COLONIAL TRUST II /
N-30D, 1996-05-07
Previous: AMERICAN CLASSIC VOYAGES CO, 8-K, 1996-05-07
Next: CORCOM INC, 10-Q, 1996-05-07




<PAGE>

                                [COLONIAL LOGO]

                                    COLONIAL

                              U.S. GOVERNMENT FUND

                                   [GRAPHIC]

                                SEMIANNUAL REPORT
                                FEBRUARY 29, 1996

<PAGE>
                    COLONIAL U.S. GOVERNMENT FUND HIGHLIGHTS

                      SEPTEMBER 1, 1995 - FEBRUARY 29, 1996

INVESTMENT OBJECTIVE: Colonial U.S. Government Fund seeks as high a level of
current income and total return as is consistent with prudent risk, by investing
exclusively in U.S. government securities.

THE FUND IS DESIGNED TO OFFER:

  - Attractive monthly income and total return

  - High quality portfolio

  - Diversification

PORTFOLIO MANAGER COMMENTARY: "Economic and market conditions were generally
favorable for government securities during the period. Interest rates continued
to trend downward, inflation stayed low, and foreign investors remained active
in the market."

                    COLONIAL U.S. GOVERNMENT FUND PERFORMANCE
<TABLE>
<CAPTION>
                                                  CLASS A            CLASS B
<S>                                              <C>                <C>   
Inception dates                                   10/13/87           6/8/92

Distributions declared per share                  $0.205             $0.180

SEC yields on 2/29/96*                              5.49%              4.99%

Total returns, assuming 
reinvestment of all distributions 
and no sales charge or contingent 
deferred sales charge (CDSC)

- - 6 months                                          3.90%              3.51%

- - 12 months                                        10.13%              9.32%

Net asset value per share at 2/29/96               $6.60              $6.60
</TABLE>


* The 30-day SEC yields reflect the portfolio's earning power, net of expenses,
expressed as an annualized percentage of the maximum offering price per share at
the end of the period.

<TABLE>
<CAPTION>
SECTOR BREAKDOWN **                  

<S>                       <C>        
FNMAs ................... 38.43%     
GNMAs ................... 31.00%     
Treasury Securities ..... 24.06%     
Agency Securities .......  3.30%     
FHLMCs ..................  3.21%
</TABLE>

<TABLE>
<CAPTION>
AVERAGE LIFE BREAKDOWN **         
                                  
<S>                     <C>      
0 - 1 year ............  0.34%    
1 - 5 years ........... 48.36%    
5 - 10 years .......... 47.81%    
Over 10 years .........  3.49%    
                                  
</TABLE>

** Sector and average life breakdowns are based on total senior securities.
Because the Fund is actively managed, sector and average life breakdowns will
change.

                                        2

<PAGE>
                               PRESIDENT'S MESSAGE

                              TO FUND SHAREHOLDERS

I am pleased to present your Fund's semiannual report for the period ended
February 29, 1996. First, however, I would like to extend my thanks to President
John A. McNeice, Jr., who has retired after a career with Colonial that spanned
40 years. We look forward to his continued involvement on the executive
committee of the board of directors at our parent company, Liberty Financial
Companies, Inc.

[PHOTO OF PRESIDENT HAROLD W. COGGER]

In my new position, I will direct Colonial's focus on the delivery of superior
investment performance over the long term. To achieve this mission, we will
continue to seek the optimal combination of talented people and effective
investment disciplines.

The receipt of your semiannual report is a good time to reflect on market
conditions and the performance of your Fund during the past 6 to 12 months.
Falling interest rates and minimal inflation helped the economy grow at a
comfortable pace throughout 1995 and created a positive environment for fixed
income investments. After a difficult 1994, investors who stayed the course
during 1995 were amply rewarded.

While there may be some current market volatility, we expect slow growth and low
inflation to continue and believe that further reductions in interest rates may
take place later in the year. In the following pages you'll find detailed
information on your Fund's performance as well as an in-depth discussion with
the portfolio manager.

With over 12 years of service at Colonial and more than 25 years in the
industry, I am enthusiastic about -- and dedicated to achieving -- Colonial's
mission of providing you with competitive investment returns. In my new role, I
look forward to communicating with you regarding your Colonial investment. We
appreciate the opportunity to help you meet your investment goals.

Respectfully,

/s/ Harold W. Cogger

Harold W. Cogger
President
April 15, 1996

Because market conditions change frequently, there can be no assurance that the
trends described here will continue, come to pass, or affect Fund performance.

                                        3

<PAGE>
                            PORTFOLIO MANAGER REPORT

LESLIE FINNEMORE is a Vice President of Colonial Management Associates, Inc.,
and Lead Portfolio Manager of the Colonial U.S. Government Fund. MICHAEL
BISSONNETTE is a Vice President of Colonial Management Associates, Inc., and
Co-Portfolio Manager of the Fund.

Q:  HOW DID THE GOVERNMENT MARKET PERFORM DURING THE SIX-MONTH PERIOD?

A: Bond performance was generally strong. Slower economic growth, low inflation
and, most importantly, declining interest rates, contributed to price increases
in the fixed income markets. The government market began to weaken in February
on speculation that the economy was growing faster than originally anticipated
and, therefore, the Federal Reserve Board would not lower rates in its March
meeting.

Q:  WHAT EFFECT DID MARKET CONDITIONS HAVE ON THE FUND?

A: It was a good period for the Fund because mortgage-backed securities
performed well. They comprised approximately 75% of Fund holdings. Given the
Fund's intermediate nature, it generally outperformed shorter-term securities.
The Fund's NAV increased from $6.56 on 9/1/95 to $6.60 on 2/29/96.

Q: WHAT WAS YOUR INVESTMENT STRATEGY DURING THE PERIOD?

A: We continued to manage the Fund for total return in a declining interest rate
environment and stayed fully invested throughout the bond market rally. We
reduced our exposure to the possibility of refinancings by favoring low-coupon,
or discounted, mortgages. We also favored "seasoned" mortgages. These older
securities have already experienced a declining interest rate environment and
now have less refinancing risk. As a result, they are a stabilizing force in the
portfolio.

