VIA EDGAR
June 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Putnam Growth and Income Fund II (Reg. No. 33-59065) (the
"Fund")
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended, the Fund hereby certifies that the form of prospectus
and Statement of Additional Information that would have been
filed on behalf of the Fund pursuant to Rule 497(c) upon the
effectiveness of Post-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-14 (the "Amendment") would not
have differed from that contained in the Amendment, which is the
most recent amendment to such Registration Statement and was
filed electronically on June 21, 1995.
Comments or questions concerning this certificate may be
directed to Karl W. Saur at 1-800-225-2465, ext. 1698.
Very truly yours,
PUTNAM GROWTH AND INCOME FUND II
/s/ Gordon H. Silver
By: ----------------------------------
Gordon H. Silver
Vice President
cc: Joseph Turo, Esq.
