COLONIAL MONEY MARKET FUND
N-30D, 1995-05-02
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<PAGE>

LETTER FROM THE PRESIDENT


Dear Shareholder:

        Following is Colonial Adjustable Rate U.S. Government Fund's semiannual
report for the six months ended February 28, 1995.  The Fund continued to meet
its objective of providing as high a level of current income as is consistent
with low volatility, through investments primarily in adjustable rate
mortgage-backed securities (ARMs) and other variable rate securities issued by
the U.S. government.

<TABLE>
<CAPTION>
FUND PERFORMANCE (8/31/94 - 2/28/95)1
                            CLASS A    CLASS B    CLASS C
INCEPTION                   10/1/92    2/1/93      1/4/95
- ---------------------------------------------------------
<S>                          <C>       <C>         <C>
Distributions declared
per share                    $0.236    $0.205      $0.074
- ---------------------------------------------------------
30-day SEC yield               5.34%     4.87%       5.52%
- ---------------------------------------------------------
Six-month total return,
assuming reinvestment
of all distributions
and no sales charge
or CDSC                        2.70%     2.37%          -
- ---------------------------------------------------------
Net asset value per
share on 2/28/95              $9.69     $9.69       $9.69
- ---------------------------------------------------------
</TABLE>

ECONOMIC/MARKET OVERVIEW

        Given the continued strength of the U.S. economy, inflation remained a
concern for the Federal Reserve Board at the beginning of the semiannual
period.  As a consequence, the Fed continued to raise short-term interest rates
in an effort to restrain growth and keep inflation under control.

        Early in the period the central bank's monetary policy resulted in
higher yields for most bonds, regardless of maturity.  However, later in the
period signs of economic weakness caused yields to decline dramatically.  For
example, the yield for a one-year Treasury bill (the security that is used to
reset many of the adjustable rate securities owned by the Fund) rose from 5.5%
on August 31, 1994, to a high of 7.3% on December 13. After peaking in
mid-December, yields moved lower through the end of the semiannual period.  In
fact, yields in the government bond market recovered almost all of the ground
that had been lost in the first half of the period.

        Your Fund benefited from its ability to invest in adjustable rate
securities - securities that have historically been more stable than other
fixed-income investments during periods of interest rate volatility.  Net Asset
Value (NAV) fluctuated in a relatively narrow band, despite far more dramatic
swings in interest rates.  From the beginning to the end of the period, the
Fund's NAV increased from $9.67 to $9.69, and the Fund's monthly distribution
also moved higher.

INVESTMENT STRATEGY

        Management has diversified the Fund's portfolio over a range of reset
dates keyed off of a variety of indexes.  Because of their adjustable coupon
rates, these securities may be more stable than comparable Treasury securities
during periods of interest rate volatility. These securities should also
provide price appreciation if interest rates continue to decline.

                                                               [PHOTO]
                                                        JOHN A. MCNEICE, JR.
                                                              PRESIDENT

        Many investors believe that interest rates have peaked, and recent
statements by Alan Greenspan, the Fed's chairman, have supported this
position.  Management will, of course, closely monitor the situation and make
changes as appropriate.                               

Sincerely,


/s/ John A. McNeice, Jr.
John A. McNeice, Jr.
President
April 13, 1995

<TABLE>
         AVERAGE ANNUAL TOTAL RETURNS AS OF 2/28/95
<CAPTION>
                        CLASS A         CLASS B       CLASS C
                     NAV      MOP    NAV    W/CDSC      NAV
<S>                  <C>    <C>      <C>     <C>       <C>
1 YEAR               2.71%  -0.63%   2.05%   -1.88%      -
    
