COLONIAL TRUST V
N-30D, 1996-04-04
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<PAGE>
                                    COLONIAL
                          MASSACHUSETTS TAX-EXEMPT FUND




   
                                  ANNUAL REPORT
                                JANUARY 31, 1996

<PAGE>
                COLONIAL MASSACHUSETTS TAX-EXEMPT FUND HIGHLIGHTS
                       FEBRUARY 1, 1995 - JANUARY 31, 1996

INVESTMENT OBJECTIVE: Colonial Massachusetts Tax-Exempt Fund seeks as high a
level of after-tax total return, as is consistent with prudent risk, by pursuing
current income exempt from federal and Massachusetts state personal income tax.
The Fund also provides opportunities for long-term appreciation from a portfolio
primarily invested in investment grade municipal bonds. 

THE FUND IS DESIGNED TO OFFER:

  - High monthly double-tax-free income
  - Long-term appreciation
  - Emphasis on quality

PORTFOLIO MANAGER COMMENTARY: "Declining interest rates during the Fund's fiscal
year had a favorable impact on performance. Your Fund's portfolio has a high
concentration of education bonds. Massachusetts municipal education bonds, which
are of relatively high quality, benefited as interest rates moved lower."


               COLONIAL MASSACHUSETTS TAX-EXEMPT FUND PERFORMANCE

<TABLE>
<CAPTION>
                                                       CLASS A         CLASS B

<S>                                                    <C>             <C>
     Inception dates                                   4/10/87          6/8/92
     Distributions declared per share*                  $0.424          $0.367
     SEC yields on 1/31/96**                             4.50%           3.97%
     Taxable-equivalent SEC yields***                    8.47%           7.47%
     12-month total returns, assuming
     reinvestment of all distributions and
     no sales charge or contingent deferred
     sales charge (CDSC)                                14.90%          14.05%
     Net asset value per share at 1/31/96               $8.04           $8.04
</TABLE>

*A portion of the Fund's income may be subject to the alternative minimum tax.
**The 30-day SEC yields on January 31, 1996 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. If the Adviser had not waived
or borne certain Fund expenses, SEC yields would have been lower; the yield for
Class A shares would have been 4.46% and the yield for Class B shares would have
been 3.93%.
***Taxable-equivalent SEC yields are based on the maximum effective 51.6%
federal and Massachusetts income tax rates.

<TABLE>
<CAPTION>
QUALITY BREAKDOWN                            TOP FIVE SECTORS
(as of 1/31/96)                              (as of 1/31/96)
<S>                        <C>               <C>                         <C>
AAA ....................   40.5%             Education ...............    15.8% 
AA .....................    9.5%             Water & Sewer ...........    14.3% 
A ......................   37.9%             Hospitals ...............    13.2% 
BBB ....................    4.4%             General Obligations .....    11.4% 
Non-rated ..............    7.5%             Transportation ..........    11.0% 
Cash & Equivalents .....    0.2%          
</TABLE>
Because the Fund is actively managed, quality and sector weightings will change.

                                        2

<PAGE>
                               PRESIDENT'S MESSAGE
                              TO FUND SHAREHOLDERS


                                   [PHOTO]


I am pleased to present your Fund's annual report for the period ended January
31, 1996. First, however, I would like to extend my thanks to President John A.
McNeice, Jr., who is retiring this month 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.

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

We expect slow growth and low inflation to continue in 1996, 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.

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
March 13, 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 MANAGEMENT REPORT

ROBERT WAAS is a Vice President of Colonial Management Associates, Inc., and
Portfolio Manager of Colonial Massachusetts Tax-Exempt Fund and five other
Colonial tax-exempt funds.

Q: HOW DID THE FUND PERFORM FOR THE 12 MONTH PERIOD ENDED 1/31/96 RELATIVE TO
THE LEHMAN BROTHERS MUNICIPAL BOND INDEX AND WHY? 
A: The Fund earned a total return of 14.90% at net asset value for Class A
shares. That compared to total returns of 13.80% for the average Massachusetts
municipal debt fund tracked by Lipper Analytical Services, Inc.* The Fund,
however, slightly underperformed the Lehman Municipal Bond Index, which is
comprised of long bonds representing a number of states, not just Massachusetts.
The Index posted a return of 15.06%. The difference is attributable the Fund's
narrower range of investments.

The Fund's strong performance is due to the portfolio's position in discount and
non-callable bonds. About 51% of the holdings were invested in discount bonds,
which produced strong gains for the Fund. We also had 25% of the Fund in
non-callable bonds. Discount and non-callable securities appreciate faster when
rates decline because they are safe from early redemptions.

