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
HIGH INCOME FUND
[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   High  Income  Fund,  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 HIGH INCOME FUND

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 THE FIRST BOSTON HIGH YIELD INDEX4
AND THE COST OF LIVING5

[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 High Income Fund - Net Asset Value(1)
Year                                                           Amount
- -----                                                          ------
1995                                                          $20,003
1994                                                          $17,895
1993                                                          $18,508
1992                                                          $15,885
1991                                                          $13,721
1990                                                          $10,054
1989                                                          $11,586
1988                                                          $11,215
1987                                                          $10,933
1986                                                          $11,096
12/31/84                                                      $10,000

New England High Income Fund - With Maximum Sales Charge(2)
Year                                                           Amount
- -----                                                          ------
1995                                                          $19,103
1994                                                          $17,090
1993                                                          $17,675
1992                                                          $15,170
1991                                                          $13,104
1990                                                           $9,602
1989                                                           $1,065
1988                                                          $10,710
1987                                                          $10,441
1986                                                          $10,597
12/31/84                                                       $9,550

First Boston High Yield(4)
Year                                                           Amount
- -----                                                          ------
1995                                                          $29,908
1994                                                          $25,477
1993                                                          $25,727
1992                                                          $21,636
1991                                                          $18,546
1990                                                          $12,902
1989                                                          $13,781
1988                                                          $13,727
1987                                                          $12,319
1986                                                          $11,564
12/31/84                                                      $10,000

Cost of Living(5)
Year                                                           Amount
- -----                                                          ------
1995                                                          $14,055
1994                                                          $13,697
1993                                                          $13,340
1992                                                          $12,983
1991                                                          $12,617
1990                                                          $12,242
1989                                                          $11,537
1988                                                          $11,025
1987                                                          $10,558
1986                                                          $10,110
13/31/84                                                      $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 HIGH INCOME FUND

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/95

<TABLE><CAPTION>
<S>                                  <C>             <C>           <C>
CLASS A (INCEPTION 2/22/84)       1 YEAR         5 YEARS      10 YEARS
Net Asset Value(1)                11.78%          14.75%         7.18%
With Max. Sales Charge(2)           6.73           13.69          6.68
Lipper High Yield Average(6)       16.44           16.70

CLASS B (INCEPTION 9/20/93)       1 YEAR SINCE INCEPTION
Net Asset Value(1)                11.19%           4.83%
With CDSC(3)                        7.19            3.70
First Boston High Yield(4)         17.39
Lipper High Yield Average(6)       16.44
<FN>
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   assumes   reinvestment   of   all
   distributions and reflects the maximum sales charge of 4.5% 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  First  Boston High Yield Index is an unmanaged index of bonds rated
   below  investment grade by Standard and PoorOs or MoodyOs Investors
   Service issued by U.S. corporations. 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, 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 HIGH INCOME FUND

[PHOTO]

NEW ENGLAND HIGH INCOME FUND
1995 ANNUAL REPORT
Portfolio Manager:  Charles Glueck
Back Bay Advisors, L.P.

Optimism  about declining interest rates and continued  low  inflation
fueled  a  strong rally in the bond markets, in 1995, while  prospects
for  economic growth sent the stock market to new highs. U.S. Treasury
securities and corporate bonds were the principal beneficiaries of the
fixed-income marketOs exuberance.

While  the performance of high-income bonds was positive for the year,
it was inhibited by the lagging effect of 1994Os economic slowdown and
interest rate increases.

How Your Fund Performed
For  the  12  months ended December 31, 1995, New England High  Income
Fund provided a total return on net asset value of 11.78% for Class  A
shares.  By historical standards, this is a solid return; however,  it
does  reflect the overall underperformance of high-income bonds versus
Treasury securities during 1995.

We  are  pleased  to report that the Fund generated a  high  level  of
current income over the 12-month period. On December 31, the FundOs 30-
day  yield  was 9.48% for Class A shares.1 Past performance  does  not
guarantee future results.
1    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 during the 30 days ending December 31, 1995.

     <PAGE>
NEW ENGLAND HIGH INCOME FUND

How We Managed Your Fund
In  response  to  1994Os rate increases and the  slowdown  in  overall
credit improvement, the Fund assumed a defensive posture in the  first
half  of  1995  by increasing credit quality and decreasing  portfolio
duration,  the measure of overall sensitivity to changes  in  interest
rates.

We  changed  emphasis  in the early summer as rates  dropped,  and  it
became  increasingly evident that the U.S. economy would  achieve  the
hoped for soft landing.   At that time, we added to our holdings of B-
rated  bonds  in  anticipation of improving credit  quality;  we  also
lengthened the duration of the Fund by including more zero coupon  and
deferred interest bonds and Treasury strips.  Duration, which averaged
4.5  years  in  the first six months, was extended to a slightly  more
bullish 4.64 years by December.