SINCE INCEPTION      3.20%   1.80%   2.55%    1.17%    2.24%

<FN>

1  IF THE ADVISER HAD NOT BORNE CERTAIN FUND EXPENSES, TOTAL RETURNS FOR        
CLASS A, CLASS B, AND CLASS C SHARES WOULD HAVE BEEN LOWER; YIELDS FOR CLASS A,
CLASS B, AND CLASS C SHARES WOULD HAVE BEEN 4.39%, 3.89%, AND 4.54%,
RESPECTIVELY.  THE 30-DAY SEC YIELD ON 3/31/95 WAS 5.28% FOR CLASS A SHARES,
4.81% FOR CLASS B SHARES, AND 5.46% FOR CLASS C SHARES.  NET ASSET VALUE (NAV)
RETURN DOES NOT INCLUDE SALES CHARGES OR CONTINGENT DEFERRED SALES CHARGES
(CDSC).  MAXIMUM OFFERING PRICE (MOP) RETURN INCLUDES THE MAXIMUM SALES CHARGE
OF 3.25%.  THE CDSC RETURN REFLECTS THE APPLICABLE CHARGE (ONE YEAR, 4.00%;
SINCE INCEPTION, 3.00%).  PAST PERFORMANCE CANNOT PREDICT FUTURE RESULTS. 
RETURN AND VALUE OF AN INVESTMENT WILL VARY, RESULTING IN A GAIN OR LOSS ON     
SALE.  ALL RESULTS SHOWN ASSUME REINVESTMENT OF DISTRIBUTIONS.  PERFORMANCE FOR
DIFFERENT SHARE CLASSES WILL VARY BASED ON DIFFERENCES IN SALES CHARGES AND
FEES ASSOCIATED WITH EACH CLASS.

</TABLE>


<PAGE>


                                                               FEBRUARY 28, 1995
<TABLE>                                                   
<CAPTION>                                                 
U.S. GOVERNMENT & AGENCY                                  
OBLIGATIONS -86.7%                                PAR    VALUE
- ---------------------------------------------------------------
<S>                                             <C>      <C>   
Government agencies -  85.9%                                    
Federal Home Loan Mortgage Corp.,                               
    Adjustable Rate Mortgage: (a)                               
    5.571%    02/01/18 ...............           $219      $217 
    5.608%    11/01/18 ...............            400       397 
    5.736%    09/01/23 ...............            897       889 
    5.941%    04/01/23 ...............            317       321 
    6.115%    11/01/23 ...............            738       735 
    6.335%    08/01/19 ...............            219       222 
    6.469%    06/01/22 ...............            365       372 
    6.510%    07/01/19 ...............            350       349 
    6.865%    08/01/22 ...............            232       235 
    7.126%    08/01/22 ...............            293       295 
    7.145%    07/01/22 ...............            279       281 
    7.500%    07/01/22 ...............            279       286 
    7.660%    11/01/22 ...............            208       212 
                                                          ----- 
                                                          4,811 
                                                          ----- 
                                                                
Federal National Mortgage Association:                          
    Adjustable Rate Mortgage: (a)                               
    5.383%    11/01/23 ...............            371       360 
    5.617%    07/01/27 ...............            224       222 
    6.190%    07/01/17 ...............            292       288 
    6.565%    07/01/22 ...............            114       114 
    6.729%    07/01/18 ...............            298       306 
    6.773%    07/01/20 ...............            256       254 
    6.830%    11/01/19 ...............            260       264 
    6.860%    06/01/19 ...............            367       379 
    6.970%    08/01/19 ...............            283       288 
    6.975%    07/01/21 ...............            353       366 
    7.105%    12/01/17 ...............            205       204 
    7.270%    08/01/22 ...............            210       213 
    7.420%    09/01/22 ...............            255       256 
    7.625%    12/01/21 ...............            254       259 
                                                          ----- 
                                                          3,773 
                                                          ----- 
  Quarterly Floating Note, (a)                                  
    4.900%    01/08/96 ...............          1,000       982 
                                                          ----- 
                                                               