Q: WHAT INFLUENCED THE FUND'S STRONG PERFORMANCE DURING THE PERIOD?
A: It was a combination of a favorable economic backdrop and a well-targeted
portfolio. Interest rates dropped significantly in 1995, as the economy slowed
and the threat of inflation subsided. In anticipation of this scenario, we
purchased discount and non-callable bonds, which are very sensitive to interest
rate declines and enhance the potential for price appreciation. Of course, such
strategies carry more downside risk when rates rise.

Q: WHAT WAS THE PORTFOLIO'S QUALITY AND SECTOR COMPOSITION?
A: More than 90% of the securities were rated investment grade, with almost 41%
rated AAA, the highest quality rating. The largest sectors were education,
general obligation bonds, and healthcare, about half of which were AAA-rated.

Q: HOW DID YOUR INVESTMENT STRATEGY CHANGE DURING THE PERIOD?
A: We became more cautious later in the year, as the rally matured. We began
buying higher-coupon issues, which are less volatile and can help enhance the
Fund's current yield. We also shifted to shorter maturities, in the 15- to
20-year range, since the yield incentives of longer bonds are now too small to
compensate for the higher risk.

*Lipper Analytical Services, Inc. is an independent research organization;
rankings vary over time and do not reflect the effects of sales charges.


                                       4

<PAGE>
Q: WHAT IS YOUR OUTLOOK FOR 1996?
A: Given the most recent price declines, we believe the bond market has already
discounted stronger economic growth and higher inflation expectations. We are,
therefore, cautiously optimistic about our interest rate outlook going forward.
Additionally, the fear of tax reform is beginning to subside and municipal bonds
are well positioned to outperform taxable securities.


         COLONIAL MASSACHUSETTS TAX-EXEMPT FUND INVESTMENT PERFORMANCE
            Change in Value of $10,000 from 4/87 (inception) to 1/96
                       Based on Net Asset Value (NAV) and
                 Maximum Offering Price (MOP) for Class A Shares

<TABLE>
<CAPTION>
NAV               MOP               LEHMAN
<S>               <C>               <C>  
   10000              9525             10000
    9890              9421              9950
   10152              9670             10242
   10301              9811             10346
   10322              9831             10370
    9714              9253              9988
    9790              9325             10023
   10105              9625             10284
   10242              9756             10434
   10620             10116             10805
   10760             10249             10920
   10614             10109             10792
   10710             10201             10874
   10638             10132             10843
   10904             10386             11002
   10971             10450             11074
   11022             10499             11083
   11152             10622             11284
   11362             10823             11483
   11288             10752             11378
   11420             10878             11494
   11635             11082             11732
   11510             10963             11598
   11498             10952             11570
   11749             11191             11845
   11918             11352             12091
   12039             11467             12255
   12128             11552             12422
   12032             11460             12301
   12054             11481             12264
   12110             11534             12414
   12286             11702             12631
   12378             11790             12734
   12316             11731             12674
   12445             11854             12787
   12417             11827             12791
   12265             11682             12699
   12609             12010             12976
   12705             12101             13090
   12928             12314             13283
   12665             12063             13090
   12617             12018             13097
   12789             12181             13335
   13090             12468             13603
   13168             12543             13662
   13339             12705             13846
   13473             12833             13966
   13533             12891             13971
   13727             13075             14158
   13865             13206             14283
   13849             13191             14269
   14065             13397             14443
   14224             13549             14634
   14365             13682             14824
   14525             13826             14957
   14549             13858             14999
   14887             14180             15321
   14887             14180             15356
   14927             14218             15361
   14947             14237             15367
   15069             14353             15504
   15273             14547             15686
   15518             14781             15949
   16013             15252             16428
   15867             15113             16267
   15950             15193             16374
   15740             14993             16213
   16119             15353             16503
   16314             15339             16672
   16504             15720             16866
   17082             16271             17476
   16952             16147             17291
   17102             16290             17465
   17188             16371             17563
   17468             16638             17857
   17486             16655             17880
   17812             16966             18252
   18030             17174             18461
   18072             17213             18496
   17910             17059             18333
   18242             17375             18720
   18463             17586             18934
   18049             17192             18443
   17336             16513             17692
   17446             16617             17842
   17600             16764             17997
   17501             16670             17887
   17822             16975             18215
   17862             17013             18278
   17573             16739             18010
   17168             16352             17690
   16732             15937             17370
   17202             16385             17752
   17817             16971             18260
   18317             17447             18791
   18478             17600             19007
   18517             17637             19029
   19044             18139             19636
   18738             17848             19465
   18850             17954             19649
   19100             18202             19898
   19271             18356             20024
   19659             18725             20315
   20073             19120             20653
   20361             19394             20851
   20472             19500             21008
</TABLE>

