PUTNAM GROWTH & INCOME FUND II
N-8A, 1994-10-11
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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM N-8A

                    NOTIFICATION OF REGISTRATION FILED
                      PURSUANT TO SECTION 8(A) OF THE
                      INVESTMENT COMPANY ACT OF 1940

     The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and
pursuant to the provisions of Section 8(a) of the Investment
Company Act of 1940 and in connection with such notification of
registration submits the following information:

                         -------------------------

Name:  Putnam Growth and Income Fund II

Address of Principal 
Business Office
(No. and Street, City,
State, Zip Code):             One Post Office Square, Boston,
                              Massachusetts 02109

Telephone Number
(including area code):        (617) 292-1000

Name and address of
agent for service
of process:                   John R. Verani
                              Vice President
                              Putnam Growth and Income Fund II
                              One Post Office Square
                              Boston, Massachusetts  02109

                              Copy to:

                              John W. Gerstmayr, Esq.
                              Ropes & Gray
                              One International Place
                              Boston, Massachusetts  02110

Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940 concurrently
with the filing of Form N-8A:

                ----           ----
          Yes  / X /     No   /   /
               ----           ----<PAGE>

                                 SIGNATURE



     A copy of the Agreement and Declaration of Trust of Putnam
Growth and Income Fund II is on file with the Secretary of State
of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trust by an
officer of the Trust as officer and not individually and that the
obligations of or arising out of this instrument are not binding
upon any of the Trustees, officers, or shareholders individually
but are binding only upon the assets of the Trust.

     Pursuant to the requirements of the Investment Company Act
of 1940, the Registrant has caused this notification of
registration to be duly signed on its behalf in the City of
Boston and The Commonwealth of Massachusetts on the 11th day of
October, 1994.



SEAL
               Signature:     Putnam Growth and Income Fund II
                              (Name of Registrant)

                              /s/ Gordon H. Silver
                              --------------------------------
                              Gordon H. Silver, Vice President
                              (Name of director, trustee or
                              officer signing on behalf of
                              Registrant)


ATTEST

                      By:     /s/ Beverly Marcus
                              --------------------------------
                              Beverly Marcus
                              Clerk





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