                                                               
Government National Mortgage Association,
    Adjustable Rate Mortgage: (a)
    5.875%    08/20/22 ...............             91        88 
    5.875%    09/20/22 ...............            734       714 
    6.000%    05/20/22 ...............            846       831 
    6.000%    05/20/24 ...............            920       909 
    6.000%    06/20/24 ...............            547       540 
    6.125%    10/20/22 ...............            929       905 
    6.500%    06/20/23 ...............            696       694 
                                                          ----- 
                                                          4,681 
                                                          ----- 
                                                     
Student Loan Marketing Association,                               
    Quarterly Floating Note, (a)                                  
    6.510%    05/15/95 ....................    $2,000    $2,003   
- ---------------------------------------------------------------
Total government agencies (cost $16,587)                 16,250   
- ---------------------------------------------------------------
GOVERNMENT OBLIGATIONS - 0.8% 
U.S. Treasury notes,                                              
 10.500%   08/15/95 (cost $169)............       150       153   
- ---------------------------------------------------------------
Total investments (cost $16,756)  (b)                    16,403   
- ---------------------------------------------------------------
SHORT-TERM OBLIGATIONS -12.7% 
- ---------------------------------------------------------------
Repurchase agreement with Bankers Trust                           
  Securities Corp., dated 02/28/95, due                   
  03/01/95 at 6.050% collateralized by 
  U.S. Treasury notes with various maturities 
  to 1997, market value $2,464 (repurchase 
  proceeds $2,411) .........................    2,411     2,411 
- ---------------------------------------------------------------
OTHER ASSETS & LIABILITIES, NET -0.6%                       115   
- ---------------------------------------------------------------
NET ASSETS -- 100.0%                                    $18,929 
- ---------------------------------------------------------------
<FN>
Notes to investment portfolio:                                    
(a) Interest rates on variable rate securities change periodically.  
    The rates listed are as of February 28, 1995. 
(b) Cost for federal income tax purposes is the same.
</TABLE>


See notes to financial statements.
                                       2


<PAGE>

<TABLE>
STATEMENT OF ASSETS & LIABILITIES (UNAUDITED)
February 28, 1995
(in thousands except for per share amounts and footnote)
- -----------------------------------------------------------------------
<S>                                              <C>            <C> 
Assets
Investments at value (cost $16,756).......................      $16,402
Short-term obligations....................................        2,411
                                                                -------
                                                                 18,813

Receivable for:
   Interest..................................        117
   Investments sold..........................         21
   Fund shares sold..........................          4
   Expense reimbursement due
     from adviser............................         18
Deferred organization expenses...............         42
Other........................................          3            205
                                                 -------        ------- 
         Total assets......................................      19,018

LIABILITIES
Payable for:
   Distributions.............................         75
   Fund shares repurchased...................          4
Accrued:
   Deferred Trustees fees....................          1
Other........................................          9
                                                 -------        
         Total liabilities.................................          89
                                                                ------- 
Net assets................................................      $18,929
                                                                =======

Net asset value & redemption price per share -
    Class A ($13,995/1,445)...............................      $  9.69
                                                                =======

Maximum offering price per share - Class A
   ($9.69/0.9675).........................................      $ 10.02*
                                                                =======

Net asset value & offering price per share -
    Class B ($4,539/468)..................................      $  9.69
                                                                =======

Net asset value & offering price per share -
    Class C ($395/41).....................................      $  9.69
                                                                =======

Composition of net assets
   Capital paid in........................................      $19,433
   Overdistributed net investment income..................          (16)
   Accumulated net realized loss..........................         (134)
   Net unrealized depreciation............................         (354)
                                                                ------- 
                                                                $18,929
                                                                =======
<FN>
* On sales of $100,000 or more the offering price is reduced.
</TABLE>

<TABLE>
STATEMENT OF OPERATIONS (UNAUDITED)
Six months ended February 28, 1995
(in thousands)
- -----------------------------------------------------------------------
<S>                                              <C>            <C> 
INVESTMENT INCOME
Interest.......................................                 $ 565