A $10,000 investment in Class B shares made on 6/92 (inception) at NAV would
have been valued at $13,033 on January 31, 1996. The same investment after
deducting the applicable contingent deferred sales charge (CDSC) would have
grown to $12,733 on January 31, 1996.

 AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1995 (MOST RECENT QUARTER END)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                           CLASS A SHARES                  CLASS B SHARES
                           Inception 4/10/87             Inception 6/8/92
                          NAV            MOP            NAV            w/CDSC
- --------------------------------------------------------------------------------
<C>                     <C>            <C>             <C>           <C>   
1 YEAR                  18.36%         12.74%          17.49%        12.49%
- --------------------------------------------------------------------------------
5 YEARS                  9.11%          8.05%           --            --
- --------------------------------------------------------------------------------
SINCE INCEPTION          8.32%          7.71%           7.56%         6.86%
- --------------------------------------------------------------------------------
</TABLE>

The Lehman Brothers Municipal Bond Index is a broad-based, unmanaged index that
tracks the performance of the municipal bond market. 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 return does not include sales charges
or CDSC. MOP return includes the maximum sales charge of 4.75%. The CDSC return
reflects the maximum charge of 5.00% for one year and 3.00% since inception. If
the Adviser had not waived or borne certain Fund expenses, total returns would
have been lower. 

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

                                        5

<PAGE>
                              INVESTMENT PORTFOLIO
                         JANUARY 31, 1996 (IN THOUSANDS)

<TABLE>
<CAPTION>
MUNICIPAL BONDS - 99.0%                               PAR          VALUE
- ------------------------------------------------------------------------
<S>                                                 <C>          <C>
CERTIFICATES OF PARTICIPATION - 0.1%                           
 Massachusetts Bay Transportation                              
  Authority, Series 1988,                                      
                        7.750%   01/15/06           $  250       $   297
                                                                 -------
- ------------------------------------------------------------------------
CONSTRUCTION - 0.0%                                            
 BUILDING CONSTRUCTION                                         
 State Industrial Finance Agency,                              
  Series 1987 G,                                               
                        7.875%   05/01/07              100           101
                                                                 -------
- ------------------------------------------------------------------------
EDUCATION - 15.8%                                              
 State College Building Authority:                             
  Series 1994 A,                                               
                        7.500%   05/01/14            1,825         2,304
  Southeastern University,                                     
   Series 1995 A,                                              
                        5.750%   05/01/16            1,250         1,294
 State Health & Educational                                    
  Facilities Authority:                                        
  Amherst College, Series E,                                   
                        6.800%   11/01/21              500           550
  Bentley College, Series I,                                   
                        6.125%   07/17/17            1,250         1,317
  Berkley College of Music, Series C,                          
                        6.875%   10/01/21            1,000         1,106
  Boston College, Series K:                                    
                        5.250%   06/01/18            6,000         5,955
                        5.250%   06/01/23            5,850         5,762
  Boston University, Series 1991 L,                            
   RIB, (variable rate),                                       
                        9.092%   10/01/31            1,000         1,157
  Community Colleges Program, Series A,                        
                        6.600%   10/01/22            1,250         1,337
  Harvard University:                                          
   Series M,                                                   
                        5.500%   12/01/15            1,500         1,534
   Series N,                                                   
                        6.250%   04/01/20            9,250        10,776
  Suffolk University, Series B:                                
                        6.250%   07/01/12            1,000         1,054
                        6.350%   07/01/22            1,000         1,049
  Tufts University, Series 1988 D,                             
                        7.700%   08/01/08              400           442
</TABLE>
                                                               
