COLONIAL TRUST II /
497, 1997-03-12
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                      COLONIAL GOVERNMENT MONEY MARKET FUND

                            Supplement to Prospectus
                             dated December 27, 1996


The third  paragraph  under the  caption  HOW TO  EXCHANGE  SHARES is amended as
follows:

Purchasers of $1 million or more of Class A shares of other  Colonial  funds who
exchange  their  shares  for Class A shares of the Fund and  redeem  those  Fund
shares  within 18 months  after the original  investment  are subject to a 1.00%
contingent deferred sales charge.












MM-36/464D-0397                 March 12, 1997





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