While rates declined, we managed the Fund on the higher range of its duration.
As sentiment changes, we will shorten the average duration of Fund holdings to
become slightly more defensive. Duration is a measure that helps determine a
portfolio's exposure to changes in interest rates. The higher the duration, the
greater the potential gains and losses when interest rates change.

Q: HOW DID THE FUND PERFORM COMPARED TO THE LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT INDEX?

A: The Fund's performance was approximately the same as that of the Lehman
Brothers Intermediate Government Index for both the six- and twelve-month
periods. The Fund's Class A shares returned 3.90% for the six-month period and
10.13% for twelve months while the Index returned 3.80% and 10.21%,
respectively. Although the Fund's duration was similar to that of the Index, we
had a greater exposure to mortgage-backed securities, which accounts for the
primary difference in performance.

                                        4

<PAGE>
Q: WHAT IS YOUR MARKET OUTLOOK?

A: Market conditions at the end of the period demonstrated that there is more
uncertainty in the fixed-income markets, particularly in an election year. While
there may be some price fluctuations in the short term, we expect the economic
fundamentals -- low inflation and moderate growth -- to prevail over the long
term. Going forward, we will continue to manage the Fund to provide returns
consistent with its investment objective. We encourage shareholders to maintain
a long-term perspective on their investments.


           COLONIAL U.S. GOVERNMENT FUND'S INVESTMENT PERFORMANCE VS.

                THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT INDEX

                  Change in Value of $10,000 from 10/87 - 2/96

Based on Net Asset Value (NAV) and Maximum Offering Price (MOP) for Class A
Shares


<TABLE>
<CAPTION>

Label    CUSGF            NAV             GOV             MOP
- -----    -----            ---             ---             ---
<S>                     <C>             <C>             <C>
  1      10/87           10000           10000            9525
  2                      10198           10060            9714
  3                      10300           10158            9810
  4      1/88            10586           10409           10083
  5                      10718           10520           10209
  6                      10665           10476           10158
  7      4/88            10681           10458           10174
  8                      10653           10408           10147
  9                      10860           10577           10344
 10      7/88            10827           10546           10312
 11                      10837           10559           10322
 12                      10984           10742           10462
 13      10/88           11147           10890           10618
 14                      11082           10797           10556
 15                      11033           10807           10508
 16      1/89            11138           10915           10608
 17                      11102           10868           10575
 18                      11113           10920           10586
 19      4/89            11332           11140           10794
 20                      11536           11355           10988
 21                      11763           11645           11204
 22      7/89            11893           11881           11328
 23                      11827           11721           11265
 24                      11860           11777           11297
 25      10/89           12028           12024           11456
 26                      12129           12143           11553
 27                      12197           12178           11617
 28      1/90            12146           12103           11569
 29                      12215           12148           11635
 30                      12250           12162           11668
 31      4/90            12267           12122           11685
 32                      12498           12382           11904
 33                      12623           12545           12024
 34      7/90            12822           12721           12213
 35                      12768           12675           12161
 36                      12841           12788           12231
 37      10/90           12989           12965           12372
 38                      13213           13161           12585
 39                      13378           13343           12742
 40      1/91            13506           13480           12864
 41                      13578           13563           12933
 42                      13670           13637           13021
 43      4/91            13782           13778           13127
 44                      13876           13855           13217
 45                      13931           13866           13269
 46      7/91            14085           14016           13416
 47                      14241           14282           13565
 48                      14419           14525           13734
 49      10/91           14516           14691           13827
 50                      14635           14864           13939
 51                      14862           15224           14157
 52      1/92            14799           15078           14096
 53                      14861           15125           14155
 54                      14839           15064           14134
 55      4/92            14923           15200           14214
 56                      15095           15427           14378
 57                      15218           15649           14495
 58      7/92            15277           15949           14552
 59                      15447           16112           14713
 60                      15551           16334           14812
 61      10/92           15500           16138           14764
 62                      15494           16069           14758
 63                      15612           16279           14870
 64      1/93            15753           16582           15005
 65                      15873           16826           15119
 66                      15924           16888           15167
 67      4/93            16021           17020           15260
 68                      16050           16974           15288
 69                      16235           17219           15464
 70      7/93            16280           17254           15507
 71                      16396           17511           15618
 72                      16442           17582           15661
 73      10/93           16464           17824           15682
 74                      16389           17537           15611
 75                      16496           17609           15712
 76      1/94            16652           17783           15861
 77                      16491           17539           15708
 78                      16182           17283           15413
 79      4/94            16068           17171           15305
 80                      16078           17184           15314
 81                      16063           17187           15300
 82      7/94            16274           17413           15501
 83                      16310           17464           15535
 84                      16219           17319           15448
 85      10/94           16229           17323           15458
 86                      16163           17246           15395
 87                      16202           17302           15433
 88      1/95            16476           17683           15694
 89                      16752           17922           15956
 90                      16845           18022           16045
 91      4/95            17044           18231           16235
 92                      17510           18744           16678
 93                      17600           18863           16764
 94      7/95            17611           18873           16775
 95                      17757           19028           16913
 96                      17930           19156           17079
 97                      18132           19366           17271
 98                      18390           19602           17516
 99                      18622           19795           17737
100                      18772           19962           17800
101      2/96            18449           19752           17573
</TABLE>

              

A $10,000 investment in Class B shares made on 6/92 (inception) at NAV would
have been valued at $11,890 on February 29, 1996. The same investment after
deducting the applicable CDSC would have grown to $11,605 on February 29, 1996.