                                                            
                                       6

<PAGE>
                  Investment Portfolio/January 31, 1996
- ------------------------------------------------------------------------
<TABLE>
<S>                                                 <C>          <C>    
  Worcester Polytechnical Institute, Series E,
                        6.625%   09/01/17           $  500       $   542
                        6.750%   09/01/11              500           547
 State Industrial Finance Agency:                              
  Babson College,                                              
  Series 1992 A,                                               
                        6.375%   10/01/09            1,000         1,100
  Concord Academy,                                             
  Series 1991,                                                 
                        6.900%   09/01/21              400           446
  Emerson College,                                             
  Series 1991 A,                                               
                        8.900%   01/01/18              500           564
  Milton Academy,                                              
  Series 1993 B,                                               
                        5.250%   09/01/19            1,000           984
  Phillips Academy,                                            
  Series 1993,                                                 
                        5.375%   09/01/23            2,050         2,060
 University of Massachusetts                                   
  Building Authority,                                          
  Series 1991 A,                                               
                        7.200%   05/01/04              400           469
                                                                 -------
                                                                  42,349
                                                                 -------
- ------------------------------------------------------------------------
GENERAL OBLIGATIONS - 11.4%                                    
 Amherst,                                                      
 Series 1992,                                                  
                        6.500%   01/15/12              695           749
 Andover, Andover Old Town Hall,                               
  Series 1989,                                                 
                        7.700%   12/15/04            1,255         1,407
 Boston,                                                       
  Series 1992 A,                                               
                        6.500%   07/01/12            1,340         1,459
 Fall River,                                                   
                        7.200%   06/01/10            1,250         1,408
 Groveland,                                                    
  Series 1991,                                                 
                        6.900%   06/15/08 (a)          250           277
 Haverhill,                                                    
                        8.200%   08/15/09              935         1,051
 Holyoke,                                                      
  School Project Loan,                                         
                        7.650%   08/01/09              500           548
 Lowell,                                                       
                        8.400%   01/15/09            1,000         1,169
 Mansfield,                                                    
                        6.700%   01/15/11            1,000         1,085
 Nantucket, Series 1991,                                       
                        6.800%   12/01/11            1,000         1,119
</TABLE>                                                       
                                                               
                                                               
                                       7                    

<PAGE>
                  Investment Portfolio/January 31, 1996
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                               PAR          VALUE
- ------------------------------------------------------------------------
<S>                                                  <C>         <C>
GENERAL OBLIGATIONS - CONT 
 Nauset Regional School District:
  Series A:
                        6.400%   06/15/09            $  220      $   236
                        6.400%   06/15/10               220          235
  Series B:                                                    
                        6.400%   09/15/09               260          279
                        6.400%   09/15/10               260          279
 Peabody:                                                      
                        6.900%   08/01/07               485          538
                        6.950%   08/01/08               500          555
 PR Commonwealth of Puerto Rico,                               
  Series 1994,                                                 
                        6.500%   07/01/23             5,000        5,394
 Southern Berkshire Regional                                   
  School District,                                             
                        7.000%   04/15/11               500          569
 State:                                                        
  Series 1990 A,                                               
                        7.250%   06/01/96               500          506
  Series 1990 B,                                               
                        7.000%   07/01/09             4,385        5,213
  Series 1991 B:                                               
                        (b)      06/01/07               450          260
                        6.500%   08/01/11             2,000        2,167
  Series 1991 C,                                               
                        6.500%   08/01/11             1,250        1,355
  Series 1992 B,                                               
                        6.500%   08/01/08             1,000        1,141
 Swansea,                                                      
  School Project Loan:                                         
                        6.800%   01/15/09               250          268
                        6.800%   01/15/10               125          134
                        6.800%   01/15/11               210          225
 Weymouth,                                                     
  Series 1992:                                                 
                        6.700%   06/15/09               200          214
                        6.700%   06/15/10               200          214
                        6.700%   06/15/11               155          166
                        6.700%   06/15/12               140          149
 Woburn,                                                       
                        7.200%   04/01/04               130          144
                                                                 -------
                                                                  30,513
                                                                 -------
- ------------------------------------------------------------------------
HEALTH - 17.1%                                                 
 HOSPITALS - 13.2%                                             
 State Health & Educational                                    
  Facilities Authority,                                        
  Addison Gilbert Hospital, Series 1993 C,                  
                        5.750%   07/01/14             2,000        1,892
</TABLE>


