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Colonial Mutual Funds
One Financial Center
Boston, Massachusetts
02111-2621
December 28, 1998
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Colonial Trust II (Trust)
Colonial Money Market Fund
File Nos. 811-3009 & 2-66976
Ladies and Gentlemen:
Pursuant to the requirements of Rule 497(j) under the Securities
Act of 1933, as amended, please accept this letter as
certification that the Fund's Prospectus and Statement of
Additional Information dated December 22, 1998, relating to the
Fund's offer to acquire the assets and liabilities of SoGen Money
Fund does not differ from that contained in Pre-Effective
Amendment No. 1 (Amendment) to the Trust's Registration Statement
on Form N-14. The Amendment was filed electronically on December
17, 1998 (accession number 0000021847-98-000177) The Fund's
Prospectus and Statement of Additional Information dated October
30, 1998, which are also being mailed to shareholders of the
SoGen Money Fund, was previously filed with electronically
(accession number 0000021847-98-000125).
Pursuant to Rule 14a-6(j) of the Securities Exchange Act of 1934,
the form of proxy being furnished to shareholders of the SoGen
Money Fund is included with the prospectus referenced above.
Very truly yours,
COLONIAL TRUST II
on behalf of Colonial Money Market Fund
By:_________________________________
Suzan M. Barron
Assistant Secretary