   AVERAGE ANNUAL TOTAL RETURNS AS OF MARCH 31, 1996 (MOST RECENT QUARTER END)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                           CLASS A SHARES               CLASS B SHARES
                          Inception 10/13/87           Inception 6/8/92
                          NAV            MOP           NAV         w/CDSC
- --------------------------------------------------------------------------------
<S>                      <C>            <C>          <C>            <C>  
1 YEAR                   8.76%          3.59%        7.95%          2.95%
- --------------------------------------------------------------------------------
5 YEARS                  6.03%          5.00%         --             --
- --------------------------------------------------------------------------------
SINCE INCEPTION          7.58%          6.97%        4.43%          3.77%
- --------------------------------------------------------------------------------
</TABLE>

The Lehman Brothers Intermediate Government Index is an unmanaged index that
tracks the performance of U.S. government securities. The performance of the
Index does not reflect fees or expenses associated with an actual investment.

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. NAV returns do not include sales charges
or CDSC. MOP returns include the maximum sales charge of 4.75%. The CDSC returns
reflect the maximum charge of 5.00% for one year and 3.00% since inception.

Performance for different share classes will vary based on differences in sales
charges and fees associated with each class.

                                        5

<PAGE>
                              INVESTMENT PORTFOLIO

FEBRUARY 29, 1996 (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
U.S. GOVERNMENT & AGENCY
OBLIGATIONS - 110.9%                                        PAR       VALUE
- -------------------------------------------------------------------------------
<S>               <C>                                    <C>       <C>    
GOVERNMENT AGENCIES - 84.2%

                  MATURITIES
     COUPON         FROM/TO
    ---------     ----------
Federal National Mortgage Association,
     6.240%           2000                               $ 25,000   $ 25,297
                                                                    --------
Federal Home Loan Mortgage Corp.:
     7.500%           2016                                  1,357      1,399
     8.000%        2003-2016                               19,965     20,601
     8.500%        2007-2017                                5,077      5,307
     8.750%        2005-2013                                2,070      2,158
     9.000%        2001-2022                                8,415      8,865
     9.250%        2008-2019                                6,969      7,309
     9.500%        2005-2016                                2,662      2,877
     9.750%           2016                                    131        139
    10.000%           2019                                  3,351      3,698
    10.250%        2009-2016                                  659        724
    10.500%        2009-2021                                3,736      4,121
    11.250%        2005-2016                                3,605      4,011
    12.000%           2014                                      1          1
                                                                    --------
                                                                      61,210
                                                                    --------

Federal National Mortgage Association:
      6.000%       2023-2025           (a)                 45,712     42,954
      6.500%       2007-2050           (a)                492,358    483,246
      7.000%       2007-2025           (a)                108,618    108,598
      7.500%       2006-2009                                3,821      3,916
      8.000%       2008-2009                                3,696      3,835
      8.250%         2008                                   1,206      1,237
      8.500%       2003-2021                               10,688     11,242
      9.000%       2002-2022                               31,841     33,657
      9.500%       2009-2021                                3,098      3,328
     10.000%       2001-2006                               14,814     15,679
     10.500%       2010-2016                                6,357      6,963
     11.000%       2015-2020                               16,790     18,961
                                                                    --------
                                                                     733,616
                                                                    --------

Government National Mortgage Association:
      6.500%       2023-2024                                8,085      7,794
      7.000%       2023-2024           (a)                 71,195     70,371
      7.500%       2007-2024                               68,931     69,956
      8.000%       2004-2025                               13,693     14,002
      8.500%       2017-2026                                9,052      9,373
      8.750%       2021-2022                                5,179      5,446
      8.850%       2018-2020                                6,879      7,173
</TABLE>

                                       6

<PAGE>
<TABLE>
<CAPTION>
                     Investment Portfolio/February 29, 1996
- -------------------------------------------------------------------------------
                  MATURITIES
     COUPON         FROM/TO
    ---------     ----------
<S>               <C>                         <C>       <C>        <C>  
          9.000%    2008-2025                           $ 38,631   $ 40,648
          9.250%    2016-2022                             16,801     17,709
          9.500%    2004-2025                            181,630    198,101
         10.000%    1998-2024                              6,905      7,349
         10.250%       2018                                  316        349
         10.500%    1998-2020                             16,667     18,433
         10.625%       2010                                  101        112
         10.750%       2024                                2,433      2,503
         11.000%    2009-2021                             19,148     21,590
         11.250%       2015                                  165        185
         11.500%    2010-2021                             27,822     31,750
         11.750%    2013-2015                                420        483
         12.000%    2011-2019                             27,292     31,602
         12.250%    2013-2015                              1,189      1,373
         12.500%    2010-2015                             18,621     21,853
         12.750%    2013-2014                                154        180
         13.000%    2011-2016                              6,189      7,317
         13.500%    2010-2015                              4,384      5,250
         14.000%    2011-2014                                181        220
         14.500%       2012                                   77         94
         15.000%    2011-2012                                138        169
                                                                  ---------
                                                                    591,385
                                                                  ---------

U.S. Small Business Administration:
          7.600%     01/01/12                              4,325      4,506
          8.200%     10/01/11                              4,314      4,629
          8.250%     11/01/11                              8,264      8,868
          8.650%     11/01/14                              5,814      6,335
          8.850%     08/01/11                              1,629      1,783
          9.150%     07/01/11                              3,876      4,286
          9.450%     08/01/10                              1,438      1,599
          9.500%     04/01/10                              2,969      3,309
          9.650%     05/01/10                              2,037      2,289
                                                                  ---------
                                                                     37,604
                                                                  ---------

TOTAL GOVERNMENT AGENCIES (cost of $1,407,985)                    1,449,112
                                                                  ---------

GOVERNMENT OBLIGATIONS - 26.7%
U.S. Treasury bonds:
          6.000%     02/15/26                 (b)          9,445      8,849
          6.875%     08/15/25                 (b)         25,500     26,572
          7.125%     02/15/23                 (b)          6,142      6,513
                                                                  ---------
                                                                     41,934
                                                                  ---------

U.S. Treasury notes:
          6.125%     07/31/00                 (b)        143,837    145,882
          6.500%     05/15/05                 (b)         82,474     84,407
          6.500%     08/15/05                 (b)          5,858      5,993
</TABLE>