Given  the  volatility in the high-income market,  diversification  is
essential  to  successful investing.  Throughout the  year,  the  Fund
continued  to  be  broadly diversified, holding more than  100  issues
across nearly 30 sectors.  Please refer to OPortfolio CompositionO  in
the  attached financial report for a more complete listing of all  the
sectors and individual holdings.

     <PAGE>
NEW ENGLAND HIGH INCOME FUND
Economic Outlook
As  we  enter  1996,  we anticipate a continuation  of  interest  rate
declines  and low inflation an environment that historically has  been
favorable to high-yield bonds.  In light of this economic outlook,  we
expect  to  continue  lengthening  portfolio  duration  gradually  and
assuming
a  more aggressive posture as we seek strong returns with high current
yields for shareholders.

NEW ENGLAND HIGH INCOME
TOP TEN SECTORS AS OF 12/31/95
        SECTOR                          PERCENTAGE
     1. COMMUNICATIONS                        9.6%
     2. MANUFACTURING                          7.1
     3. PAPER & FOREST PRODUCTS                6.7
     4. FOOD/TOBACCO                           6.0
     5. OIL & GAS                              5.7
     6. STEEL & IRON                           5.6
     7. RETAIL STORES                          5.4
     8. CHEMICALS                              4.6
     9. ENTERTAINMENT                          4.0
     10.                         GOVERNMENT ISSUES     3.4

*Portfolio holdings and asset allocations may change.

     <PAGE>
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NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

PORTFOLIO COMPOSITION, FINANCIAL STATEMENTS AND HIGHLIGHTS

NEW ENGLAND
HIGH INCOME FUND

DECEMBER 31, 1995

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

BONDS AND NOTES--94.2% OF TOTAL NET ASSETS

<TABLE><CAPTION>
<C>        <S>                                            <C>
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
- --
           ADVERTISING--0.5%
  $250,000 Lamar Advertising 11.000%, 05/15/2003             $260,000
                                                          -----------
           AIR TRANSPORT--0.1%
   250,000 People Express Airlines, Inc., secured equip.
           cts., 14.375%, 04/15/1996 (e)                       30,000
                                                          -----------
           AUTOMOTIVE--2.7%
   500,000 Am General Corp., 12.875%, 05/01/2002              500,000
   500,000 Johnstown America Industries, 11.750%, 08/15/2005  450,000
   250,000 Motor Wheel Corp. 11.500%, 03/01/2000              225,000
   150,000 SPX Corp. 11.750%, 06/01/2002                      159,000
                                                          -----------
                                                            1,334,000
                                                          -----------
           AVIATION/PARTS & SERVICE--0.7%
   350,000 Fairchild Corp. 13.125%, 03/15/2006                332,500
                                                          -----------
           BUILDING MATERIALS--3.2%
   500,000 Beazer USA Inc. 9.000%, 03/01/2004                 485,000
   750,000 Color Tile, Inc. 10.750%, 12/15/2001 (e)            75,000
   250,000 NVR, Inc. 11.000%, 04/15/2003                      251,562
   250,000 Pacific Lumber Co. 10.500%, 03/01/2003             236,875
   500,000 Schuller International Group,
           Inc. 10.875%, 12/15/2004                           561,250
                                                          -----------
                                                            1,609,687
                                                          -----------
           CHEMICALS--4.6%
   250,000 Agriculture Minerals & Chemicals 10.750%,
           09/30/2003                                         276,250
   400,000 Harris Chemical North America, Inc. 10.750%,
           10/15/2003                                         366,000
   250,000 Huntsman Corp. 11.000%, 04/15/2004                 286,500
 1,000,000 Indspec Chemical Corp., 0/11.500, 12/01/2003 (f)   800,000
   500,000 Waters Corp. 12.750%, 09/30/2004                   565,000
                                                          -----------
                                                            2,293,750
                                                          -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
           COMMUNICATIONS--9.6%
  $900,000 Bell Cablemedia PLC, 0/11.875%, 09/15/2005 (f)    $562,500
   200,000 Cablevision Industries Corp. 10.750%, 01/30/2002   216,000
   500,000 Cablevision System Corp. 9.250%, 11/01/2005        522,500
   250,000 Cencall Communications Corp., 0/10.125,
           01/15/2004 (f)                                     141,250
   500,000 Continental Cablevision Inc. 11.000%, 06/01/2007   558,575
   500,000 Diamond Cable Communication, 0/11.75%,
           12/15/2005 (f).                                    293,750
   500,000 Dictaphone Corp. 11.750%, 08/01/2005.              495,000
   200,000 International Cabletel, Inc., 0/10.875%,
           10/15/2003 (f)                                     144,000
   500,000 Jones Intercable Inc. 9.625%, 03/15/2002           537,500
   200,000 Katz Corp. 12.750%, 11/15/2002.                    221,000
   350,000 Metrocall Inc. 10.375%, 10/01/2007                 371,175
   500,000 Nextel Communications, Inc., 0/9.75%,
           08/15/2004 (f)                                     271,250
   750,000 Telewest PLC, 0/11%, 10/01/2007 (f)                452,813
                                                          -----------
                                                            4,787,313
                                                          -----------
           COMPUTERS--1.3%
   310,000 Anacomp, Inc. 15.000%, 11/01/2000.                 217,000
   500,000 Merisel, Inc. 12.500%, 12/31/2004.                 410,000
                                                          -----------
                                                              627,000
                                                          -----------
           CONGLOMERATES--1.9%
   250,000 Kaiser Aluminum & Chemical Corp. 12.750%,
           2/01/2003                                          273,750
   500,000 Talley Industries, Inc., 0/12.250, 10/15/2005 (f)  368,750
   300,000 Talley Manufacturing & Technology, Inc.
           10.750%, 10/15/2003                                300,750
                                                          -----------
                                                              943,250
                                                          -----------
           CONSUMER PRODUCTS--3.2%
   750,000 Apparel Retailers, Inc., 0/12.750, 08/15/2005 (f)  457,500
   200,000 Revlon, Inc. 10.875%, 07/15/2010                   203,000
   500,000 Revlon, Inc., Zero Coupon Bond, 03/15/1998         371,250
   750,000 U.S. Leather, Inc. 10.250%, 07/31/2003             562,500
                                                          -----------
                                                            1,594,250
                                                          -----------
           CONTAINERS--2.2%
   250,000 Calmar, Inc. 11.500%, 8/15/05                      253,125
   750,000 Owens Illinois, Inc. 11.000%, 12/01/2003           847,500
                                                          -----------
1,100,625
                                                          -----------
<PAGE>

PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
           ELECTRIC UTILITIES--1.4%
  $500,000 Consolidated Hydropower, Inc., 0/12.00%,
           07/15/2003 (f).$320,545
 1,000,000 Kenetech Corp. 12.750%, 12/15/2002                 370,000
                                                          -----------
                                                              690,545
                                                          -----------
           ENTERTAINMENT--4.0%
   400,000 ACT III Theaters, Inc. 11.875%, 02/01/2003         434,000
     2,000 Capital Gaming International Inc.
           Zero Coupon Bond,08/01/1995                              0
   204,450 Capital Gaming International Inc.
           11.500%, 02/01/2001 (d)80,091
   250,000 Grand Casino Inc. 10.125%,12/01/2003.              262,188
500,000Lady Luck Gaming Financing Corp. 10.500%, 03/01/2001   385,000
   500,000 Players International Inc, 10.875%, 04/15/2005     470,000
   500,000 Roadmaster Industries, Inc. 11.750%, 07/15/2002.   340,000
                                                          -----------
                                                            1,971,279
                                                          -----------
           FOOD/TOBACCO--6.0%
   750,000 Carrols Corp. 11.500%, 08/15/2003.                 757,500
   250,000 Dr. Pepper Bottling Co., 0/11.625, 02/15/2003 (f)  205,000
   500,000 Family Restaurants Inc., 0/10.875%, 02/01/2004 (f)  60,000
 1,000,000 Grand Union Co. 12.000%, 09/01/2004                865,000
   200,000 PMI Acquisition Corp. 10.250%, 09/01/2003.         205,500
   400,000 Ralph's Grocery Co., 13.750%, 06/15/2005           426,500
   250,250 Smitty's Super Value, Inc. 12.750%, 06/15/2004 (d).240,000
   500,000 Specialty Foods Acquisition Corp., 0/13%,
           08/15/2005 (f)                                     230,000
                                                          -----------
                                                            2,989,500
                                                          -----------
           HEALTH SERVICES--2.8%
   293,419 Amerisource DistrIbution Corp. 11.250%,
           7/15/2005 (c).                                     318,360
   500,000 Dade International, Inc. 13.000%, 02/01/2005.      560,000
   450,000 Ornda Healthcorp 12.250%, 05/15/2002.              495,000
                                                          -----------
                                                            1,373,360
                                                          -----------
           HOTELS--0.5%
   250,000 Trump Plaza Funding, Inc. 10.875%, 06/15/2001      258,750
                                                          -----------
           INSURANCE--2.1%
 1,000,000 Reliance Group Holdings, Inc. 9.750%,
           11/15/200                                       31,030,000
                                                          -----------
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
           MANUFACTURING--7.1%
$1,000,000 American Standard, Inc., 0/10.50%, 06/01/2005 (f).$857,500
   227,000 Carbide/Graphite Group, Inc. 11.500%, 09/01/2003   245,160
   500,000 Eagle Industries, Inc., 0/10.50%, 07/15/2003 (f)   418,750
   800,000 Fairfield Manufacturing 11.375%, 07/01/2001        780,000
   250,000 HS Res., Inc. 9.875%, 12/01/2003                   246,250
   750,000 Mafco, Inc. 11.875%, 11/15/2002                    772,500
   250,000 Reeves Industries, Inc. 11.000%, 07/15/2002        213,750
                                                          -----------
                                                            3,533,910
                                                          -----------
           METALS/MINING--1.8%
 1,000,000 Jorgensen Earle 10.750%, 03/01/2000                917,500
                                                          -----------
           OIL & GAS--5.7%
   500,000 Clark R & M Holdings, Zero Coupon Bond, 02/15/2000.332,500
   500,000 Maxus Energy Corp., 9.375%, 11/01/2003             490,000
   400,000 Nuevo Energy Co. 12.500%, 06/15/2002.              435,000
   500,000 Petroleum Heat & Power, Inc. 10.125%, 04/01/2003   490,000
   250,000 Petroleum Heat & Power, Inc. 12.250%, 02/01/2005   275,625
   200,000 Santa Fe Energy Resource, Inc. 11.000%, 05/15/2004.218,000
   300,000 Tesoro Petroleum Corp., sub. deb., 13.000%,
           12/01/2000                                         309,000
   250,000 United Meridian Corp. 10.375%, 10/15/2005.         264,375
                                                          -----------
                                                            2,814,500
                                                          -----------
           PAPER & FOREST PRODUCTS--6.7%
   500,000 Ivex Holdings Corp., 0/13.25%, 03/15/2005 (f)      280,000