                                       8

<PAGE>
                  Investment Portfolio/January 31, 1996
- ------------------------------------------------------------------------
<TABLE>
<S>                                                  <C>         <C>
  Berkshire Health System, Series C,
                        6.000%   10/01/20            $1,000      $   927
  Beth Israel Hospital, Series D,                              
                        7.800%   07/01/14               250          271
  Beverly Hospital, Series D,                                  
                        7.300%   07/01/13             1,000        1,104
  Capital Asset Program, Series 1989 F,                        
                        7.300%   10/01/18               750          844
  Charlton Memorial Hospital, Series B:                        
                        7.250%   07/01/07               500          551
                        7.250%   07/01/13               500          534
  Children's Hospital, Series E:                               
                        5.500%   10/01/19             3,500        3,474
                        6.200%   10/01/16             2,000        2,092
  Dana Farber Cancer Institute:                                
   Series 1992 F,                                              
                        6.000%   12/01/15             1,000        1,052
   Series 1995 C:                                              
                        5.500%   12/01/27             6,000        5,663
                        6.650%   12/01/15               250          261
  Holyoke Hospital, Series B,                                  
                        6.000%   07/01/23             2,000        2,052
  Lahey Clinic, Series 1993 B,                                 
                        5.375%   07/01/23             5,100        5,087
  Lowell General Hospital, Series 1991 A,                      
                        8.400%   06/01/11               500          561
  Massachusetts General Hospital, Series F,                    
                        6.250%   07/01/20             2,500        2,653
  Medical Center of Central Mass., Series A,                   
                        7.000%   07/01/12             1,000        1,070
  St. Elizabeth's Hospital, Series E,                          
                        9.746%   08/15/21             1,000        1,179
  Spaulding Rehabilitation Hospital, Series A,                 
                        7.625%   07/01/21               400          431
  University Hospital, Series C,                               
                        7.250%   07/01/19             1,000        1,125
  Valley Regional Health System, Series 1994,                  
                        5.750%   07/01/18             2,000        2,030
 State Industrial Finance Agency,                              
  Harvard Community Health Plan, Inc.,                         
  Series 1988 B,                                               
                        8.125%   10/01/17               640          696
                                                                 -------
                                                                  35,549
                                                                 -------
                                                               
NURSING HOMES - 3.9%                                           
 Boston,                                                       
  St. Joseph Nursing Care Center, Inc.                         
  Series 1990,                                                 
                        10.000%   01/01/20(c)           495          549
</TABLE>                                                       
                                                               
                                       9                    

<PAGE>
                  Investment Portfolio/January 31, 1996
- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                               PAR           VALUE
- -------------------------------------------------------------------------
<S>                                                  <C>          <C>
HEALTH - CONT 
NURSING HOMES - CONT 
 State Health & Educational
  Facilities Authority:
  Corporation for Independent Living,
                        8.100%   07/01/18            $  300       $   306
  Deutsches Altenheim, Inc., Series A,                          
                        7.700%   11/01/31               985         1,075
  Fairview Extended Care Service, Inc., Series A,               
                       10.250%   01/01/21               500           573
 State Industrial Finance Agency:                               
  American Health Foundation Inc.,                              
  Series 1989,                                                  
                       10.125%   03/01/19             1,805         1,911
  Belmont Home Care,                                            
  Series 1995 A,                                                
                        9.270%   01/01/25             2,000         2,128
  GF/Massachusetts Inc.,                                        
  Series 1994,                                                  
                        8.300%   07/01/23             2,500         2,481
  Seacoast Nursing Home,                                        
  Series 1991,                                                  
                        9.625%   12/01/21             1,260         1,399
                                                                  -------
                                                                   10,422
                                                                  -------
- -------------------------------------------------------------------------
HOUSING - 9.0%                                                  
 ASSISTED LIVING/SENIOR - 0.4%                                  
 State Industrial Finance Agency,                             
  Heights Crossing Ltd.,                             
  Series 1995,                                       
                        6.000%   02/01/15             1,125         1,129
                                                                  -------
 MULTI - FAMILY - 5.3%                                            
 Boston-Mount Pleasant                                            
  Development Corp.,                                              
  Section 8 Assisted, Series A,                                   
                        6.750%   08/01/23             1,700         1,783
 Framingham Housing Authority,                                    
  Beaver Terrace Apartments,                                      
  Series 1992 A,                                                  
                        6.600%   08/20/16               655           676
 State Housing Finance Agency:                                    
  Series 1987 B,                                                  
                        8.500%   08/01/20                10            10
  Series 1988 B,                                                  
                        8.100%   08/01/23               455           478
  Series 1989 A,                                                  
                        7.600%   12/01/16               690           736
  Series 1990 A,                                                  
                        8.150%   02/01/29               135           145
  Series 1992 C,                                                  
                        6.875%   11/15/11             3,000         3,236
</TABLE>                                                          
                                                                  
