COLONIAL TRUST II /, 497, 1996-09-13

COLONIAL TRUST II /
497, 1996-09-13

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                           COLONIAL NEWPORT JAPAN FUND

                                 CLASS Z SHARES

                   Supplement to Prospectus dated June 3, 1996


The eighth paragraph under the caption BEFORE YOU INVEST on page 1 is revised in
its entirety as follows:

Class Z shares may be  purchased  only by (i)  certain  institutions  (including
certain insurance  companies and banks investing for their own account,  trusts,
endowment  funds,  foundations  and investment  companies)  and defined  benefit
retirement  plans  investing  a minimum  of $5  million in the Fund and (ii) the
Adviser and its affiliates.








JF-657C-0996                            September 12, 1996