                                       7

<PAGE>
<TABLE>
<CAPTION>
                     Investment Portfolio/February 29, 1996
- --------------------------------------------------------------------------------
U.S. GOVERNMENT & AGENCY
OBLIGATIONS - CONT.                                       PAR        VALUE
- --------------------------------------------------------------------------------
<S>                  <C>               <C>               <C>      <C>    
          7.500%     02/15/05          (b)              $37,590  $   41,026
          5.750%     10/31/00          (b)               52,765      52,732
         10.375%     11/15/12          (b)               16,995      22,476
                                                                 ----------
                                                                    352,516
                                                                 ----------

U.S. Treasury STRIP,
                     08/15/05                           116,850      64,778
                                                                 ----------

TOTAL GOVERNMENT OBLIGATIONS (cost of $485,805)                     459,228
                                                                 ----------

TOTAL INVESTMENTS (cost of $1,893,790)                            1,908,340
                                                                 ----------

SHORT-TERM OBLIGATIONS (b) - 8.4%
- --------------------------------------------------------------------------------
Repurchase agreement with Bankers Trust Securities
Corp. dated 2/29/96, due 3/01/96 at 5.400%, collateralized
by U.S. Treasury notes maturing in 1999, market
value $147,595 (repurchase proceeds $144,468)           144,446     144,446
                                                                 ----------

OTHER ASSETS & LIABILITIES, NET - (19.3%)                          (332,561)
- --------------------------------------------------------------------------------

NET ASSETS - 100.0%                                              $1,720,225
                                                                 ==========
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------
(a) These securities, or a portion thereof, have been purchased on a delayed
    delivery basis whereby the terms that are fixed are the purchase price,
    interest rate and the settlement date. The exact quantity purchased may be
    slightly more or less than the amount shown.

(b) These securities, or a portion thereof, with a total market value of
    $380,606 and are being used to collateralize the delayed delivery purchases
    indicated in note (a) above.

(c) Cost for federal income tax purposes is $1,894,167.

    Acronym                                    Name
- ---------------        --------------------------------------------------------
     STRIP              Separately Traded Receipt for Interest and Principal

See notes to financial statements

                                       8

<PAGE>
                  STATEMENT OF ASSETS & LIABILITIES (UNAUDITED)
                                FEBRUARY 29, 1996

<TABLE>
<CAPTION>
   (in thousands except for per share amounts and footnotes)
<S>                                               <C>              <C>
ASSETS
Investments at value (cost $1,893,790)                             $ 1,908,340
Short-term obligations                                                 144,446
                                                                   -----------
                                                                     2,052,786
Receivable for:
  Investments sold                                $    32,807
  Interest                                             12,980
  Fund shares sold                                        670
Other                                                     513           46,970
                                                  -----------      -----------
    Total Assets                                                     2,099,756

LIABILITIES
Payable for:
  Investments purchased                               366,155
  Distributions                                         8,540
  Fund shares repurchased                               4,706
Accrued:
  Deferred Trustees fees                                   11
Other                                                     119
                                                   ----------
    Total Liabilities                                                  379,531
                                                                    ----------

NET ASSETS                                                         $ 1,720,225
                                                                   ===========

Net asset value & redemption price per share -
Class A ($1,065,551/161,484)                                       $      6.60
                                                                   ===========

Maximum offering price per share - Class A
($6.60/0.9525)                                                     $      6.93  (a)
                                                                   ===========

Net asset value & offering price per share -
Class B ($654,674/99,218)                                          $      6.60  (b)
                                                                   ===========


COMPOSITION OF NET ASSETS
Capital paid in                                                    $ 1,804,423
Overdistributed net investment income                                   (2,437)
Accumulated net realized loss                                          (96,311)
Net unrealized appreciation                                             14,550
                                                                   -----------
                                                                   $ 1,720,225
                                                                   ===========
</TABLE>

(a) On sales of $50,000 or more the offering price is reduced.

(b) Redemption price per share is equal to net asset value less any
    applicable contingent deferred sales charge.

See notes to financial statements.

                                       9

<PAGE>
                       STATEMENT OF OPERATIONS (UNAUDITED)
                   FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996

<TABLE>
<CAPTION>
(in thousands)
<S>                                                            <C>        <C>
INVESTMENT INCOME
Interest                                                                  $ 65,933
Dollar roll fee income                                                       1,940
                                                                          --------
                                                                            67,873

EXPENSES
Management fee                                                 $  5,148
Service fee                                                       2,260
Distribution fee - Class B                                        2,573
Transfer agent                                                    1,907
Bookkeeping fee                                                     282
Trustees fee                                                         61
Custodian fee                                                       150
Audit fee                                                            47
Legal fee                                                            15
Registration fee                                                     40
Reports to shareholders                                              16
Other                                                               160     12,659
                                                               --------   --------
       Net Investment Income                                                55,214
                                                                          --------



NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized gain                                                16,237
Net unrealized depreciation during
  the period                                                     (4,416)
                                                               --------
         Net Gain                                                           11,821
                                                                          --------

Net Increase in Net Assets From Operations                                $ 67,035
                                                                          --------
</TABLE>


See notes to financial statements.