                                                             
                                       10            

<PAGE>
                  Investment Portfolio/January 31, 1996
- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>
  Series 1993 A,
                        6.100%   06/01/26             $2,340      $ 2,352
  Series 1994 A,                                                 
                        6.750%   07/01/28              4,500        4,731
                                                                  -------
                                                                   14,147
                                                                  -------
                                                                 
 SINGLE - FAMILY - 3.3%                                          

 State Housing Finance Agency:                                   
  Series 3,                                                      
                        7.875%   06/01/14                400          415
  Series 5,                                                      
                        8.375%   06/01/15                500          523
  Series 6,                                                      
                        8.100%   12/01/14                495          520
  Series 7,                                                      
                        8.100%   06/01/20                420          440
  Series 8,                                                      
                        7.700%   06/01/17                575          609
  Series 9,                                                      
                        8.100%   12/01/21                500          526
  Series 12,                                                     
                        7.600%   12/01/13                250          263
  Series 13,                                                     
                        7.950%   06/01/23              1,455        1,542
  Series 18,                                                     
                        7.350%   12/01/16              1,000        1,070
  Series 1987 4,                                                 
                        7.375%   06/01/14                705          727
  Series 1987 A,                                                 
                        9.000%   12/01/18                215          225
  Series 1988 A,                                                 
                        8.400%   08/01/21              1,210        1,254
  Series 1989 A:                                                 
                        8.200%   08/01/15                245          254
                        8.200%   08/01/27                330          349
                                                                  -------
                                                                    8,717
                                                                  -------
- -------------------------------------------------------------------------
PUBLIC ADMINISTRATION - 0.4%                                     
  JUSTICE & PUBLIC ORDER                                         
  Plymouth County Correctional Facility,                         
  Series A,                                                      
                        7.000%   04/01/22              1,000        1,099
                                                                  -------
- -------------------------------------------------------------------------
PUBLIC FACILITIES IMPROVEMENT - 0.8%                             
 PR Commonwealth of Puerto Rico,                                 
  Public Buildings Authority, Series 1993-M,                  
   stepped coupon, (5.700% 07/01/98)
                        3.750%   07/01/16(d)           2,000        1,920
</TABLE>  


                                       11

<PAGE>
                  Investment Portfolio/January 31, 1996
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
MUNICIPAL BONDS - CONT.                               PAR          VALUE
- ------------------------------------------------------------------------
<S>                                                  <C>         <C>
PUBLIC FACILITIES IMPROVEMENT - CONT 
 VI Virgin Islands Public Finance
  Authority,
  Series 1992 A,
                        7.000%   10/01/02            $  250      $  274
                                                                 ------
                                                                  2,194
                                                                 ------
- -----------------------------------------------------------------------
PUBLIC INFRASTRUCTURE - 3.3%                                   
 TURNPIKES/TOLL ROADS/BRIDGES                                  
 PR Commonwealth of Puerto Rico                                
  Highway & Transportation Authority,                          
  Series W,                                                    
                        5.500%   07/01/09               660         685
 State Turnpike Authority,                                     
  Series 1993 A:                                               
                        5.000%   01/01/20             6,000       5,633
                        5.125%   01/01/23             2,500       2,422
                                                                 ------
                                                                  8,740
                                                                 ------
- -----------------------------------------------------------------------
REFUNDED/ESCROW/SPECIAL OBLIGATIONS (e) - 7.6%                 
 Bay Transportation Authority,                                 
  General Transportation System,                               
  Series 1990-B,                                               
                        7.875%   03/01/21             4,000       4,740
 Boston Water & Sewer Commission,                              
  Series 1991 A,                                               
                        7.000%   11/01/18             2,700       3,132
 Leominster,                                                   
                        7.500%   04/01/09(a)          1,075       1,234
 Lynn,                                                         
                        7.850%   01/15/11             1,000       1,219
 Palmer,                                                       
  Series 1990 B,                                               
                        7.700%   10/01/10             1,000       1,170
 State College Building Authority,                             
  Southeastern University,                                     
  Series 1986 A,                                               
                        7.800%   05/01/16               650         670
 State Health & Educational                                    
  Facilities Authority:                                        
  Carney Hospital, Series C,                                   
                        7.750%   07/01/14               500         583
  Cooley Dickinson Hospital, Series A,                         
                        7.125%   11/15/18             1,920       2,270
  Framingham Union Hospital, Series B,                         
                        8.500%   07/01/20             1,000       1,190
  Mt. Auburn Hospital, Series 1988 A,                          
                        7.875%   07/01/18               250         277
  St. John's Hospital, Series 1990 B,                          
                        8.375%   12/01/20               500         601
</TABLE>                                                       
                                                               
