24F-2 NOTICE EDGAR FILING
1. Name and address of issuer:
Pioneer II
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-1835
Securities Act File Number: 2-32773
4. Last day of fiscal year for which this notice is filed: September 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation. N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year: 72,147,595
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the fiscal year.
Shares: 16,161,878 Aggregate sale price: $340,052,281
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares: -0- Aggregate sale price: $0.00
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Shares: 24,810,556 Aggregate sale price: $480,912,324
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $0.00
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): N/A
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): N/A
<PAGE>
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): N/A
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii) plus line (iv)] (if applicable): $0.00
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $0.00
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission' Rules of Informal
and Other Procedures (17 CFR 202.3a).
[NO]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: N/A
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: November 25, 1996