                                       10

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                         (unaudited)
                                                         Six months
                                                            ended        Year ended
(in thousands)                                           February 29     August 31
                                                         -----------    -----------
INCREASE (DECREASE) IN NET ASSETS                            1996           1995
Operations:
<S>                                                      <C>            <C>        
Net investment income                                    $    55,214    $   119,465
Net realized gain (loss)                                      16,237        (55,099)
Net unrealized appreciation (depreciation)                    (4,416)        74,212
                                                         -----------    -----------
    Net Increase from Operations                              67,035        138,578
Distributions:
From net investment income - Class A                         (34,722)       (59,237)
From net investment income - Class B                         (18,528)       (43,146)
                                                         -----------    -----------
                                                              13,785         36,195
                                                         -----------    -----------
Fund Share Transactions:
Receipts for shares sold - Class A                            41,109         23,802
Receipts for shares issued in the merger with
   Liberty Financial U.S. Government Securities Fund            --          657,855
Value of distributions reinvested - Class A                   20,870         32,004
Cost of shares repurchased - Class A                        (169,092)      (331,156)
                                                         -----------    -----------
                                                            (107,113)       382,505
                                                         -----------    -----------
Receipts for shares sold - Class B                            14,989         24,592
Value of distributions reinvested - Class B                   10,384         23,538
Cost of shares repurchased - Class B                         (77,066)      (195,780)
                                                         -----------    -----------
                                                             (51,693)      (147,650)
                                                         -----------    -----------
  Net Increase (Decrease) from Fund Share Transactions      (158,806)       234,855
                                                         -----------    -----------
        Total Increase (Decrease)                           (145,021)       271,050

NET ASSETS
Beginning of period                                        1,865,246      1,594,196
                                                         -----------    -----------
End of period (net of overdistributed
  net investment income of $2,437 and
  $658, respectively)                                    $ 1,720,225    $ 1,865,246
                                                         ===========    ===========

NUMBER OF FUND SHARES
Sold - Class A                                                 6,153          3,736
Issued in the merger with Liberty Financial
  U.S. Government Securities Fund                               --          102,622
Issued for distributions reinvested - Class A                  3,137          4,983
Repurchased - Class A                                        (25,379)       (51,715)
                                                         -----------    -----------
                                                             (16,089)        59,626
                                                         -----------    -----------
Sold - Class B                                                 2,247          3,844
Issued for distributions reinvested - Class B                  1,561          3,685
Repurchased - Class B                                        (11,575)       (30,739)
                                                         -----------    -----------
                                                              (7,767)       (23,210)
                                                         -----------    -----------
</TABLE>

See notes to financial statements.

                                       11

<PAGE>
                       STATEMENT OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
(in thousands)                                       Six months ended February 29
                                                      ----------------------------
<S>                                                    <C>            <C>
NET CHANGE IN CASH
Cash flows from operating activities:
Interest received                                      $    63,187
Dollar roll fee income received                              2,382
Operating expenses paid                                    (12,993)
                                                        ----------  
    Net cash provided by operating activities                         $  52,576

Cash flows from investing activities:
Purchases of securities and short-term obligations      (3,133,542)
Proceeds from sales of securities and short-term         3,292,544
  obligations                                            ---------
    Net cash provided by investing activities                           159,002
                                                                      ---------
NET CASH PROVIDED BY OPERATING AND
  INVESTING ACTIVITIES                                                  211,578

Cash flows from financing activities:
Proceeds from shares sold                                   55,855
Cost of shares repurchased                                (244,609)
Cash dividends paid                                        (22,823)
                                                       -----------
    Net cash used by financing activities                              (211,577)
                                                                      ---------

Net change in cash                                                            1
Cash - beginning of period                                                    0
                                                                      ---------
Cash - end of period                                                  $       1
                                                                      =========

RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES:

Net increase in net
  assets resulting from operations                                    $  67,035
Decrease in investments                                $   379,612
Increase in interest and fees receivable                    (1,807)
Decrease in receivable
  from investments securities sold                          17,016
Decrease in payable for
  investment securities purchased                         (249,948)
Decrease in other assets                                       (11)
Decrease in accrued expenses and liabilities                  (319)
                                                       -----------
    Total                                                               144,543
                                                                      ---------

Net cash provided by operating
  and investing activities                                            $ 211,578
                                                                      =========
</TABLE>

See notes to financial statements 

                                       12

<PAGE>
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 29, 1996

   NOTE 1. INTERIM FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
   In the opinion of management of Colonial 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 29, 1996, and the results of
   its operations, the changes in its net assets, and the selected per share
   data and ratios for the six months then ended.

   NOTE 2. ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
   ORGANIZATION: The Fund is a diversified portfolio of a Massachusetts business
   trust registered under the Investment Company Act of 1940, as amended, as an
   open-end management investment company. The Fund's objective is to seek as
   high a level of current income as is consistent with prudent risk. The Fund
   may issue an unlimited number of shares. The Fund offers Class A shares sold
   with a front-end sales charge and Class B shares which 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
   approximately eight years.

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenue and expenses during the reporting period.
   Actual results could differ from those estimates. The following is a summary
   of significant accounting policies consistently followed by the Fund in the
   preparation of its financial statements.

   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, sold or mature.

   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 enter into dollar roll transactions. A dollar roll transaction
   involves a sale by the Fund of securities that it holds with an agreement by
   the Fund to repurchase substantially similar securities at an agreed upon
   price and date. During the period between the sale and repurchase, the Fund
   will not be entitled to accrue interest and receive principal payments on the
   securities sold. Dollar roll transactions involve the risk that the market
   value of the securities sold by the

                                       13

<PAGE>
                 Notes to Financial Statements/February 29, 1996
- -------------------------------------------------------------------------------
   NOTE 2.  ACCOUNTING POLICIES - CONT.
- -------------------------------------------------------------------------------

   Fund may decline below the repurchase price of those securities. In the event
   the buyer of securities under a dollar roll transaction files for bankruptcy
   or becomes insolvent, the Fund's use of proceeds of the transaction may be
   restricted pending a determination by or with respect to the other party.

   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.

   The Fund maintains U.S. government securities or other liquid high grade debt
   obligations as collateral with respect to dollar roll transactions and
   securities traded on other than normal settlement terms.

   DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
   expenses (other than the Class B distribution fee), 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 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 annualized distribution fee applicable to Class B 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.

   STATEMENT OF CASH FLOWS: Information on financial transactions which have
   been settled through the receipt or disbursement of cash is presented in the
   Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows
   is the amount included in other assets in the Fund's Statement of Assets and
   Liabilities and represents cash on hand at its custodian bank account and
   does not include any short-term investments as of February 29, 1996.