EXPENSES
Management fee.....................              $ 54
Distribution fee - Class B.........                15
Distribution fee - Class C.........               (a)
Service fee........................                20
Transfer agent.....................                19
Bookkeeping fee....................                14
Trustees fees......................                 5
Custodian fee......................                (a)
Audit fee..........................                 9
Legal fee..........................                 4
Registration fees..................                12
Reports to shareholders............                 1
Amortization of deferred                             
   organization expenses...........                 8
Other..............................                 4
                                                -----
                                                  165
Fees and expenses waived or                 
   borne by the adviser............              (100)             65
                                                -----           -----
        Net investment income.....................                500
                                                                -----

Net realized and unrealized gain (loss)
  on portfolio positions
Net realized loss..................               (47)
Net unrealized appreciation
   during the period...............                35
                                                -----
        Net loss..................................                (12)
                                                                -----
Net increase in net assets from
  operations......................................              $ 488
                                                                =====
<FN>

(a) Rounds to less than one.

</TABLE>

See notes to financial statements.

                                 3

<PAGE>
FINANCIAL STATEMENTS - continued 

<TABLE>
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)                    

<CAPTION>
                                                                                 (unaudited) 
                                                                                  Six months  
                                                                                    ended                 Year ended 
                                                                                 February 28               August 31  
                                                                                 -----------              ----------
INCREASE (DECREASE) IN NET ASSETS                                                  1995(a)                   1994
                                                                                 -----------              ----------
<S>                                                                              <C>                      <C>
Operations 
  Net investment income...................................................       $   500                  $   856
  Net realized loss.......................................................           (47)                    (236) 
  Net unrealized appreciation (depreciation)..............................            35                     (442) 
                                                                                 -------                  -------
         Net increase from operations.....................................           488                      178  
Distributions 
  From net investment income - Class A....................................          (367)                    (609) 
  From net investment income - Class B....................................          (101)                    (102) 
  From net investment income - Class C....................................            (2)
                                                                                 -------                  -------
                                                                                      18                     (533)
                                                                                 -------                  -------
Fund share transactions 
  Receipts for shares sold - Class A......................................         1,389                   15,991
  Value of distributions reinvested - Class A.............................           212                      356
  Cost of shares repurchased - Class A....................................        (3,776)                  (7,590) 
                                                                                  (2,175)                   8,757                  
  Receipts for shares sold - Class B......................................         1,826                    4,317
  Value of distributions reinvested - Class B.............................            50                       55 
  Cost of shares repurchased - Class B....................................        (1,525)                  (1,793)
                                                                                 -------                  -------
                                                                                     351                    2,579 
                                                                                 -------                  -------
  Receipts for shares sold - Class C......................................           390 
  Value of distributions reinvested - Class C.............................             1
                                                                                 -------                  -------
                                                                                     391 
                                                                                 -------                  -------
         Net increase (decrease) from Fund share transactions.............        (1,433)                  11,336
                                                                                  (1,415)                  10,803
Net assets
  Beginning of period.....................................................        20,344                    9,541
  End of period (including overdistributed net 
     net investment income of $16 and $46, respectively)..................       $18,929                  $20,344 
                                                                                 =======                  =======
Number of Fund shares
  Sold - Class A..........................................................           145                    1,620 
  Issued for distributions reinvested - Class A...........................            22                       36
  Repurchased - Class A...................................................          (394)                    (775)
                                                                                 -------                  -------
                                                                                    (227)                     881
                                                                                 -------                  -------
  Sold - Class B..........................................................           190                      441             
  Issued for distributions reinvested - Class B...........................             5                        6
  Repurchased - Class B...................................................          (159)                    (183)           
                                                                                 -------                  -------
                                                                                      36                      264
                                                                                 -------                  -------
  Sold - Class C..........................................................            41
  Issued for distributions reinvested - Class C...........................            (b)
                                                                                 -------                  -------
                                                                                      41
                                                                                 -------                  -------
         Net increase (decrease) in shares outstanding....................          (150)                   1,145
   Outstanding at
      Beginning of period................................................          2,104                      959
                                                                                 -------                  -------
      End of period......................................................          1,954                    2,104
                                                                                 =======                  =======
<FN>
 (a) Class C shares were initially offered on January 4, 1995. 
 (b) Rounds to less than one. 
</TABLE>

See notes to financial statements.  

