PUTNAM GROWTH AND INCOME FUND II One Post Office Square Boston, Massachusetts 02109 June 21, 1995 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Putnam Growth and Income Fund II - CIK No. 0000903748 Request for Withdrawal of Amendment to Registration Statement on Form N14EL24/A File No. 33-59065 Gentlemen: On June 21, 1995, we transmitted for filing via the EDGAR system, a Post-Effective Amendment No. 1 to the Registration Statement of Putnam Growth and Income Fund II (the "Fund"). This filing was inadvertently filed under EDGAR submission type N14EL24/A when it should have been filed under EDGAR submission type 485BPOS. We request that Post-Effective Amendment No. 1 to the Fund's Registration Statement be withdrawn pursuant to Rule 477 (a) under the Securities Act of 1933. Comments or questions concerning this request may be directed to Beth F. Marino at 617-292-1471. Sincerely, PUTNAM GROWTH AND INCOME FUND II /s/ Gordon H. Silver Gordon H. Silver Vice President