PUTNAM GROWTH AND INCOME FUND II One Post Office Square Boston, Massachusetts 02109 July 18, 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. 0000930748 Request for Withdrawal of Amendment to Registration Statement on Form N-14 File No. 33-59065 Gentlemen: On June 21, 1995, we transmitted for filing via the EDGAR system, an Amendment to the Registration Statement on Form N-14 of Putnam Growth and Income Fund II (the "Fund"). This filing was inadvertently filed under EDGAR submission type N14EL24/A as a Pre-Effective Amendment when it should have been filed as a Post-Effective Amendment under EDGAR submission type 485BPOS. We request that the Pre-Effective Amendment to the Fund's Registration Statement filed under EDGAR submission type N14EL24/A be withdrawn pursuant to Rule 477 (a) under the Securities Act of 1933.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