                                                             4

<PAGE>

NOTE 1.  INTERIM FINANCIAL STATEMENTS             
        In the opinion of management of Colonial 
Adjustable Rate U.S. Government Fund (the Fund), 
a series of Colonial Trust II, the accompanying 
financial statements contain all normal and recurring
adjustments necessary for the fair presentation of the        
financial position of the Fund at February 28, 1995, 
and the results of its operations, the changes in its 
net assets and the financial highlights for the six 
months then ended. 

- -------------------------------------------------------
NOTE 2.  ACCOUNTING POLICIES 
     The Fund is a Massachusetts business trust,  
registered under the Investment Company Act       
of 1940, as amended, as a diversified, open-end,  
management investment company. The Fund may       
issue an unlimited number of shares. The Fund     
offers three classes of shares; Class A, Class B  
and Class C.  Class A shares are sold with a      
front-end sales charge and Class B shares are     
subject to an annual distribution fee and a       
contingent deferred sales charge.  Class B        
shares will convert to Class A shares when        
they have been outstanding for approximately      
eight years.  Class C shares are subject to a     
continuing annual distribution fee.  The          
following significant accounting policies are     
consistently followed by the Fund in the          
preparation of its financial statements and       
conform to generally accepted accounting          
principles.                                       

- -------------------------------------------------------
SECURITY VALUATION AND TRANSACTIONS
     Debt securities generally are valued by a    
pricing service based upon market transactions    
for normal, institutional-size trading units of   
similar securities.  When management deems        
it appropriate, an over-the-counter or exchange   
bid quotation is used.                            
     Short-term obligations with a maturity of 60 
days or less are valued at amortized cost.        
     Portfolio positions which cannot be valued   
as set forth above are valued at fair value under 
procedures approved by the Trustees.              
     Security transactions are accounted for          
on the date the securities are purchased              
or sold.                                              
     Cost is determined and gains and losses          
are based upon the specific identification            
method for both financial statement and               
federal income tax purposes.                          
     The Fund may trade securities on other           
than normal settlement terms. This may                
increase the risk if the other party to the           
transaction fails to deliver and causes the           
Fund to subsequently invest at less                   
advantageous prices.                                  

- -------------------------------------------------------
DETERMINATION OF CLASS NET ASSET VALUES AND           
  FINANCIAL HIGHLIGHTS 
     All income, expenses (other than the             
Class B and Class C distribution fees),               
realized and unrealized gains (losses) are            
allocated to each class proportionately on            
a daily basis for purposes of determining             
the net asset value of each class.                    
     Class B and Class C per share data and           
ratios are calculated by adjusting the expense        
and net investment income per share data              
and ratios for the Fund for the entire period         
by the distribution fee applicable to Class B         
and Class C shares only.                              

- -------------------------------------------------------
FEDERAL INCOME TAXES     
     Consistent with the Fund's policy to qualify     
as a regulated investment company and to              
distribute all of its taxable income, no federal      
income tax has been accrued.                          

- -------------------------------------------------------
INTEREST INCOME, DEBT DISCOUNT AND PREMIUM
     Interest income is recorded on the accrual       
basis. Original issue discount is accreted to         
interest income over the life of a security           
with a corresponding increase in the cost             
basis; premium and market discount are not            
amortized or accreted.                                

- -------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS   
     The Fund declares and records distributions      
daily and pays monthly.

