COLONIAL TRUST II /
497, 1996-09-24
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                            COLONIAL ADJUSTABLE RATE
                              U.S. GOVERNMENT FUND

                            Supplement to Prospectus
                             dated December 29, 1995

On August 23,  1996,  the Trustees  voted to change the Fund's name,  investment
objective and certain of its  investment  policies.  The Fund's new name will be
"Colonial Short U.S. Government Fund." The Fund's new investment  objective will
be to "seek as high a level of  current  income as is  consistent  with very low
volatility by investing primarily in short-duration U.S. government securities."
The Fund's revised  investment  policies are set forth below. These changes will
take effect as of December  27, 1996.  Prior to such date,  the Adviser may sell
adjustable rate securities with a view toward restructuring the Fund's portfolio
to comply with the revised objective and policies.

Effective December 27, 1996, the first five paragraphs under the caption How the
Fund Pursues Its Objective in the Fund's  Prospectus  will be revised to read as
follows:

The  Fund  invests  primarily  in short  duration  U.S.  government  securities.
"Duration"  is a measure  of a debt  security's  sensitivity  to  interest  rate
changes.  Duration  takes into account the full stream and  estimated  timing of
payments expected to be received on the instrument,  including both interest and
principal  payments.  A security  with a short  (low)  duration  generally  will
fluctuate in value less,  given a change in prevailing  interest  rates,  than a
security  with a longer  (higher)  duration.  The Fund  intends  to  maintain  a
weighted average portfolio duration of 2.5 years or less.

U.S. government securities in which the Fund may invest consist of (1) U.S. 
Treasury obligations; (2) obligations issued or guaranteed by the U.S. 
government or its agencies and instrumentalities (Agency) which are supported 
by:  (a) the full faith and credit of the U.S. government, (b) the right of the 
issuer or guarantor to borrow an amount from a line of credit with the
U.S. Treasury, (c) the discretionary power of the U.S. government to purchase 
obligations of the Agencies or (d) the credit of the Agencies; 
(3)  collateralized mortgage obligations (CMOs) (including real estate mortgage 
investment conduits (REMICs)), and other mortgage-backed securities issued or 
guaranteed by an Agency; (4) "when-issued" commitments relating to the 
foregoing; and (5) repurchase agreements collateralized by U.S. government 
securities.  The Fund may purchase U.S. government securities that pay fixed, 
floating or adjustable interest rates, as well as zero coupon securities (U.S. 
government securities that pay no interest currently) with maturities of 10 
years or less.

Although  the  Fund  invests  in  securities  that  are  guaranteed  by the U.S.
government or its Agencies,  an  investment in the Fund is not  guaranteed.  The
value of and return earned on an investment in the Fund will fluctuate as market
conditions,  primarily  prevailing  interest  rates,  change.  The value of Fund
shares generally will decline as prevailing  short-term interest rates increase,
and vice  versa.  Over time,  a  sustained  decrease  in  prevailing  short-term
interest  rates also may translate into lower income  distributions  paid by the
Fund.

Mortgage-backed  securities are debt  securities  with respect to which interest
and  principal  payments  are tied to the  interest  and  principal  payments on
underlying pools of mortgage loans. If the underlying mortgage loans are prepaid
(e.g.,  as a  result  of  home  mortgage  refinancings),  the  principal  on the
mortgage-backed  security  also will be  prepaid.  Refinancings  (and  therefore
prepayments on  mortgage-backed  securities)  tend to increase as interest rates
decrease,  and tend to slow as interest rates increase.  If prepayments increase
due to a decrease  in  interest  rates,  the Fund may lose any  premium  paid in
purchasing the security,  and may be forced to reinvest the prepaid principal at
the lower rates,  which may result in lower income  distributions  being paid by
the Fund. If, however, prepayments slow as interest rates rise, the durations of
the  mortgage-backed  securities  held by the Fund may  lengthen,  making  their
values more volatile.  The Adviser will actively manage the Fund's  portfolio in
an effort to maintain an average  weighted  portfolio  duration of less than 2.5
years.

The Fund may purchase U.S. government securities on a "forward" or "when-issued"
basis.  In doing so, the Fund agrees to  purchase  such  securities  for a fixed
price on a date beyond the customary  settlement time with no interest  accruing
until  settlement.  If made  through a dealer,  the contract is dependent on the
dealer's consummation of the transaction. The dealer's failure could deprive the
Fund of  advantageous  yields.  These  contracts  also involve the risk that the
value of the  underlying  security  may  change  prior to  settlement.  The Fund
currently  will not  agree to  purchase  securities  more  than 120 days  before
settlement.

Zero coupon securities do not pay interest in cash on a current basis but rather
are  purchased at a discount and  increase in value as they  approach  maturity.
Their  market  price may change more  because of changes in interest  rates than
similar  securities  paying  interest  currently.  The Fund may be  required  to
distribute interest currently,  and may have to sell securities to generate cash
for distributions.



AF-36/612C-0996                     September 23, 1996



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