   INTEREST INCOME, FEE INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is
   recorded on the accrual basis. Fee income attributable to mortgage dollar
   roll transactions is recorded on the accrual basis over the term of the
   transaction. 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.

   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. These differences are primarily due to
   differing treatments for mortgage backed securities for book and tax purposes
   and expired capital loss carryovers. Permanent book and tax basis differences
   will result in reclassifications to capital accounts.

                                       14

<PAGE>
                 Notes to Financial Statements/February 29, 1996
- --------------------------------------------------------------------------------

   OTHER: The Fund's custodian takes possession through the federal book-entry
   system of securities collateralizing repurchase agreements. 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 based on the Fund's average net 
   assets as follows:
<TABLE>
<CAPTION>
       Average Net Assets                                       Annual Fee Rate
       ------------------                                       ---------------

<S>                                                             <C>  
       First $1 billion............................                 0.60%
       Next $500 million...........................                 0.55%
       Over $1.5 billion...........................                 0.50%
</TABLE>

   BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
   $27,000 per year plus a percentage of the Fund's average net assets as
   follows:

<TABLE>
<CAPTION>
       Average Net Assets                                       Annual Fee Rate
       -------------------------------                          ---------------

<S>                                                             <C> 
       First $50 million...........................               No charge
       Next $950 million...........................                 0.035%
       Next $1 billion.............................                 0.025%
       Next $1 billion.............................                 0.015%
</TABLE>

   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: Colonial Investment
   Services, Inc. (the Distributor), an affiliate of the Adviser, is the Fund's
   principal underwriter. For the six months ended February 29, 1996, the Fund
   has been advised that the Distributor retained net underwriting discounts of
   $27,795 on sales of theFund's Class A shares and received contingent deferred
   sales charges (CDSC) of $1,248,195 on Class B share redemptions.

   The Fund has adopted a 12b-1 plan which requires the payment of a service fee
   to the Distributor equal to 0.25% annually of the Fund's net assets as of the
   20th of each month. The plan also requires the payment of a distribution fee
   to the Distributor equal to 0.75% annually of the average net assets
   attributable to Class B shares only.

   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.

                                       15

<PAGE>
                      Notes to Financial Statements/February 29, 1996
- --------------------------------------------------------------------------------
   NOTE 3.  FEES AND COMPENSATION PAID TO AFFILIATES - CONT.
- --------------------------------------------------------------------------------

   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 terminated at any time. Obligations of the plan will be paid solely out of
   the Fund's assets.

   NOTE 4. PORTFOLIO INFORMATION
- --------------------------------------------------------------------------------
   INVESTMENT ACTIVITY: For the six months ended February 29, 1996, purchases
   and sales of investments, other than short-term obligations and mortgage
   dollar roll transactions, were $1,727,741,424 and $1,255,178,696,
   respectively.

   Unrealized appreciation (depreciation) at February 29, 1996, based on cost of
   investments for federal income tax purposes was:
<TABLE>
<S>                                                             <C>         
          Gross unrealized appreciation                         $ 31,946,102
          Gross unrealized depreciation                          (17,773,293)
                                                                ------------
              Net unrealized appreciation                       $ 14,172,809
                                                                ============
</TABLE>

   Information regarding dollar roll transactions that are other than normal
   settlement are as follows:
<TABLE>
<S>                                                            <C>          
       Maximum amount outstanding during the period            $ 502,753,750
       Average amount outstanding during the period            $ 258,549,263
       Amount outstanding at February 29, 1996                 $  10,268,750
</TABLE>

   The average amount outstanding during the period was calculated by summing
   borrowings at the end of each day and dividing the sum by the number of days
   in the period ended February 29, 1996.

   CAPITAL LOSS CARRYFORWARDS: At August 31, 1995, capital loss carryforwards
   available (to the extent provided in regulations) to offset future realized
   gains were approximately as follows:
<TABLE>
<CAPTION>
                    Year of                             Capital loss
                   expiration                           carryforward
                -----------------                     -----------------
                <C>                                   <C>          
                1996...............                   $   6,713,000
                1997...............                       2,528,000
                1998...............                         706,000
                1999...............                       2,970,000
                2000...............                       5,878,000
                2001...............                      29,729,000
                2002...............                       7,249,000
                2003...............                      67,291,000
                                                      -------------
                                                      $ 123,064,000
                                                      =============
</TABLE>

                                       16

<PAGE>
                 Notes to Financial Statements/February 29, 1996
- -------------------------------------------------------------------------------

   Of the loss carryforward expiring in 1996, $722,000 was acquired in the
   merger with Colonial Government Mortgage Trust. Of the loss carryforwards
   expiring in 1996, 1997, 1998, 1999, 2000, 2001, and 2002, $67,000, $25,000,
   $130,000, and $1,184,000, none, none, and none, respectively, were acquired
   in the merger with VIP Federal Securities Fund and $5,925,000, $2,439,000,
   none, $938,000, $5,252,000, $25,355,000 and $4,423,000, respectively, were
   acquired in the merger with Liberty Financial U.S. Government Securities
   Fund. Their availability may be limited in a given year.

   Expired capital loss carryforwards, if any, are recorded as a reduction of
   capital paid in.

   To the extent loss carryforwards are used to offset any future realized
   gains, it is unlikely that such gains would be distributed since they may be
   taxable to shareholders as ordinary income.

   NOTE 5.  MERGER INFORMATION
- --------------------------------------------------------------------------------
   On March 24, 1995, Liberty Financial U.S. Government Securities Fund
   (LFUSGSF) was merged into the Fund by a non-taxable exchange of
   102,621,829 shares of the Fund (valued at $657,854,682) for the 74,665,826 of
   LFUSGSF shares then outstanding.  The assets of LFUSGSF acquired
   included unrealized depreciation of $10,937,427.  The aggregate net assets of
   the Fund and LFUSGSF immediately after the merger were $2,014,746,627.