                         5

<PAGE>

     The amount and character of income and                
gains to be distributed are determined in                  
accordance with income tax regulations which               
may differ from generally accepted accounting              
principles.                                                

- -------------------------------------------------------
DEFERRED ORGANIZATION EXPENSES
     The Fund incurred $80,957 of expenses in              
connection with its organization, initial                  
registration with the Securities and Exchange              
Commission and various states, and the initial             
public offering of its shares. These expenses              
were deferred and are being amortized on a                 
straight-line basis over five years.                       
Other                                                      
     The Fund's custodian takes possession                 
through the federal book-entry system of                   
securities collateralizing repurchase agree-               
ments. Collateral is marked-to-market daily to             
ensure that the market value of the underlying             
assets remains sufficient to protect the Fund.             
The Fund may experience costs and delays in                
liquidating the collateral if the issuer defaults          
or enters bankruptcy.                                      

- -------------------------------------------------------
NOTE 3.  FEES AND COMPENSATION PAID TO
   AFFILIATES 
MANAGEMENT FEE
     Colonial Management Associates, Inc.                  
(the Adviser) is the investment adviser of                 
the Fund and furnishes accounting and other                
services and office facilities for a monthly fee           
equal to 0.55% annually of the Fund's average              
net assets.                                                

- -------------------------------------------------------
BOOKKEEPING FEE
     The Adviser provides bookkeeping and                  
pricing services for $27,000 per year plus                 
0.035% of the Fund's average net assets                    
over $50 million.                                          

- -------------------------------------------------------
TRANSFER AGENT 
     Colonial Investors Service Center, Inc.               
(the Transfer Agent), an affiliate of the Adviser,         
provides shareholder services for a monthly fee            
equal to 0.18% annually of the Fund's average              
net assets and receives a reimbursement for                
certain out of pocket expenses.                            

- -------------------------------------------------------
UNDERWRITING DISCOUNTS, SERVICE AND 
   DISTRIBUTION FEES.
     The Adviser, through Colonial Investment          
Services, Inc. (the Distributor), is the Fund's        
principal underwriter. During the six months           
ended February 28, 1995, the Distributor               
retained net underwriting discounts of $736            
on sales of the Fund's Class A shares and              
received contingent deferred sales charges             
(CDSC) of $20,950 and none, on Class B and             
Class C share redemptions, respectively.               
     The Fund has adopted a 12b-1 plan                 
which requires it to pay the Distributor  a            
service fee equal to 0.20% annually of                 
Class A and Class B net assets and 0.25%               
annually of Class C net assets as of the               
20th of each month.  The plan also                     
requires the payment of a distribution                 
fee to the Distributor equal to 0.65% and              
0.15% annually, of the average net assets              
attributable to Class B and Class C shares,            
respectively.                                          
     The CDSC and the fees received from the           
12b-1 plan are used principally as repayment           
to the Distributor for amounts paid by the             
Distributor to dealers who sold such shares.           

- -------------------------------------------------------
EXPENSE LIMITS 
     The Adviser has agreed, until further notice,     
to waive fees and bear certain Fund expenses           
to the extent that total expenses (exclusive of        
service and distribution fees, brokerage               
commissions, interest, taxes and extraordi-            
nary expenses, if any) exceed 0.30% annually           
of the Fund's average net assets.                      

- -------------------------------------------------------
OTHER
     The Fund pays no compensation to its              
officers, all of whom are employees of                 
the Adviser.                                           
     The Fund's Trustees may participate in a          
deferred compensation plan which may be ter-           
minated at any time.  Obligations of the plan          
will be paid solely out of the Fund's assets.          
- -------------------------------------------------------

                          6

<PAGE>

NOTE 4.  PORTFOLIO INFORMATION
     During the six months ended February 28, 
1995, purchases and sales of investments, 
other than short-term obligations, were 
$2,457,582 and $4,874,214, respectively.
     Unrealized appreciation (depreciation) at
February 28, 1995, based on cost of
investments for both financial statement
and federal income tax purposes was:

  Gross unrealized appreciation            $      313
  Gross unrealized depreciation              (354,611)
                                           ----------
     Net unrealized depreciation           $ (354,298)
                                           ==========
NOTE 5.  RESULTS OF SPECIAL SHAREHOLDERS
   MEETING
     On February 15, 1995, a special meeting
of shareholders was held and a new Management
Agreement between the Trust and Colonial
Management Associates, Inc. was approved
that became effective upon the completion of
the merger of The Colonial Group, Inc. and 
Apple Merger Corporation, a subsidiary of 
Liberty Financial Companies, Inc. on 
March 24, 1995.  Out of the shares of
beneficial interest outstanding on 
December 9, 1994, 1,429,271 voted for the
new Management Agreement and 25,459
abstained.