                                                            
                                       12

<PAGE>
                      Investment Portfolio/January 31, 1996
 ------------------------------------------------------------------
<TABLE>
<CAPTION>

 <S>                                          <C>              <C>
  Winchester Hospital, Series C,
                       7.550%  07/01/11       $ 500            $588
 State Housing Finance Agency,
  Series A,
                       8.700%  05/15/14         235             265
 State Industrial Finance Agency,
  Mary Ann Morse Nursing Home, Inc.:
   Series 1991 I,
                       0.000%  01/01/21         925           1,178
 University of Lowell Building
  Authority,
  Series 1987 A,
                       7.600%  11/01/11         200             217
 University of Massachusetts
  Building Authority:
   Series 1976 A,
                       7.500%  05/01/11         100             122
   Series 1986 A,
                       7.500%  05/01/11         500             515
 Worcester,
                       6.900%  05/15/07         415             482
                                                             ------
                                                             20,453
                                                             ------
- -------------------------------------------------------------------
                                                                                            
RETAIL TRADE - 0.7%
 APPAREL & ACCESSORY STORES
 State Industrial Finance Agency,

  House of Bianchi Inc.,
                       8.750%  06/01/18       1,760           1,868
                                                             ------
- -------------------------------------------------------------------
                                                                                            
SOLID WASTE - 1.3%
 LAND FILLS - 0.9%
 State Industrial Finance Agency,
  Peabody Monofill Associates, Inc.,
  Series 1995,
                       9.000%  09/01/05       2,300           2,475
                                                             ------

 MISCELLANEOUS DISPOSAL - 0.2%
 Boston Industrial Development
  Finance Authority,
  Jet-A-Way, Inc.,
                      10.500%  01/01/11         400             455
                                                             ------

 RESOURCE RECOVERY - 0.2%
 Agawam,
  Springfield Resource Recovery Project,    
  Series 1986,
                       8.500%  12/01/08         500             528
                                                             ------
- -------------------------------------------------------------------
</TABLE>



                                     13
  

<PAGE>
                      Investment Portfolio/January 31, 1996
<TABLE>
<CAPTION>

        ----------------------------------------------------------
        MUNICIPAL BONDS - CONT.                    PAR      VALUE
        ----------------------------------------------------------
        TRANSPORTATION - 11.0%
         Massachusetts Bay Transportation
          Authority:
          <S>             <C>                    <C>       <C>   
          Series 1991 A,
                          7.000% 03/01/21        $1,500    $1,828
          Series 1992 B:
                          5.500% 03/01/21(a)      5,000     4,931
                          6.200% 03/01/16         3,700     4,098
          Series 1994 A:
                          7.000% 03/01/10         5,000     5,919
                          7.000% 03/01/11         4,270     5,049
                          7.000% 03/01/14         1,250     1,500
         State Industrial Finance Agency,
          Series 1990,
                          9.000% 10/01/20           485       590
         State Port Authority:
          Series 1992 B,
                          6.000% 07/01/23         1,000     1,040
          Series 1993 B,

                          5.000% 07/01/18         5,000     4,681
                                                 ------    ------
                                                           29,636
                                                           ------
        ----------------------------------------------------------

        UTILITY - 6.2%
         JOINT POWER AUTHORITY - 4.3%
         State Municipal Wholesale
          Electric Co.:
          Series 1992 C,
                          6.625% 07/01/10         1,435     1,555
          Series 1994 A,
                          5.000% 07/01/17         5,000     4,794
          Series 1994 A, RIB, (variable rate)

                          5.447% 07/01/16         4,000     3,675
          Series 1994 B,
                          5.000% 07/01/17         1,500     1,438
                                                           ------
                                                           11,462
                                                          -------
         MUNICIPAL ELECTRIC - 1.9%
         PR Commonwealth of Puerto Rico
          Electric Power Authority,
          Series 1994 T,
                          5.500% 07/01/20         5,000     4,969
                                                           ------
        ----------------------------------------------------------
         WATER & SEWER - 14.3% 
         Boston Water & Sewer Commission:
          Series 1992 A,
                          5.750% 11/01/13         1,000     1,049
          Series 1993 A,
                          5.250% 11/01/19         4,750     4,673
         State Industrial Finance Agency,
          Massachusetts Environmental Services,
          Series 1994 A,
                          8.750% 11/01/21         3,000     3,128