                                       17

<PAGE>
                              FINANCIAL HIGHLIGHTS

   Selected data for a share of each class outstanding throughout each period
   are as follows:
<TABLE>
<CAPTION>
                                                        (unaudited)
                                                            Six
                                                        months ended
                                                         February 29                     Year ended August 31
                                               -------------------------------         -------------------------
                                                            1996                                 1995
                                                Class A               Class B            Class A       Class B
                                               ----------           ----------         ----------     ----------
<S>                                            <C>                  <C>                <C>            <C>       
Net asset value -
   Beginning of period                         $    6.550           $    6.550         $    6.420     $    6.420
                                               ----------           ----------         ----------     ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                               0.198                0.173              0.447          0.399
Net realized and
unrealized gain (loss)                              0.057                0.057              0.100          0.100
                                               ----------           ----------         ----------     ----------
   Total from Investment
      Operations                                    0.255                0.230              0.547          0.499
                                               ----------           ----------         ----------     ----------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                         (0.205)              (0.180)            (0.417)        (0.369)
From capital paid in                                 --                   --                 --             --
                                               ----------           ----------         ----------     ----------
Total Distributions
   Declared to Shareholders                        (0.205)              (0.180)            (0.417)        (0.369)
                                               ----------           ----------         ----------     ----------
Net asset value -
   End of period                               $    6.600           $    6.600         $    6.550     $    6.550
                                               ==========           ==========         ==========     ==========
Total return (c)                                     3.90%(d)             3.51%(d)           8.88%          8.07%
                                               ==========           ==========         ==========     ==========

RATIOS TO AVERAGE NET ASSETS
Expenses                                             1.11%(e)(f)          1.86%(e)(f)        1.11%          1.86%
Net investment income                                6.37%(e)(f)          5.62%(e)(f)        7.51%          6.76%
Portfolio turnover                                    153%(e)              153%(e)            140%           140%
Net assets at end
of period (in millions)                        $    1,065           $      655         $    1,164     $      701
</TABLE>


(a) Class B shares were initially offered on June 8, 1992. Per share amounts
    reflect activity from that date.

(b) Because of differences between book and tax basis accounting, approximately
    $0.056 and $0.014, respectively, were a return of capital for federal income
    tax purposes.

(c) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or contingent deferred sales charge.

(d) Not annualized.

(e) Annualized.

(f) The benefits derived from custody credits and directed brokerage
    arrangements had no impact. Prior years' ratios are net of benefits
    received, if any.

                                       18

<PAGE>
                        FINANCIAL HIGHLIGHTS - CONTINUED
<TABLE>
<CAPTION>
                                                                                     Year ended August 31
                                            ---------------------------------------------------------------------------------------
                                                       1994                         1993                         1992              
                                               Class A      Class B        Class A        Class B       Class A     Class B  (a)  
                                             -----------    ----------    ----------    ----------    ----------    ----------  
Net asset value -                            <C>           <C>           <C>           <C>           <C>            <C>
   Beginning of period                       $    6.880    $    6.880    $    6.980    $    6.980    $    7.020     $    6.950
                                             ----------    ----------    ----------    ----------    ----------     ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                             0.415         0.365         0.541         0.490         0.614          0.122
Net realized and 
unrealized gain (loss)                           (0.452)       (0.452)       (0.130)       (0.130)       (0.043)         0.029
                                              ---------    ----------    ----------    ----------    ----------     ----------
   Total from Investment
      Operations                                 (0.037)       (0.087)        0.411         0.360         0.571          0.151
                                             ----------    ----------    ----------    ----------    ----------     ----------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                       (0.400)       (0.352)       (0.511)       (0.460)       (0.611)        (0.121)
From capital paid in                             (0.023)       (0.021)         --            --            --             --
                                             ----------    ----------    ----------    ----------    ----------     ----------
Total Distributions
   Declared to Shareholders                      (0.423)       (0.373)       (0.511)       (0.460)       (0.611)(b)     (0.121)(b)
                                             ----------    ----------    ----------    ----------    ----------     ----------
Net asset value -
   End of period                             $    6.420    $    6.420    $    6.880    $    6.880    $    6.980     $    6.980
                                             ==========    ==========    ==========    ==========    ==========     ==========
Total return (c)                                  (0.53%)       (1.28%)        6.15%         5.36%         8.46%          2.19% (d)
                                             ==========    ==========    ==========    ==========    ==========     ==========

RATIOS TO AVERAGE NET ASSETS
Expenses                                           1.11%         1.86%         1.10%         1.85%         1.09%          1.84% (e)
Net investment income                              8.14%         7.39%         7.85%         7.10%         8.55%          7.80% (e)
Portfolio turnover                                  291%          291%          162%          162%          132%           132%
Net assets at end
of period (in millions)                      $      758    $      836    $    1,202    $      978    $    1,102     $      343



<CAPTION>



                                                1991
                                               Class A
                                             ---------- 
<S>                                          <C>
Net asset value -                            
   Beginning of period                       $    6.950
                                             ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                             0.699
Net realized and
unrealized gain (loss)                            0.069
                                             ----------
   Total from Investment
      Operations                                  0.768
                                             ----------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income                       (0.698)
From capital paid in                               --
                                             ----------
Total Distributions
   Declared to Shareholders                      (0.698)
                                             ----------
Net asset value -
   End of period                             $    7.020
                                             ==========
Total return (c)                                  11.54
                                             ==========

RATIOS TO AVERAGE NET ASSETS
Expenses                                           1.16%
Net investment income                              9.68%
Portfolio turnover                                  129%
Net assets at end
of period (in millions)                      $      444
</TABLE>



                                       19

<PAGE>
                             SHAREHOLDER SERVICES
                            TO MAKE INVESTING EASIER

Colonial has one of the most extensive selections of shareholder services
available. Your financial adviser can help you arrange for any of these
services, or you can call Colonial directly at 1-800-345-6611.

AFFORDABLE ADDITIONAL INVESTMENTS: Add to your account with as little as $50;
$25 for an IRA account.