                            7

<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
Selected data for a share of each class outstanding throughout each period are as follows:
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                (unaudited)
                                                              Six months ended                 Year ended
                                                                February 28                     August 31
                                                    ----------------------------------     -------------------
                                                                   1995                            1994  
                                                    ----------------------------------     -------------------
                                                    Class A      Class B    Class C (b)    Class A     Class B
                                                    -------      -------    ----------     -------     -------
 <S>                                                <C>           <C>          <C>          <C>         <C> 
 Net asset value - Beginning of period............  $ 9.670       $9.670       $9.550       $9.950      $9.950     
                                                    -------       ------       ------       ------      ------
 Income from investment operations:                                                                                
  Net investment income (a).......................    0.250        0.219        0.077        0.473       0.409     
  Net realized and unrealized gain (loss).........    0.006        0.006        0.137       (0.356)     (0.356)    
                                                    -------       ------       ------       ------      ------
       Total from investment operations...........    0.256        0.225        0.214        0.117       0.053     
                                                    -------       ------       ------       ------      ------
 Less distributions declared to shareholders:                                                                      
  From net investment income......................   (0.236)      (0.205)      (0.074)      (0.397)     (0.333)    
  In excess of net investment income..............    ---           ---          ---          ---         ---      
  From net realized gains.........................    ---           ---          ---          ---         ---      
                                                    -------       ------       ------       ------      ------
   Total distributions declared to shareholders...   (0.236)      (0.205)      (0.074)      (0.397)     (0.333)    
                                                    -------       ------       ------       ------      ------
 Net asset value - End of period..................  $ 9.690       $9.690       $9.690       $9.670      $9.670     
                                                    =======       ======       ======       ======      ======
 Total return (e) (f).............................     2.70%(g)     2.37%(g)     2.24%(g)     1.20%       0.55%    
                                                    =======       ======       ======       ======      ======
                                                                                                                   
 Ratios to average net assets                                                                                      
  Expenses .......................................     0.50%(h)     1.15%(h)     0.70%(h)     0.50%       1.15%    
  Net investment income ..........................     5.24%(h)     4.59%(h)     5.04%(h)     4.84%       4.19%    
  Fees and expenses waived or borne                                                                                
    by the adviser................................     1.02%(h)     1.02%(h)     1.02%(h)     1.16%       1.16%    
 Portfolio turnover...............................       32%(h)       32%(h)       32%(h)       69%         69%    
 Net assets at end of period (000)................  $13,995       $4,539       $  395     $ 16,168      $4,176     
<CAPTION>
                                                            Period ended
                                                              August 31
                                                       -----------------------
                                                              1993 (c)
                                                       -----------------------
                                                       Class A     Class B (d)
                                                       -------     -----------
 <S>                                                  <C>            <C>
 Net asset value - Beginning of period............    $ 10.000       $9.940        
                                                      --------       ------
 Income from investment operations:                                                
  Net investment income (a).......................       0.434        0.237        
  Net realized and unrealized gain (loss).........      (0.061)      (0.003)       
                                                      --------       ------
       Total from investment operations...........       0.373        0.234        
                                                      --------       ------
 Less distributions declared to shareholders:                                      
  From net investment income......................      (0.406)      (0.215)       
  In excess of net investment income..............      (0.015)      (0.008)       
  From net realized gains.........................      (0.002)      (0.001)       
                                                      --------       ------
   Total distributions declared to shareholders...      (0.423)      (0.224)       
                                                      --------       ------
 Net asset value - End of period..................      $9.950       $9.950        
                                                      ========       ======
 Total return (e) (f).............................        3.82%(g)     2.38%(g)    
                                                      ========       ======
 Ratios to average net assets                                                      
  Expenses .......................................        0.50%(h)     1.15%(h)    
  Net investment income ..........................        4.70%(h)     4.05%(h)    
  Fees and expenses waived or borne                                                
    by the adviser................................        1.68%(h)     1.68%(h)    
 Portfolio turnover...............................          25%(h)       25%(h)    
 Net assets at end of period (000)................      $7,866       $1,675        
<FN>
 (a) Net of fees and expenses waived or borne 
     by the adviser which amounted to.............      $0.155       $0.092
 (b) Class C shares were initially offered on January 4, 1995.  Per share amounts reflect activity from that date.
 (c) The Fund commenced investment operations on October 1, 1992. Per share amounts reflect activity from that date.
 (d) Class B shares were initially offered on February 1, 1993.  Per share amounts reflect activity from that date.
 (e) Total return at net asset value assuming all distributions reinvested and no initial sales charge or CDSC.
 (f) Had the adviser not waived or reimbursed a portion of expenses total return would have been reduced.
 (g) Not annualized.
 (h) Annualized.
</TABLE>
                                                           8