   200,000 Ivex Packaging 12.500%, 12/15/2002                 212,000
   500,000 P.T. Indorayon Utama 9.125%, 10/15/2000           .465,000
   250,000 SD Warren Co. 12.000%, 12/15/2004.                 275,625
   500,000 Stone Container Corp. 11.500%, 09/01/1999.         502,500
   500,000 Stone Container Corp. 10.750%, 10/01/2002.         516,250
 1,000,000 Tjiwi Kimia International Finance 13.250%,
            08/01/200                                      11,072,500
                                                          -----------
                                                            3,323,875
                                                          -----------
           REAL ESTATE--2.7%
   340,000 Continental Homes 12.000%, 08/01/1999              367,200
   500,000 Engle Homes 11.750%, 12/15/2000                    470,000
   150,000 Oriole Homes Corp. 12.500%, 01/15/2003             124,500
   250,000 Ryland Group, Inc. 9.625%, 06/01/2004              241,250
   154,296 U.D.C. Homes, Inc. 12.500%, 05/01/2000             148,004
                                                          -----------
                                                            1,350,954
                                                          -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
           RETAIL STORES--5.4%
  $500,000 Cole National Group. Inc. 11.250%, 10/01/2001     $501,250
 1,000,000 Finlay Enterprises, Inc., 0/12.00%, 05/01/2005 (f).660,000
   200,000 Levitz Furniture 12.375%, 04/15/1997.              181,000
   250,000 Levitz Furniture 9.625%, 07/15/2003                137,500
   500,000 Loehmanns Holdings, Inc. 13.750%, 02/15/1999.      470,000
   200,000 Pace Industries, Inc. 10.625%, 12/01/2002.         176,000
   200,000 Repap Wis, Inc. 9.875%, 05/01/2006                 189,000
   350,000 Waban, Inc. 11.000%, 05/15/2004                    358,750
                                                          -----------
                                                            2,673,500
                                                          -----------
           STEEL & IRON--5.6%
   750,000 AK Steel Corp. 10.750%, 04/01/2004                 832,500
   750,000 Acme Metals, Inc. 12.500%, 08/01/2002              757,500
   750,000 GS Technologies Oper. Inc. 12.000%, 09/01/2004     741,562
   500,000 Wheeling Pittsburgh Corp. 9.375%, 11/15/2003.      472,500
                                                          -----------
                                                            2,804,062
                                                          -----------
           TEXTILES & APPAREL--0.6%
250,000Bibb Co. 14.000%, 10/01/1999                            97,500
200,000Dan River, Inc. 10.125%, 12/15/2003                    182,000
100,000NTC Group, Inc. 13.875%, 08/01/1999                     38,000
                                                          -----------
                                                              317,500
                                                          -----------
           TRUCKING--0.2%
   500,000 Burlington Motor Holdings, Inc.
           11.500%, 11/01/2003 (e)                             80,000
                                                          -----------
           MISCELLANEOUS--8.4%
   250,000 Alliant Techsystems Inc, 11.750%, 03/01/2003.      275,625
 1,000,000 Cemex SA & Tolmex, 9.5000%                         906,250
   200,000 Day International Group, 11.125%, 06/01/2005.      204,000
   500,000 MVE Inc., 12.500%, 02/15/2002                      515,000
   500,000 Primeco Inc., 12.750%, 03/01/2005.                 515,000
   500,000 RBX Corp. 11.250%, 10/15/2005                      495,000
   250,000 Sherritt Inc. SR Notes 10.500%, 03/31/2014         272,813
   500,000 Terex Corp., 13.750%, 05/15/2002                   433,750
   265,000 UCAR Global Enterprises, 12.000%, 01/15/2005.      306,075
   250,000 Webcraft Technologies, Inc. 9.375%, 02/15/2002     240,000
                                                          -----------
                                                            4,163,513
                                                          -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
           U.S. Government--3.4%
$300,000U.S. Treasury Notes 8.250%, 07/15/1998               $321,092
 6,405,000U.S. Treasury Bond Strip, Zero Coupon,
           08/15/2020.1,394,240
                                                          -----------
                                                            1,715,332
                                                          -----------
           Total Bonds and Notes
           (Identified Cost $49,857,407)                   46,920,455
                                                          -----------

COMMON STOCKS--0.4%

   SHARES  DESCRIPTION
- ----------------------------------------------------------------------
     6,713 Bucyrus Erie Co.                                    52,865
     5,334 Capital Gaming International, Inc                      667
        66 Continental Airlines Inc. Cl A                       2,805
       181 Continental Airlines Inc. Cl B                       7,874
       667 Finlay Enterprises Inc.                              7,837
     9,887 Grand Union Co.(d)                                  66,294
     2,688 Great Bay Power Corp                                21,504
       376 Host Marriott Corp                                   4,982
       376 Marriott International, Inc                         14,382
     7,500 Specialty Foods Acquisition Corp                    30,000
                                                          -----------
           Total Common Stocks
           (Identified Cost $1,072,518).                      209,210
                                                          -----------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

BONDS AND NOTES--continued
      FACE
    AMOUNT DESCRIPTION                                      VALUE (A)
- ----------------------------------------------------------------------
$1,260,000 Repurchase agreement with State Street
           Bank & Trust Company dated 12/29/95 at
           5.00% to be repurchased at $1,260,700 on
           01/02/95 collateralized by $1,195,000 U.S.
           Treasury Note 7.125% due 09/30/99
           with a value of $1,287,450                       1,260,000
                                                          -----------
           Total Short-Term Investment
           (Identified Cost $1,260,000)                     1,260,000
                                                          -----------
           Total Investments--97.2%
           (Identified Cost $52,189,925) (b).              48,389,665
           Cash and Receivables                             1,716,086
           Liabilities                                      (332,677)
                                                          -----------
           Total Net Assets--100%                         $49,773,074
               ===========
- ----------------------------------------------------------------------
<FN>
(a)  See Note 1a.
(b)  Federal Tax Information: At December 31, 1995 the net unrealized
     depreciation on investments based on cost of $52,168,611 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                                         $ 1,985,122
     Aggregate gross unrealized depreciation for
     all investments in which there is an excess of tax
     cost over value                                       (5,764,068)
                                                         -------------
     Net unrealized depreciation                          $(3,778,946)
                                                         =============
     As of December 31, 1995, the Fund had a net tax basis capital
     loss carryforward as follows:
     Expiring December 31, 1996 $253,489
     Expiring December 31, 1997 $1,341,040
     Expiring December 31, 1998 $527,465
     Expiring December 31, 1999 $1,300,610
(c)  Pay-in-kind securities.
(d)  Warrants attached.
(e)  Non-income producing; issuer filed petition under Chapter 11 of
     the Federal Bankruptcy Code.
(f)  Debt obligation initially issued in zero coupon form which
     converts to coupon form at a specified rate and date.
</TABLE>
<PAGE>
STATEMENT OF ASSETS & LIABILITIES
December 31, 1995

<TABLE>
<S>                                                <C>             <C>
ASSETS
Investments at value                                       $48,389,665
Cash                                                             3,793
Receivable for:
 Fund shares sold                                               32,359
 Securities sold                                               411,776
 Dividends and interest                                      1,264,158
Prepaid registration expense.                                    4,000
                                                           -----------
                                                            50,105,751
                                                           -----------
LIABILITIES
Payable for:
Fund shares redeeme.                          $ 80,520
Dividends declared                             117,262
Accrued expenses:
Management fees                                 86,102
Deferred trustees' fees                            836
Other expenses.                                 47,957
                                              --------
                                                               332,677
                                                           -----------
NET ASSETS                                                 $49,773,074
                                                           ===========
Net Assets consist of:
Capital paid in                                            $57,039,956
Distributions in excess of net investment income              (44,018)
Accumulated net realized losses                            (3,422,604)
Unrealized depreciation on investments (3,800,260)
                                                           -----------
NET ASSETS                                                 $49,773,074
                                                           ===========
Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
($39,147,716 divided by 4,358,261 shares of beneficial
interest)                                                        $8.98
                                                                ======
Offering price per share (100/95.50 of $8.98)                   $9.40*
                                                                ======
Net asset value and offering price of Class B shares
($10,625,358 divided by 1,183,866 shares of beneficial
interest)                                                      $8.98**
                                                               =======
Identified cost of investments.                            $52,189,925
                                                           ===========
<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
Dividends.                                                     $57,312
Interest                                                     5,100,949
                                                            ----------
                                                             5,158,261
Expenses
Management fees                                $342,554
Service and distribution fees--Class A          130,876
Service and distribution fees--Class B           82,798
Trustees' fees and expenses                      12,291
Custodian                                        83,075
Transfer agent                                   91,461
Audit and tax services.                          22,000
Legal                                            18,480
Printing                                         23,337
Registration                                     21,713
Miscellaneous.                                    9,859
                                             ----------
Total expenses                                  838,444
Less expenses waived by the investment adviser (53,843)        784,601
                                             ----------     ----------
Net investment income.                                       4,373,660
REALIZED and UNREALIZED GAIN on INVESTMENTS
Realized gain on:
Investments--net.                               357,087
Unrealized appreciation on
Investments--net.                               165,613
                                             ----------
Net gain on investment transactions                            522,700
                                                            ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS                  $4,896,360
                                                            ==========
</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                        $ 3,332,558   $ 4,373,660
Net realized gain on investments                    1,911      357,087
Unrealized appreciation (depreciation)
on investments                                (4,649,556)      165,613
                                             -----------   -----------
Increase (decrease) in net assets
from operations                              (1,315,087)     4,896,360
                                             -----------   -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
 Class A                                      (3,033,987)  (3,631,062)
 Class B                                        (259,930)    (742,598)
In excess of net investment income
 Class A                                                0    (172,611)
 Class B                                          (2,275)     (42,339)
                                             -----------   -----------
                                              (3,296,192)  (4,588,610)
                                             -----------   -----------
Increase in net assets derived from
capital share transactions.                    11,109,456   10,559,256
                                             -----------   -----------
Total increase in net assets.                   6,498,177   10,867,006
NET ASSETS
Beginning of the year                          32,407,891   38,906,068
                                             -----------   -----------
End of the year                              $38,906,068   $49,773,074
                                             ===========   ===========
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)
NET INVESTMENT INCOME
Beginning of the year                          $(236,676)     $101,090
                                             ===========   ===========
End of the year                                 $101,090     $(44,018)
                                              ===========  ===========
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE><CAPTION>
<S>                        <C>        <C>      <C>     <C>      <C>
                                            Class A
                        -----------------------------------------------
                                    Year ended December 31,
                        -----------------------------------------------
                           1991        1992     1993   1994       1995
                          -----      ------   ------ ------     ------
Net Asset Value,
Beginning of Period        $7.56       $9.07    $9.46$ 10.06     $8.89
                          -----      ------   ------ ------     ------
Income From Investment
Operations
Net Investment Income      1.02        0.94     0.90   0.88       0.88
Net Realized and Unrealized
Gain (Loss) on
Investments                1.58        0.44      0.61 (1.19)      0.13
                          -----      ------   ------ ------     ------
Total From Investment
Operations                 2.60        1.38      1.51 (0.31)      1.01
                          -----       ------  ------ ------     ------
Less Distributions
Distributions From Net
Investment Income        (1.02)      (0.94)   (0.90) (0.86)     (0.88)
Distributions in Excess
of Net Investment
Income.                    0.00         0.00   (0.01)   0.00    (0.04)
Distributions From
Paid-in Capital          (0.07)       (0.05)    0.00   0.00       0.00
                         ------      ------   ------ ------     ------
Total Distributions      (1.09)      (0.99)   (0.91) (0.86)     (0.92)
                         ------      ------   ------ ------     ------
Net Asset Value,
End of Period              $9.07       $9.46  $ 10.06  $8.89     $8.98
                         =======     =======   ====== ======    ======
Total Return (%)(b)        36.3        15.8     16.5   (3.3)      11.8
Ratio of Operating Expenses
to Average
Net Assets (%)(a)          1.50        1.50     1.54   1.60       1.60
Ratio of Net Investment
Income to Average
Net Assets (%)            11.56        9.74     9.17   9.18       9.71
Portfolio Turnover Rate (%)   30          19       43     33        30
Net Assets,
End of Period (000)      $12,280     $20,992  $31,176$33,673   $39,148
<FN>
(a)  Commencing  October 1, 1993 expenses were voluntarily limited  to
     1.60% of  Class A average net assets. See Note 4.
     From  May  18,  1989  through September 30,  1993  expenses  were
     voluntarily limited to 1.50% of average net assets.
     The  ratios of operating expenses to average net assets, assuming
     the  foregoing expense limitations had not been in effect,  would
     have  been  3.02%, 2.63%, 2.00%, 1.83% and 1.72%  for  the  years
     ended December 31, 1991, 1992, 1993, 1994, and 1995 respectively.
(b)  A  sales  charge  of 4.50% (maximum) was not reflected  in  total
     return  calculations. As of January 1, 1993 the fund discontinued
     the use of equalization accounting.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS--continued

<TABLE><CAPTION>
<S>                                   <C>         <C>       <C>
                                                 CLASS B
                            ------------------------------------------
                             SEPTEMBER 20,(A)
                                     THROUGH  YEAR ENDED    YEAR ENDED
                                 DECEMBER 31,DECEMBER 31, DECEMBER 31,
                                         1993       1994          1995
                            ------------------------------------------
Net Asset Value,
Beginning of Period                    $ 9.87     $10.06         $8.88
                                       ------    ------        -------
Income From Investment Operations
Net Investment Income                    0.23      0.79           0.83
Net Realized and Unrealized
Gain (Loss) on
Investments.                             0.20     (1.18)          0.13
                                       ------    ------        -------
Total From Investment Operations        0.43      (0.39)          0.96
                                       ------    ------        -------
Less Distributions
Distributions From Net Investment
Income                                 (0.23)     (0.78)        (0.81)
Distributions in Excess
of Net Investment
Income                                 (0.01)     (0.01)        (0.05)
Distributions From
Paid-in Capital                          0.00      0.00           0.00
                                       ------    ------        -------
Total Distributions                    (0.24)     (0.79)        (0.86)
                                       ------    ------        -------
Net Asset Value, End of Period         $10.06     $ 8.88         $8.98
                                       ======    ======        =======
Total Return (%) (c)                      4.4      (4.0)          11.2
Ratio of Operating Expenses
to Average
Net Assets (%) (b)                    2.25(d)      2.25           2.25
Ratio of Net Investment Income
to Average
Net Assets (%).                       7.66(d)      8.53           8.96
Portfolio Turnover Rate (%)                43         33            30
Net Assets, End of Period (000)        $1,232     $5,233      $ 10,625
<FN>
 (a) Commencement of operations.
 (b)       Commencing October 1,1993 expenses were voluntarily limited
     to 2.25% of Class B average net assets. See Note 4.

     The  ratios of operating expenses to average net assets, assuming
     the  foregoing  expense limitations had not been  in  effect  for
     Class  B  shares,  would have been 2.53%  for  the  period  ended
     December 31, 1993, 2.48% for the year ended December 31, 1994 and
     2.37% for the year ended December 31, 1995.

(c) Periods less than one year are not annualized.

(d) Computed on an annualized basis.
</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"), 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 20, 1993. Class  A
shares are sold with a maximum front end sales charge of 4.50%.  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
discount. In determining net gain or loss on securities sold, the cost
of securities has been determined on the identified cost basis.

C.  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.

D. 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  primarily  relate  to  interest   on
defaulted  securities and differing treatments for income  recognition
on  pay-in-kind  securities. Permanent book and tax basis  differences
relating  to shareholder distributions will result in reclassification
to paid in capital.

E.  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.

2.PURCHASES AND SALES OF SECURITIES (excluding short-term investments)
for the year ended December 31, 1995 were $23,036,663 and $12,840,618,
respectively.

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 and its affiliated companies  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  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>
<C>            <C>                       <C>
FEES EARNED    ANNUAL PERCENTAGE RATE    ANNUAL NET ASSET VALUE LEVELS
- -----------    -----------------------   -----------------------------
$342,554(a)    0.750%                    all net assets
<FN>
(a) Before reduction pursuant to voluntary expense limitations. See
Note 4.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

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 Service and Distribution Plans relating  to
the Fund's Class A and Class B shares (the "Plans").

Under  the Plans, 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 and
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 A and Class B shares
and/or  the  maintenance of shareholder accounts. For the  year  ended
December 31, 1995, the Fund paid New England Funds $93,472 and $15,554
in service fees under the Class A and B Plans respectively.

