U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Putnam Growth and Income Fund II
One Post Office Square
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Class A shares, Class B shares and Class M shares
3. Investment Company Act File Number: 811-7223
Securities Act File Number: 33-55979
4. Last day of fiscal year for which this notice is filed:
November 30, 1995
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for the
purposes of reporting securities sold after the close of
the fiscal year for purposes but before termination of
the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under Rule
24f-2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or
series which have 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: NONE
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2: NONE
9. Number and aggregate sale price of securities sold
during
the fiscal year:
52,361,568 shares $531,421,812
10. Number and aggregate sale price of securities sold
during
the fiscal year in reliance upon registration pursuant
to
Rule 24f-2:
52,361,568 shares $531,421,812
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):
220,497 shares $2,237,648
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):
$
531,421,812
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable):
$
2,237,648
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
$
33,869,823
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to Rule 24e-2 (if applicable):
$
0
(v) Net aggregate price of securites 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):
$
499,789,637
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6):
1/29th of 1%
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
$
172,341.26
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: January 26, 1996
SIGNATURES
This report has been signed below by the following persons
on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) /s/John D. Hughes
------------------------------
John D. Hughes
Senior Vice President and
Treasurer
January 29, 1996
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
January 24, 1996
Putnam Growth and Income Fund II
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the
sale
during the fiscal year ended November 30, 1995 of 52,361,568
shares of beneficial interest (the "Shares") of Putnam
Growth and
Income Fund II (the "Fund").
We understand that on your books you record as sold
Shares
for which orders have been accepted notwithstanding that on
the
date of acceptance such Shares may not have been paid for,
and
that for purposes of compliance with Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, you
regard
such Shares as having been sold.
We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the
Secretary of
State of The Commonwealth of Massachusetts, which provides
for an
unlimited number of authorized shares of beneficial
interest, and
(ii) your Bylaws, which provide for the issue and sale by
the
Fund of such Shares. We have also examined (i) a copy of
the
notice (the "Notice") to be filed pursuant to the Rule by
you
with the Securities and Exchange Commission relating to your
registration of an indefinite number of shares of beneficial
interest of the Fund pursuant to the Securities Act of 1933,
as
amended, and making definite registration of the Shares
pursuant
to the Rule, and (ii) a certificate of the Treasurer of the
Fund
stating that 51,868,055 of the Shares had been recorded as
issued
and that the appropriate consideration therefor as provided
in
your Bylaws had been received at November 30, 1995, and that
493,513 of the Shares had been recorded as sold and issued
on
your books at November 30, 1995, but that at that date
payment
had not been received and was not then due in the ordinary
course
of business.
We assume that appropriate action has been taken to
register
or qualify the sale of the Shares under any applicable state
and
federal laws regulating offerings and sales of securities,
and
that the Notice will be timely filed with the Securities and
Exchange Commission.
ROPES & GRAY
-2-
Putnam Growth and Income Fund II
January 24, 1996
Based upon the foregoing, we are of the opinion that:
1. The Fund is a legally organized and validly
existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts
and
is authorized to issue an unlimited number of shares of
beneficial interest.
2. The Shares were validly issued and, except for the
493,513 Shares for which payment had not been received at
November 30, 1995 and was not then due in the ordinary
course of
business, were fully paid and nonassessable by the Fund at
November 30, 1995.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However,
the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires
that
notice of such disclaimer be given in each agreement,
obligation
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides
for
indemnification out of the property of the Fund for all loss
and
expense of any shareholder of the Fund held personally
liable for
the obligations of the Fund solely by reason of his being or
having been a shareholder of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of
shareholder
liability is limited to circumstances in which the Fund
itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/Ropes & Gray
Ropes & Gray