FREE EXCHANGES*: Exchange all or part of your account into the same share class
of another Colonial fund, by phone or mail, as your needs change over time.

EASY ACCESS TO YOUR MONEY*: Make withdrawals from your account by phone, by mail
or, for certain funds, by check.

ONE-YEAR REINSTATEMENT PRIVILEGE: If you need access to your money, but then
choose to return it to Colonial within one year, you can reinvest in any
Colonial fund of the same share class without any penalty or sales charge.

FUNDAMATIC: Make periodic investments as low as $50 from your checking account
to your Colonial account.

SYSTEMATIC WITHDRAWAL PLAN (SWP): Receive monthly, quarterly, or semiannual
payments via check or bank transmission. There is a $5,000 account value
required, but no minimum for the payment amount. The maximum annual withdrawal
is 12% of account balance at time SWP is established. SWPs by check are
processed on the 10th of each month.

AUTOMATED DOLLAR COST AVERAGING: Transfer money on a monthly basis from any
Colonial fund with a balance of $5,000 into the same share class of up to four
other Colonial funds. Minimum for each transfer is $100.

LOW COST IRAS: Choose from a broad range of retirement plans,
including IRAs.

* Redemptions and exchanges are made at the next determined net asset value
after the request is received by Colonial. Proceeds may be more or less than
your original cost. The exchange privilege may be terminated at any time.
Investors who purchase Class B or Class D shares (for applicable funds), or $1
million or more of Class A shares, may be subject to a contingent deferred sales
charge.

                                       20

<PAGE>
                              HOW TO REACH COLONIAL
                               BY PHONE OR BY MAIL

BY TELEPHONE

COLONIAL CUSTOMER CONNECTION - 1-800-345-6611

For 24-hour account information, call from your touch-tone phone. (Rotary
callers will be automatically connected to a representative during business
hours.) A recorded message will guide you through the menu:

For fund prices, dividends, and capital gains information            press 1

For account information                                              press 2 

To speak to a Colonial representative                                press 3

For yield and total return information                               press 4

For duplicate statements or new supply of checks                     press 5

To order duplicate tax forms and year-end statements                 press 6
(February through May)

To review your options at any time during your call                  press *

To speak with a shareholder services representative about your account, call
Monday to Friday, 8:00 am to 8:00 pm ET, and Saturdays from February through
mid-April, 10:00 am to 2:00 pm ET.

COLONIAL TELEPHONE TRANSACTION DEPARTMENT - 1-800-422-3737

To purchase, exchange, or sell shares by telephone, call Monday to Friday, 9:00
am to 8:00 pm ET. Transactions received after the close of the New York Stock
Exchange will receive the next business day's closing price.

COLONIAL LITERATURE DEPARTMENT - 1-800-248-2828

To request literature on any Colonial fund, call Monday to Friday, 8:30 am to
6:30 pm ET.

BY MAIL

COLONIAL INVESTORS SERVICE CENTER, INC.
P.O. BOX 1722
BOSTON, MA  02105-1722


                                       21

<PAGE>
                           SHAREHOLDER COMMUNICATIONS
                              TO KEEP YOU INFORMED

To make recordkeeping easy and keep you up-to-date on the performance of your
investments, you can expect to receive the following information about your
Colonial account:

TRANSACTION CONFIRMATIONS: Each time you make a purchase, sale, or exchange, you
receive a confirmation statement within just a few days.

QUARTERLY STATEMENTS: Every three months, if any transactions are made that
affect your share balance, this statement reports on your account activity
during the quarter (including any reinvestment of dividends). This statement
also provides year-to-date information.

COLONIAL SHAREHOLDER NEWS: Mailed with your quarterly account statements, this
newsletter highlights timely investment strategies, portfolio manager
commentary, and shareholder service updates.

TAX FORMS AND YEAR-END TAX GUIDE: Easy-to-use forms and timely information are
designed to make tax reporting simpler. (Usually mailed in January.)

AVERAGE COST BASIS STATEMENTS: If you sold or exchanged shares during the year,
this statement may help you calculate your gain/loss for tax purposes. (Usually
mailed in February.)

                                       22

<PAGE>
                     IMPORTANT INFORMATION ABOUT THIS REPORT

The Transfer Agent for Colonial U.S. Government Fund is:
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA  02105-1722
1-800-345-6611

Colonial 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.

This report has been prepared for shareholders of Colonial U.S. Government Fund.
This report may also be used as sales literature when preceded or accompanied by
the current prospectus which provides details of sales charges, investment
objectives, and operating policies of the Fund.

                                       23

<PAGE>
[Colonial Mutual Funds LOGO]

Mutual Funds for
Planned Portfolios

                                    TRUSTEES

ROBERT J. BIRNBAUM

Retired (formerly Special Counsel, Dechert, Price & Rhoads; President and Chief
Operating Officer, New York Stock Exchange, Inc.)


TOM BLEASDALE

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


LORA S. COLLINS

Attorney, Kramer, Levin, Naftalis, Nessen, Kamin & Frankel


JAMES E. GRINNELL

Private Investor (formerly Senior Vice President - Operations, The Rockport
Company)


WILLIAM D. IRELAND, JR.

Retired (formerly Chairman of the Board, Bank of New England - Worcester)


RICHARD W. LOWRY

Private Investor (formerly Chairman and Chief Executive Officer, U.S. Plywood
Corporation)


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)


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 (formerly Management Consultant, Saatchi and Saatchi
Consulting Ltd. and Principal and International Practice Director, Management
Consulting, Peat Marwick Main & Co.)


SINCLAIR WEEKS, JR.

Chairman of the Board, Reed & Barton Corporation

  NOT FDIC- INSURED

  MAY LOSE VALUE

  NO BANK GUARANTEE

             COLONIAL INVESTMENT SERVICES, INC. Distributor (C)1996
      One Financial Center, Boston, Massachusetts 02111-2621, 617-426-3750

                            UG-03/911B-0296 M (4/96)




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission