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
MASSACHUSETTS TAX
FREE 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  Massachusetts Tax Free 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 MASSACHUSETTS TAX FREE 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 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 Massachusetts Tax Free Income Fund - Net Asset Value(1)
Year                                                           Amount
- -----                                                          ------
1995                                                          $21,705
1994                                                          $18,419
1993                                                          $19,896
1992                                                          $17.701
1991                                                          $16,229
1990                                                          $14,559
1989                                                          $13,839
1988                                                          $12,815
1987                                                          $11,678
1986                                                          $11,599
3/23/84                                                       $10,000

New  England  Massachusetts Tax Free Income Fund - With Maximum  Sales
Charge(2)
Year                                                           Amount
- -----                                                          ------
1995                                                          $20,783
1994                                                          $17,637
1993                                                          $19,050
1992                                                          $16,948
1991                                                          $15,539
1990                                                          $13,940
1989                                                          $13,251
1988                                                          $12,271
1987                                                          $11,182
1986                                                          $11,106
3/23/84                                                        $9,575

Lehman Municipal Index(4)
Year                                                           Amount
- -----                                                          ------
1995                                                          $24,203
1994                                                          $20,606
1993                                                          $21,729
1992                                                          $19,352
1991                                                          $17,786
1990                                                          $15,860
1989                                                          $14,782
1988                                                          $13,343
1987                                                          $12,112
1986                                                          $11,932
3/23/84                                                       $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
3/23/84                                                       $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 MASSACHUSETTS TAX FREE INCOME FUND

<TABLE><CAPTION>
<S>                         <C>               <C>             <C>
AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/95*
CLASS A                      1 YEAR           5 YEARS        10 YEARS
Net Asset Value(1)           17.84%             8.31%           8.06%
With Max. Sales Charge(2)     12.83              7.38            7.59
Lipper MA Municipal Average(6)16.82              8.70            8.11

CLASS B (INCEPTION 9/13/93)  1 YEAR   SINCE INCEPTION
Net Asset Value(1)           17.03%             3.47%
With CDSC(3)                  13.03              2.28
Lehman Municipal Index(4)     17.46              5.63
Lipper MA Municipal Average(6) 16.82             4.58

YIELDS AS OF 12/31/95*
                            CLASS A           CLASS B
SEC 30-day Yield              4.96%             4.54%
Taxable Equivalent Yield       9.33              8.54
<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 Massachusetts state income tax bracket of
46.85%. The alternative minimum tax may apply. 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  4.25%  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, 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 MASSACHUSETTS TAX FREE INCOME FUND

[PHOTO]
MASSACHUSETTS TAX FREE
INCOME FUND

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

For  investors in both stocks and bonds, 1995 was an outstanding year.
The  stock  market, as measured by the Dow Jones Industrial  Average1,
repeatedly  reached  record  highs,  and  the  bond  market   provided
attractive yields and total returns.  In large measure, this reflected
the  Federal Reserve BoardOs success at bringing the economy in for  a
Osoft  landingO:  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 17.84% for
the 12-month period, based on net asset value.  We had anticipated the
economyOs soft landing,
<PAGE>
NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND
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 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 16.82% return  for  the
Lipper Massachusetts Municipal Average2.

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 4.96%  and
4.54%, respectively.a.  These translate into taxable equivalent yields
of 9.33% for Class A shares and 8.54% for Class B shares, based on the
maximum  combined federal and Massachusetts state income tax  rate  of
46.85%3.

How We Managed Your Fund
The  stateOs  economy has fully recovered from the lows of  the  early
O90s.  We now plan to invest in general obligation bonds issued by the
state  and  local municipalities, although revenue bonds  continue  to
receive emphasis.
a.   Yield  is calculated using a standard formula established by  the
     Securities   and  Exchange  Commission,  and  is  an   annualized
     percentage based on the yield earned for the FundOs Class  A  and
     Class B shares during the 30 days ending December 31, 1995.
NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND
<PAGE>
Because  the  Fund  had  been positioned in high-quality,  longer-term
Massachusetts  municipal  bonds,  it  received  the  full  benefit  of
declining  interest rates.  At year end the average  maturity  of  the
securities  in  the  portfolio was 20 years, and the  average  quality
rating was AA-.
Given  the  likelihood  of  further consolidation  in  the  healthcare
industry  and  the  CongressOs stated desire to  reform  Medicare  and
Medicaid,  we  have  dramatically  reduced  our  investments  in   the
healthcare  sector.   As  healthcare  bonds  were  sold,  assets  were
invested  in  other sectors, including transportation  and  utilities.
Utility  bonds  offer liquidity; they also tend to  enhance  portfolio
stability.  The transportation sector showed particular improvement as
the  economy picked up steam.  The technology sector was also a source
of  some attractive investments.  This sector, which continues to play
a  prominent role in the stateOs economy, has strengthened  in  recent
years  as  a  result of the reorganizations of many formerly  troubled
companies.
Outlook For the Municipal Market
We  believe the long-term outlook for the Massachusetts municipal bond
market is positive.  The impact of 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.
<PAGE>
NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND

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

In  recent years, there has been a steady decline in the volume of new
issue  municipal bonds in Massachusetts - $4.7 billion were issued  in
1995,  down  5% 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 Massachusetts municipal bonds and for the
Fund.

A special note
Shareholders of the Fund recently approved a proposal to eliminate the
restriction  on the FundOs ability to purchase securities  that  could
generate  interest  subject  to the Federal  Alternative  Minimum  Tax
(AMT).

We  believe  the FundOs change will enhance its ability to  achieve  a
higher  yield. While the amount of income subject to AMT may increase,
causing  some  shareholders to pay additional taxes, most shareholders
are not affected. You may wish to consult your tax adviser to learn if
you are affected.
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    Alternative minimum tax (AMT) may apply.  Some federal  or  state
     taxes may apply.
<PAGE>
NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND

PORTFOLIO QUALITY AS OF 12/31/95
[A  pie chart appears here, illustrating the portfolio quality of  New
England  Massachusetts Tax Free Income Fund at June 30, 1995. The  pie
chart is broken in pieces representing credit ratings in the following
percentages:]

CREDIT RATINGS      PERCENTAGE
- -------------------------------
AAA                      43.3%
AA                        7.9%
A                        32.1%
BBB                      12.2%
Below BBB                 4.5%
- -------------------------------
AVERAGE CREDIT QUALITY = AA-
AVERAGE PORTFOLIO MATURITY = 20 YEARS
Credit ratings supplied by Standard & PoorOs
<PAGE>
[LOGO]
NEW ENGLAND FUNDS
WHERE THE BEST MINDS MEET

PORTFOLIO COMPOSITION, FINANCIAL STATEMENTS AND HIGHLIGHTS

NEW ENGLAND
MASSACHUSETTS TAX
FREE INCOME FUND

DECEMBER 31, 1995

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

TAX EXEMPT BONDS--99.5% OF TOTAL NET ASSETS

<TABLE><CAPTION>
 <C>          <S>                                       <C>        <C>         <C>
                                                                 RATINGS (C)
                                                                 (UNAUDITED)
                                                               -------------
      FACE                                                          STANDARD
    AMOUNT ISSUER                                       MOODY'S     & POOR'S     VALUE (A)
- --------------------------------------------------------------------------------
- ------------
           MASSACHUSETTS STATE GENERAL OBLIGATION--3.0%
$2,000,000      Massachusetts State Consolidated Loan, Series A,
           7.625%, 06/01/08                                  AAA         AAA    $2,349,520
1,500,000  Massachusetts State Consolidated Loan, Series A,
           5.000%, 01/01/13                                   A1          A+     1,441,860
                                                                              ------------
                                                                                 3,791,380
                                                                              ------------

           MASSACHUSETTS STATE HEALTH & EDUCATION FACILITY
           AUTHORITY--23.7%
2,000,000  Baystate Medical Center, Series D,
           5.000%, 07/01/20 (AMBAC)                          AAA         AAA     1,889,420
1,000,000  Berkshire Health System, Series C,
           5.900%, 10/01/11                                   --        BBB-       896,800
3,000,000  Boston University Ribs, Series L,
           9.092%, 10/01/31 (MBIA).                          Aaa         AAA     3,519,630
2,500,000  Central Massachusetts Medical Center, Series A,
           7.100%, 07/01/21 (AMBAC)                          Aaa         AAA     2,858,875
1,750,000  Charlton Memorial Hospital, Series B, 7.250%,
           07/01/13                                            A          A-     1,878,888
1,000,000  Children's Hospital, Series E, 6.125%, 10/01/12Aa              AA     1,050,600
5,000,000  Dana Farber, Series G-1, 6.250%, 12/01/22          A1           A     5,169,450
1,410,000  Faulkner Hospital, Series C, 6.000%, 07/01/13   Baa1         BBB+     1,386,030
2,400,000  Medical Center of Central Mass, Issue A,
           7.000%, 07/01/12                                   A1          A-     2,579,400
1,000,000  New England Baptist Hospital, Series B,
           7.300%, 07/01/11                                    A        BBB+     1,068,210
1,220,000  New England Deaconess Hospital, Series D,
           6.875%, 04/01/22 (AMBAC)                          Aaa         AAA     1,347,368
1,190,000  New England Medical Center, Series F,
           6.625%, 07/01/25 (FGIC).                          Aaa         AAA     1,293,958
1,000,000  Tufts University, Series D, 7.750%, 08/01/13       A1          A+     1,108,120
1,500,000  Valley Regional Health System, Series B,
           8.000%, 07/01/18                                  AAA          --     1,752,630
1,000,000  Valley Regional Health System, Series C,
           6.250%, 07/01/11 (CONNIE LEE)                      --         AAA     1,100,640
1,000,000  Wentworth Institute of Technology Series A,
           7.400%, 04/01/10 (AMBAC)                          Aaa         AAA     1,139,820
                                                                              ------------
                                                                                30,039,839
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

TAX EXEMPT BONDS--CONTINUED
                                                                 RATINGS (C)
                                                                 (UNAUDITED)
                                                               -------------
      FACE                                                          STANDARD
    AMOUNT ISSUER                                       MOODY'S     & POOR'S     VALUE (A)
- --------------------------------------------------------------------------------
- ------------
Massachusetts State Housing Finance Agency--17.7%
  $215,000 Housing Revenue, Series A., 9.000%, 12/01/18       --          A+     $ 225,941
   635,000 Housing Revenue, Series A., 7.750%, 12/01/19       --           A       654,438
 4,640,000 Housing Revenue, Series A, 6.375%, 4/01/21         A1          A+     4,764,816
1,350,000  Housing Revenue, Series B, 6.500%, 07/01/25
           (AMBAC)                                           Aaa         AAA     1,415,745
  715,000  Multifamily Residential Development, Series A,
           7.650%, 02/01/28 (FNMA).                          Aaa         AAA       753,345
2,500,000  Residential Development, Series E,
           6.250%, 11/15/12 (FNMA).                          Aaa         AAA     2,601,475
2,000,000  Residential Development, Series F, 6.250%,
           11/15/12                                          Aaa         AAA     2,096,800
1,300,000  Residential Development, Series I,
           6.900%, 11/15/25 (FNMA).                          AAA         AAA     1,401,075
2,000,000  Residential Development-FNMA COLL-A,
           6.900%, 11/15/24 (FNMA).                          Aaa         AAA     2,148,820
1,000,000  Residential Development-FNMA COLL-D,
           6.800%, 11/15/12                                  Aaa         AAA     1,080,270
1,175,000  Single Family Mortgage, Series A., 6.300%,
           10/01/13                                            A          A+     1,213,047
  400,000  Single Family Mortgage, Series 4, 7.375%,
           06/01/14                                           Aa          A+       413,276
1,555,000  Single Family Mortgage, Series 13, 7.950%,
           06/01/23                                           Aa          A+     1,654,924
2,000,000  Single Family Mortgage, Series 32, 6.600%,
           12/01/26                                           Aa          A+     2,088,380
                                                                              ------------
                                                                                22,512,352
                                                                              ------------
           MASSACHUSETTS STATE INDUSTRIAL FINANCE
           AGENCY--6.6%
1,000,000  Harvard Community Health Plan, Series B,
           7.750%, 10/01/08 (MBIA).                          Aaa         AAA     1,109,600
3,000,000  Holy Cross College, 6.450%, 01/01/12               A1          A+     3,246,330
1,500,000  First Healthcare Corp Project, 7.750%, 4/01/19     --          --     1,519,605
  475,000  Ogden Haverhill Project, 7.250%,12/01/06
           (AMBAC).                                          Aaa         AAA       497,905
1,000,000  Ogden Haverhill Project, 7.375%, 12/01/11
           (AMBAC).                                          Aaa         AAA     1,049,690
1,000,000  Refusetech Inc., Series A, 6.300%, 07/01/05      Baa1         BBB     1,060,650
                                                                              ------------
                                                                                 8,483,780

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

TAX EXEMPT BONDS--CONTINUED

                                                                 RATINGS (C)
                                                                 (UNAUDITED)
                                                               -------------
      FACE                                                          STANDARD
    AMOUNT ISSUER                                       MOODY'S     & POOR'S     VALUE (A)
- --------------------------------------------------------------------------------
- ------------
Other Massachusetts Obligations--30.3%
$2,500,000 Massachusetts Bay Transportation Authority, Series
           A, 5.750%, 03/01/18                                A1          A+    $2,547,225
1,310,000  Massachusetts Educational Loan Authority,
           7.250%, 01/01/09 (MBIA).                          Aaa         AAA     1,354,239
1,500,000  Massachusetts Municipal Wholesale Electric,
           6.750%, 07/01/08                                    A        BBB+     1,655,190
2,500,000  Massachusetts Municipal Wholesale Electric,
           6.750%, 07/01/11                                    A        BBB+     2,725,300
2,400,000  Massachusetts Municipal Wholesale Electric,
           5.000%, 07/01/14 (AMBAC)                          Aaa         AAA     2,318,496
4,450,000  Massachusetts Municipal Wholesale Electric,
           5.000%, 07/01/17 (AMBAC)                          Aaa         AAA     4,285,439
4,000,000  Massachusetts Pollution Control, Boston Edison,
           Series A, 5.750%, 02/01/14.                      Baa2         BBB     4,002,800
2,690,000  Massachusetts Port Authority, Series A, 5.000%,
           07/01/15                                           Aa         AA-     2,592,649
3,315,000  Massachusetts State Convention Center, Series A,
           5.375%, 09/01/13                                   A1          A+     3,328,359
2,100,000  Massachusetts Water Pollution Abatement, Series B,
           5.250%, 08/01/14                                   Aa          A+     2,132,382
1,250,000  Massachusetts Water Resource Authority, Series A,
           6.750%, 07/15/12                                  Aaa         AAA     1,433,950
3,185,000  Massachusetts Water Resource Authority, Series B,
           5.500%, 03/01/17                                    A           A     3,149,424
3,000,000  Massachusetts Water Resource Authority, Series B,
           4.750%, 12/01/21 (MBIA).                          AAA         AAA     2,768,820
4,300,000  Massachusetts Water Resource Authority, Series B,
           5.000%, 03/01/22 (MBIA).                          Aaa         AAA     4,118,239
                                                                              ------------
                                                                                38,412,512
                                                                              ------------
           MASSACHUSETTS MUNICIPALITIES--5.5%
3,635,000  Boston Water & Sewer Commission
           5.250%, 11/01/11 (FGIC).                          Aaa         AAA     3,676,439
1,000,000  Haverhill, Series A, 7.000%, 06/15/12 (FGIC).     Aaa         AAA     1,112,440
1,000,000  Nantucket 6.800%, 12/01/11                          A          --     1,096,270
1,000,000  Worcester 6.900%, 05/15/07 (MBIA).                Aaa         AAA     1,155,560
                                                                              ------------
                                                                                 7,040,709
                                                                              ------------
<PAGE>
PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995

TAX EXEMPT BONDS--CONTINUED
                                                                 RATINGS (C)
                                                                 (UNAUDITED)
                                                               -------------
      FACE                                                          STANDARD
    AMOUNT ISSUER                                       MOODY'S     & POOR'S     VALUE (A)
- --------------------------------------------------------------------------------
- ------------
           PUERTO RICO OBLIGATIONS--3.0%
$750,000 Puerto Rico Aqueduct & Sewer Authority
           10.250%, 07/01/09                                 Aaa         AAA    $1,068,203
1,000,000 Puerto Rico Aqueduct & Sewer Authority
           6.250%, 07/01/13                                 BAA1           A     1,085,920
1,600,000 Commonwealth of Puerto Rico, Highway &
           Transportation Authority,
           5.500%, 07/01/13                                 BAA1           A     1,603,552
                                                                              ------------
                                                                                 3,757,675
                                                                              ------------
           OTHER OBLIGATIONS--9.7%
1,000,000  Guam Airport Authority Revenue Bond, Series B,
           6.400%, 10/01/05                                   --         BBB     1,029,060
2,500,000  Guam Airport Authority Revenue Bond, Series B,
           6.600%, 10/01/10                                   --         BBB     2,562,800
2,925,000  Guam Power Authority Revenue Bond, Series A,
           5.250%, 10/01/13                                   --         BBB     2,675,234
2,000,000  Guam Government, Series A, 5.375%, 11/15/13.       --         BBB     1,831,180
3,850,000  Virgin Islands Public Financial Authority,
           Series A, 7.250%, 10/01/18                         --          --     4,140,366
                                                                              ------------
                                                                                12,238,640
                                                                              ------------
           Total Investments--99.5%
           (Identified Cost $118,447,282)(b)                                   126,276,887
           Cash and Receivables                                                  3,739,589
           Liabilities.                                                        (3,090,218)
                                                                              ------------
           Total Net Assets--100%.                                            $126,926,258
                                                                              ============
<PAGE>

PORTFOLIO COMPOSITION--continued
Investments as of December 31, 1995
<FN>
(a) See Note 1a to the financial statements.
(b) Federal Tax Information: At December 31, 1995 the net unrealized
appreciation on investments based on cost of $118,505,421 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                                         $ 7,959,847
    Aggregate gross unrealized depreciation for all
    investments in which there is an excess of tax cost
    over value                                              (188,381)
                                                           -----------
    Net unrealized appreciation                            $ 7,771,466
                                                            ==========
    As of December 31, 1995, the Fund had a net tax
    basis capital loss carryforward as follows:
    Expiring December 31, 2002                             $ 2,495,494
(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                                      $126,276,887
Cash                                                           838,496
Receivable for:
 Fund shares sold                                               99,706
 Securities sold                                               514,338
 Accrued interest                                            2,284,049
Prepaid registration expense                                     3,000
                                                          ------------
                                                           130,016,476
LIABILITIES
Payable for:
 Securities purchased.                         $2,781,882
 Fund shares redeemed.                             57,275
 Dividends declared                               128,143
Accrued expenses:
 Management fees                                   76,654
 Deferred trustees' fees                            1,451
 Other expenses.                                   44,813
                                               ----------
                                                             3,090,218
                                                          ------------
NET ASSETS.                                               $126,926,258
                                                           ===========
Net Assets consist of:
 Capital paid in                                          $121,748,064
 Distributions in excess of net investment income             (60,268)
 Accumulated net realized losses                           (2,591,144)
 Unrealized appreciation on investments.                     7,829,606
                                                          ------------
NET ASSETS.                                               $126,926,258
                                                           ===========
Computation of net asset value and offering price:
Net asset value and redemption price of Class A shares
($120,229,135 divided by 7,135,425 shares of beneficial
interest)                                                       $16.85
                                                              ========
Offering price per share (100/95.75 of $16.85)                 $17.60*
                                                              ========
Net asset value and offering price of Class B shares
($6,697,123 divided by 398,139 shares of beneficial
interest)                                                     $16.82**
                                                              ========
Identified cost of investments                            $118,447,282
                                                         =============

<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                                                   $ 7,541,154
Expenses
 Management fees.                                 $697,878
 Service and distribution fees--Class A            399,216
 Service and distribution fees--Class B             55,139
 Trustees' fees and expenses                        21,465
 Custodian                                          92,445
 Transfer agent                                    164,861
 Audit and tax services                             16,000
 Legal                                              20,481
 Printing                                           24,865
 Registration.                                      15,331
 Miscellaneous                                       7,218
                                                 ---------
Total expenses.                                  1,514,899
 Less expenses waived by the investment
adviser                                         (462,668)    1,052,231
                                                 ---------   ---------
Net investment income                                        6,488,923
REALIZED and UNREALIZED GAIN on INVESTMENTS
Realized gain on Investments--net.                 964,359
Unrealized appreciation on investments--net.    12,009,442
                                               -----------
Net gain on investment transactions                         12,973,801
                                                           -----------
NET INCREASE IN NET ASSETS FROM OPERATIONS                 $19,462,724
                                                           ===========
</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                  $6,848,147           $6,488,923
Net realized gain (loss) on investments.(3,539,373)            964,359
Unrealized appreciation (depreciation)
on investments,                       (12,872,878)          12,009,442
                                     ------------         ------------
Increase (decrease) in net assets
from operations                        (9,564,104)          19,462,724
                                     ------------         ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
 Class A                               (6,682,041)         (6,224,656)
 Class B                                 (166,109)           (264,268)
In excess of net investment income
 Class A                                 (142,043)            (20,659)
 Class B                                   (3,669)             (1,520)
                                     ------------         ------------
                                       (6,993,862)         (6,511,103)
                                     ------------         ------------
Increase (decrease) in net assets
derived from capital
 share transactions.                   (1,440,896)           1,887,316
                                     ------------         ------------
Total increase (decrease) in net
assets                                (17,998,862)          14,838,937
NET ASSETS
Beginning of the year                  130,086,183         112,087,321
                                     ------------         ------------
End of the year.                     $112,087,321         $126,926,258
                                       ===========         ===========
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)
NET INVESTMENT INCOME
Beginning of the year$                     40,189           $ (55,525)
                                       ===========         ===========
End of the year.                        $ (55,525)          $ (60,268)
                                       ===========         ===========
</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               $ 16.01   $ 16.37    $16.62    $17.27     $15.10
                        ------    ------   -------   -------   -------
Income From Investment
Operations
Net Investment Income     1.08      1.03      0.97      0.89      0.88
Net Realized and
Unrealized Gain
(Loss) on Investments     0.69      0.40      1.05    (2.15)      1.76
                        ------    ------   -------   -------   -------
Total From Investment
Operations                1.77      1.43      2.02    (1.26)      2.64
                        ------    ------   -------   -------   -------
Less Distributions
Distributions
From Net Investment
Income                  (1.07)    (1.03)    (0.97)    (0.89)    (0.89)
Distributions
in Excess of Net
Investment Income         0.00      0.00      0.00    (0.02)      0.00
Distributions From
Net Realized
Capital Gains           (0.34)    (0.15)    (0.40)      0.00      0.00
                        ------    ------   -------   -------   -------
Total Distributions.    (1.41)    (1.18)    (1.37)    (0.91)    (0.89)
                        ------    ------   -------   -------   -------
Net Asset Value,
End of Period         $ 16.37   $ 16.62    $17.27    $15.10     $16.85
                       =======    ======    ======    ======    ======
Total Return (%) (b).     11.5       9.1      12.4     (7.4)      17.8
Ratio of Operating
Expenses to
Average Net Assets (%) (a).1.00     0.85      0.85      0.85      0.85
Ratio of Net
Investment Income to
Average Net Assets (%)    6.62      6.25      5.58      5.63      5.46
Portfolio
Turnover Rate (%)           86        29        42        48       127
Net Assets,
End of Period (000)   $68,534   $91,932  $128,797  $107,565   $120,229
 <FN>
(a)  Commencing   May  1,1991  expenses  were  voluntarily  limited   to   0.85%
     of   Class    A   average   net  assets.  See  Note   4.   The   ratio   of
     operating   expenses  to   average  net  assets,  without   giving   effect
     to   this   expense  limitation  would   have  been  1.34%,  1.26%,   1.21%
     and  1.24%  for  the  years  ended  December  31,   1991,  1992,  1993  and
     1994   respectively   and   1.24%  for  the  year   ended    December   31,
     1995.   From   May   18,   1989  through  April   30,1991   expenses   were
     voluntarily limited to 1.35% of average net assets.
(b)  A   sales   charge   of  4.25%  (maximum)  was  not  reflected   in   total
     return calculations.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS--continued
<TABLE><CAPTION>
<S>                                  <C>          <C>           <C>

                                              CLASS B
                          --------------------------------------------
                           SEPTEMBER 13,(A)
                                    THROUGH  YEAR ENDED     YEAR ENDED
                               DECEMBER 31,DECEMBER 31,   DECEMBER 31,
                                       1993        1994           1995
                                      -----       -----          -----
Net Asset Value,
Beginning of Period                  $17.78      $17.26         $15.08
                                     ------      ------         ------
Income From Investment
Operations
Net Investment Income                  0.25        0.77           0.78
Net Realized and Unrealized
Gain (Loss) on
Investments                          (0.15)      (2.14)           1.74
                                     ------      ------         ------
Total From Investment Operations.      0.10      (1.37)           2.52
                                     ------      ------         ------
Less Distributions
Distributions From Net
Investment Income.                   (0.22)      (0.79)         (0.78)
Distributions in Excess
of Net Investment
Income.                                      0.00(0.02)           0.00
Distributions From Net
Realized Capital
Gains                                (0.40)        0.00           0.00
Distributions From Paid-in Capital     0.00        0.00           0.00
                                     ------      ------         ------
Total Distributions.                 (0.62)      (0.81)         (0.78)
                                     ------      ------         ------
Net Asset Value, End of Period.      $17.26      $15.08         $16.82
                                     ======      ======         ======
Total Return (%) (d)                    0.4       (8.0)           17.0
Ratio of Operating Expenses to
Average Net
Assets (%) (b).                     1.50(c)        1.50           1.50
Ratio of Net Investment Income
to Average
Net
Assets (%)                          4.26(c)        4.98           4.81
Portfolio Turnover Rate (%).             42          48            126
Net Assets, End of Period (000)      $1,289      $4,523         $6,697
 <FN>
(a)  Commencement of operations.
(b)  Effective   September  13,  1993  expenses  were  voluntarily  limited   to
     1.50%  of   Class  B  average  net  assets.  See  Note  4.  The  ratio   of
     operating  expenses   for  Class  B  shares  would  have  been  1.86%   for
     the   period   ended  December  31,   1993,  1.89%  for  the   year   ended
     December   31,   1994   and  1.89%  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"),  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 such 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  4.25%.  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  for  the  Fund   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.   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  relate  primarily  to  the   amortization   of
market   discount.  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
$150,806,533 and $148,384,593, 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
<PAGE>
NOTES TO FINANCIAL STATEMENTS--continued
December 31, 1995

Insurance   Company.   The  management  agreement  for  the   Fund   in   effect
during  the  year  ended  December  31, 1995 provided  for  fees  as  set  forth
below:

FEES EARNED  ANNUAL PERCENTAGE RATE    ANNUAL NET ASSET VALUE LEVELS
- -----------  -----------------------   -----------------------------
$697,878(a)  0.600%                     the first $100 million
             0.500%                     the excess over $100 million

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

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

B.  SERVICE  AND  DISTRIBUTION  FEES.Pursuant  to  Rule  12b-1  under  the  1940
Act,  the  Trust  has  adopted  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  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   $285,120   and
$39,381 in service fees for Class A and Class B shares 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  $114,096  and  $15,758  in  distribution  fees  for   Class   A
and Class B shares 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 $185,109.

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 $128,315 as compensation for
its services in that capacity.


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

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   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                             $2,400
          Meeting Fee                           $125/meeting
          Committee Meeting Fee                  $75/meeting
          Committee Chairman Annual Retainer            $125

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  May  1,  1991  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  0.85%  of  the
Fund's   Class  A  average  daily  net  assets  and,  effective  September   13,
1993,   1.50%  of  Class  B  average  daily  net  assets.  From  May  18,   1989
through   April   30,  1991  Back  Bay  Advisors  reduced  its  management   fee
and  assumed  expenses  of  the  Fund in order  to  limit  the  Fund's  expenses
to   an   annual   rate   of  1.35%.  As  a  result  of  the   Fund's   expenses
exceeding   the  applicable  voluntary  expense  limitation  during   the   year
ended   December  31,  1995,  management  fees  of  $697,878  were  reduced   by
$462,668.

5.CONCENTRATION    OF    CREDIT.The   Fund    primarily    invests    in    debt
obligations
issued    by    the   Commonwealth   of   Massachusetts   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  Massachusetts  municipal   securities   than
is   a   comparable   municipal  bond  fund  that  is   not   so   concentrated.
Uncertain   economic   and  fiscal  conditions  may  affect   the   ability   of
issuers   of   Massachusetts  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           1,495,711  $ 24,082,024  1,129,898  $ 18,233,627
Shares issued in
connection with
the reinvestment of:
Distributions from net
 investment income      319,675     5,081,475    287,896     4,667,423
                        -------     ---------   --------    ----------
                      1,815,386    29,163,499  1,417,794    22,901,050
Shares repurchased  (2,152,761) (34,240,511) (1,404,246)  (22,616,973)
                        -------     ---------   --------    ----------
Net increase (decrease) (337,375) $ (5,077,012)   13,548     $ 284,077
                      =========   ===========  =========   ===========
                                   YEAR ENDED               YEAR ENDED
                            DECEMBER 31, 1994        DECEMBER 31, 1995
                            -----------------        -----------------
CLASS B                  SHARES        AMOUNT     SHARES        AMOUNT
- -------                  ------        ------     ------        ------
Shares sold             236,907    $3,824,321    108,712    $1,767,504
Shares issued in
connection with
the reinvestment of:
Distributions from net
 investment income        8,342       130,950     12,879       208,742
                        245,249     3,955,271    121,591     1,976,246
Shares repurchased.    (19,965)     (319,155)   (23,445)     (373,007)
                        -------     ---------   --------    ----------
Net increase (decrease).225,284    $3,636,116     98,146    $1,603,239
                      =========   ===========  =========   ===========
Increase (decrease)
derived from
capital share
transactions.        (112,091)  $ (1,440,896)    111,694    $1,887,316
                      =========   ===========  =========   ===========
</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 MASSACHUSETTS TAX FREE INCOME FUND

We   have   audited  the  accompanying  statement  of  assets  and  liabilities,
including   the   schedule  of  portfolio  investments,  of  the   New   England
Massachusetts  Tax  Free  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  Funds'  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  Massachusetts   Tax   Free   Income
Fund  as  of  December  31,  1995,  the  results  of  its  operations  for   the
year  then  ended,  the  changes  in  its  net  assets  for  each  of  the   two
years  in  the  period  then  ended  and  the  financial  highlights  for   each
of   the  periods  indicated  herein,  in  conformity  with  generally  accepted
accounting principles.

COOPERS & LYBRAND LLP

Boston, Massachusetts
February 2, 1996
<PAGE>
SHAREHOLDER MEETING

(unaudited)

At a special shareholders' meeting held on December 28, 1995, shareholders of
the Massachusetts Tax Free 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.         4,277,898.148   142,109.010   155,405.160               4,575,412.318
                         =============   ===========  ===========
2. To approve a new Advisory
Agreement between the Fund
and New England Funds
Management, L.P.
("NEFM")                4,192,156.651   187,308.679   174,084.980  21,862.008   4,575,412.318
                         =============   ===========  ===========   ==========
3. To approve a related Sub-
Advisory Agreement between
NEFM and such Fund's
current investment
adviser                 4,141,831.401   198,082.532   213,636.380  21,862.005   4,575,412.318
                         =============   ===========  ===========   ==========
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   3,312,652.062   502,882.637  202,562.610  557,315.009   4,575,412.318
                         =============   ===========  ===========   ==========
5. To approve a change in the
Fund's fundamental
investment policies, in
order to permit the Fund,
under normal market
conditions, to invest up
to 20% of its net assets
in securities that produce
income that is subject to
the regular federal income
tax, the Massachusetts
personal income tax or the
federal alternative
minimum tax             3,182,400.260   610,908.436  220,604.620  561,499.002   4,575,412.318
                         =============   ===========  ===========   ==========
</TABLE>

<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(R) 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

MA56

[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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