Also  under  the  Plans,  the  Fund pays  New  England  Funds  monthly
distribution  fees, at the annual rate of up to 0.10% of  the  average
daily  net assets attributable to the Fund's Class A shares and 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 A and Class  B  shares,
respectively. For the year ended December 31, 1995, the Fund paid  New
England Funds $37,404 and $67,244 in distribution fees under the Class
A and B Plans respectively.

Commissions  (including  contingent deferred sales  charges)  on  Fund
shares  paid to New England Funds by investors in shares of  the  Fund
during the year ended December 31, 1995 amounted to $182,220.

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 $67,656 as compensation for
its services in that capacity.

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

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 October 1, 1993  and  until  further
notice to the Fund, Back Bay Advisors has voluntarily agreed to reduce
its  management fee and, if necessary, to assume expenses of the  Fund
in  order  to limit the Fund's expenses to an annual rate of 1.60%  of
Class  A  average daily net assets and 2.25% of Class B average  daily
net assets. From May 18, 1989 through September 30, 1993 expenses were
voluntarily  limited to 1.50% of the Fund's average daily net  assets.
As  a  result  of the Fund's expenses exceeding the foregoing  expense
limitations during the year ended December 31, 1995, Back Bay Advisors
reduced its management fee of $342,554 by $53,843.

5.CONCENTRATION OF CREDIT; LOWER RATED SECURITIES.The Fund invests  in
securities offering high current income which generally will be  rated
below investment grade by recognized rating agencies. Certain of these
lower rated securities are regarded as predominantly speculative  with
respect  to capacity to pay interest and repay principal in accordance
with  the  terms of the obligations and generally involve more  credit
risk than securities in the higher rating categories. In addition, the
trading market for lower rated securities may be less liquid than  the
market for higher-rated securities.
<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.              1,496,591$14,387,334   1,182,928 $10,739,791
Shares issued in
connection with the
reinvestment of:
Distributions from
net investment income       219,370  2,073,464    289,825    2,629,615
                         ---------- ----------   ---------  ----------
                          1,715,96116,460,798   1,472,753   13,369,406
Shares repurchased.    (1,026,473) (9,770,807)  (901,955)  (8,189,417)
                         ---------- ----------   ---------  ----------
Net increase (decrease)    689,488 $ 6,689,991    570,798  $ 5,179,989
                         ========== ==========   =========  ==========
                                    YEAR ENDED              YEAR ENDED
                            DECEMBER 31, 1994        DECEMBER 31, 1995
                           -------------------    -------------------
CLASS B                      SHARES     AMOUNT      SHARES      AMOUNT
                            -------   --------    --------    --------
Shares sold.               498,542 $ 4,729,198    690,304  $ 6,247,681
Shares issued in connection
with the reinvestment of:
Distributions from net
investment income            14,967    137,763      31,651     286,885
                         ---------- ----------   ---------  ----------
                           513,509   4,868,961    721,955    6,634,566
Shares repurchased        (46,997)   (447,496)  (127,062)  (1,155,299)
                         ---------- ----------   ---------  ----------
Net increase (decrease)    466,512 $ 4,419,465    594,893  $ 5,379,267
                         ---------- ----------   ---------  ----------
Increase (decrease) derived
from capital share
transactions.            1,156,000 $11,109,456   1,165,691 $10,559,256
                         ========== ==========   =========  ==========
</TABLE>
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Board of Trustees of the New England Funds Trust II  and  the
Shareholders of the NEW ENGLAND HIGH INCOME FUND

We  have audited the accompanying statement of assets and liabilities,
including  the schedule of portfolio investments, of the  New  England
High Income Fund as of December 31, 1995, and the related statement of
operations  for the year then 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 High Income Fund as of  December
31,  1995, the results of its operations for the year then ended,  the
changes  in its net assets for 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 High Income Fund 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                     3,451,554.741  60,800.947  104,402.961            3,616,758.649
                           ============= ===========  ===========
2. To approve a new Advisory
Agreement between the
Fund and New England
Funds Management, L.P.
("NEFM")                   3,438,612.080  75,153.787  102,992.782            3,616,758.649
                           ============= ===========  ===========
3. To approve a related Sub-
Advisory Agreement
between NEFM and such
Fund's current investment
adviser                    3,414,935.538  79,968.991  121,854.120            3,616,758.649
                           ============= ===========  ===========
4. To approve changes in the
Fund's fundamental
investment restrictions,
in order to permit the
Fund to engage in
transactions in options
and futures
contracts                  2,482,145.457 142,273.200  117,909.992874,430.000 3,616,758.649
                           ============= ===========  ====================== =============
</TABLE>

<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

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NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

399 Boylston Street
Boston, Massachusetts
02116

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QUALITY
TESTED SERVICE
1996
DALBAR
HONORS COMMITMENT TO:
INVESTORS

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<PAGE>
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AND EDGAR-FILED TEXTS.

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(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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