contracts opened                             183            20,099,186
Contracts closed                            (223)         (24,096,582)
                                  ---------------   ------------------
Open at December 31, 1995                       0     $              0
                                  ===============   ==================
</TABLE>
<TABLE><CAPTION>
                                             WRITTEN OPTIONS
                                    ----------------------------------
                                        NUMBER OF             PREMIUMS
                                        CONTRACTS             RECEIVED
                                  ---------------   ------------------
<S>                                 <C>               <C>
Open December 31, 1994                         40     $         10,990
Contracts opened                              345              138,539
Contracts closed                           (385)             (149,529)
                                  ---------------   ------------------
Open at December 31, 1995.                      0     $              0
                                  ===============   ==================
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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
Trust.  Back Bay Advisors is a wholly owned subsidiary of New  England
Investment  Companies  L.P.  ("NEIC"),  which  is  a  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:

<TABLE> <CAPTION>
<S>            <C>                      <C>
FEES EARNED    ANNUAL PERCENTAGE RATE   ANNUAL NET ASSET VALUE LEVELS
- -----------    ----------------------   -----------------------------
$70,795 (a)    0.400%                   the first $200 million
               0.375%                   the next $300 million
               0.350%                   the excess over $500 million
</TABLE>

(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 Fund 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 $40,659 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 $222,162.

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

<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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 $3,588 in service fees under the Class B Plan.

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 $10,764 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 $47,388.

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 $28,729 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
$22,124  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,  New
England   Investment  Companies  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.

<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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 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  voluntary
limitation  during the year ended December 31, 1995 Back Bay  Advisors
waived  its  entire  management fee of $70,795 and New  England  Funds
waived its entire administrative services fee of $22,124.

5.    CONCENTRATION  OF  CREDIT. The Fund primarily  invests  in  debt
obligations  issued  by  the  State of  New  York  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 New York municipal securities than is a
comparable municipal bond fund that is not as concentrated.  Uncertain
economic  and fiscal conditions may affect the ability of  issuers  of
New York municipal securities to meet their financial obligations.

<PAGE>

NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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             757,009      $5,624,5 18 328,489   $ 2,436,764
Shares issued in
connection with
the reinvestment of:
Distributions from net
investment income        68,560       502,549   76,60356         9,995
                    -----------   -----------   --------    ----------
                        825,569    6,127,067     405,092     3,006,759
Shares repurchased  (1,300,616)   (9,499,367)  (518,447)   (3,851,270)
                    -----------   -----------   --------    ----------
Net decrease         (475,047)   $(3,372,300)  (113,355)    $(844,511)
                     ==========   ===========  =========    ==========

                                   YEAR ENDED               YEAR ENDED
                           DECEMBER 31, 1994         DECEMBER 31, 1995
                           ------------------       ------------------
CLASS B                  SHARES        AMOUNT     SHARES        AMOUNT
- -------                 -------       -------    -------       -------
Shares sold.            112,717     $850,564     106,519      $788,060
Shares issued in
connection
with the reinvestment of:
Distributions from net
investment
income                    4,774        34,778     6,181         45,940
                    -----------   -----------   --------    ----------

                        117,491      885,342     112,700       834,000
Shares repurchased.    (25,760)     (187,121)   (51,795)     (386,790)
                    -----------   -----------   --------    ----------

Net increase             91,731      $698,221     60,905      $447,210
                    ===========   ===========   ========     =========
Decrease derived from
capital shares
transactions.         (383,316)  $(2,674,079)   (52,450)    $(397,301)
                    ===========   ===========   ========     =========
</TABLE>
<PAGE>

- ----------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Board  of  Trustees of New England Funds  Trust  II  and  the
Shareholders of the NEW ENGLAND INTERMEDIATE TERM TAX FREE FUND OF NEW
YORK.

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 New York 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  New York as of December 31, 1995 the results of its operations for
the  year  then ended 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 ofthe
Intermediate Term Tax Free Fund of New York voted for the following proposals:

<TABLE> <CAPTION>
                                           VOTED  ABSTAINED    BROKER
                            VOTED FOR    AGAINST      VOTESNON-VOTES   TOTAL VOTES
                           ----------   --------  --------- ---------  -----------
<S>                      <C>       <C>          <C>        <C>      <C>
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            1,246,275.807 59,277.788 16,367.723           1,321,921.318
                        ============= ========== ==========
2.                   To approve a new
 Advisory Agreement
 between the Fund and
 New England Funds
 Management, L.P.
 ("NEFM")               1,242,574.743 60,941.666 18,404.909           1,321,921.318
                        ============= ========== ==========
3.               To approve a related
 Sub-Advisory Agreement
 between NEFM and such
 Fund's current
 investment adviser     1,244,283.179 61,942.213 15,695.926           1,321,921.318
                        ============= ========== ==========
</TABLE>
<PAGE>
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 investor who begins investing at age 40. A hypothetical
appreciation of 10% is assumed. The data points from the graph are as
follows:]
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

NY56

[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.



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