<PAGE>

TRUSTEES
- --------------------------------------------------------------------------------

TOM BLEASDALE
Trustee (formerly Chairman of the Board and Chief Executive
Officer, Shore Bank & Trust Company)

LORA S. COLLINS
Attorney, Kramer, Levin, Naftalis, Nessen, Kamin & Frankel

WILLIAM D. IRELAND, JR.
Trustee (formerly Chairman of the Board, Bank of New England - Worcester)

WILLIAM E. MAYER
Dean, College of Business and Management, University of Maryland (formerly
Dean, Simon Graduate School of Business, University of Rochester; Chairman
and Chief Executive Officer, C.S. First Boston Merchant Bank; and President
and Chief Executive Officer, The First Boston Corporation)

JOHN A. MCNEICE, JR.
Chairman of the Board, Chief Executive Officer and Director, The Colonial
Group, Inc. and Colonial Management Associates, Inc.

JAMES L. MOODY, JR.
Chairman of the Board, Hannaford Bros. Co. (formerly Chief
Executive Officer, Hannaford Bros. Co.)

JOHN J. NEUHAUSER
Dean, Boston College School of Management

GEORGE L. SHINN
Financial Consultant (formerly Chairman, Chief Executive Officer and
Consultant, The First Boston Corporation)

ROBERT L. SULLIVAN
Management Consultant

SINCLAIR WEEKS, JR.
Chairman of the Board, Reed &Barton Corporation


                                      9

<PAGE>


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

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

[PICTURE OF THE   ABOUT OUR COVER...
 AMERICAN FLAG]   
                  The symbol on the cover of this 
                  Report represents the Fund's primary 
                  investment focus on U.S. government 
                  securities.
- -------------------------------------------------------
Colonial Adjustable Rate U.S. Government Fund mails one 
shareholder report to each shareholder address.  If you 
would like more than one report, please call our 
Literature Department at 1-800-248-2828 and additional 
reports will be sent to you.


SHAREHOLDER SERVICES AND TRANSFER AGENT
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA  02105-1722
1-800-345-6611



This material may be used with potential investors if it
is preceded or accompanied by a current Fund prospectus 
containing more complete information including fees, risks, 
and expenses.

                            10


<PAGE>







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                                       11


<PAGE>

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                                                          MUTUAL FUNDS
                                                   



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                                                   COLONIAL
                                                   ADJUSTABLE RATE
                                                   U.S. GOVERNMENT FUND
                                                   -----------------------------
                                                   SEMIANNUAL REPORT
                                                   FEBRUARY 28, 1995

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