</TABLE>


                                       14

<PAGE>
                      Investment Portfolio/January 31, 1996
        -----------------------------------------------------------
<TABLE>
<S>                                               <C>       <C>
         State Water Pollution Abatement Trust,
          Massachusetts Water Resources Authority:
          Series 1992 A:
                          6.500%   07/15/09       $ 2,000   $ 2,278
                          6.500%   07/15/19         5,000     5,788
          Series 1992 B,
                          5.500%   11/01/15         5,000     4,931
          Series 1993 B,
                          5.500%   03/01/17         1,000     1,006
          Series 1993 C:
                          5.250%   12/01/15         2,750     2,716
                          5.250%   12/01/15         1,000     1,008
                          5.250%   12/01/20         5,025     4,855
          Series 1995 A,
                          5.000%   08/01/14         1,500     1,446
          Series 1995 B,
                          6.250%   12/01/13         5,000     5,613
                                                             ------
                                                             38,491
                                                             ------

        TOTAL MUNICIPAL BONDS (cost of $238,582)(f)         265,594
                                                            -------


        SHORT - TERM OBLIGATIONS - 0.2%
        -----------------------------------------------------------
        VARIABLE RATE DEMAND NOTES (g)
         State Health & Educational
          Facilities Authority,
          Series 1985 D,
                          3.650%   01/01/35            600      600
                                                            -------

        OTHER ASSETS & LIABILITIES, NET - 0.8%                2,216
        -----------------------------------------------------------
        NET ASSETS - 100%                                  $268,410
                                                           --------
</TABLE>

        NOTES TO INVESTMENT PORTFOLIO:
        ------------------------------------------------------------

          (a)  These securities, or a portion thereof, with a total market value
               of $5,456, are being used to collateralize open futures
               contracts.
          (b)  Zero coupon bond.
          (c)  This is a restricted security which was acquired on April 2, 1990
               at a cost of $495. This security represents 0.2% of the Fund's
               net assets at January 31, 1996.
          (d)  Shown parenthetically is the interest rate to be paid and the
               date the Fund will begin accruing this rate.
          (e)  The Fund has been informed that each issuer has placed direct
               obligations of the U.S. Government in an irrevocable trust,
               solely for the payment of the interest and principal.
          (f)  Cost for federal income tax purposes is approximately the same.
          (g   Variable rate demand notes are considered short-term obligations.
               Interest rates change periodically on specified dates. These
               securities are payable on demand and are secured by either
               letters of credit or other credit support agreements from banks.
               The rates listed are as of January 31, 1996.

                                       15

<PAGE>
                      Investment Portfolio/January 31, 1996
        --------------------------------------------------------------------

        NOTES TO INVESTMENT PORTFOLIO - CONT.
        --------------------------------------------------------------------
         Short futures contracts open at January 31, 1996:

<TABLE>
<CAPTION>


                              Par value                          Unrealized
                              covered by         Expiration    appreciation
            Type              contracts             month        at 1/31/96
         -------------------------------------------------------------------
         <S>                   <C>               <C>           <C>    

         Municipal bond        $ 3,700              March            $7

</TABLE>

          ACRONYM                                      NAME
         -----------                        -------------------------------
            RIB                                Residual Interest Bond



                       See notes to financial statements.


                                       16

<PAGE>
                        STATEMENT OF ASSETS & LIABILITIES
                                JANUARY 31, 1996

(in thousands except for per share amounts and footnotes)
<TABLE>
<S>                                               <C>         <C>
ASSETS
Investments at value (cost $238,582)                          $ 265,594
Short-term obligations                                              600
                                                              ---------
                                                                266,194

Receivable for:
  Interest                                        $   3,407
  Fund shares sold                                      151
  Other                                                  51       3,609
                                                  ---------   ---------
    Total Assets                                                269,803

LIABILITIES
Payable for:
  Distributions                                       1,098
  Fund shares repurchased                               256
  Variation margin on futures                             9
Payable to adviser                                       15
Accrued:
  Deferred Trustees fees                                  2
  Other                                                  13
                                                   --------
    Total Liabilities                                             1,393
                                                              ---------
NET ASSETS                                                    $ 268,410
                                                              ---------

Net asset value & redemption price per share -
Class A ($207,759/25,836)                                     $    8.04
                                                              ---------
Maximum offering price per share - Class A
($8.04/0.9525)                                                $    8.44(a)
                                                              ---------
Net asset value & offering price per share -
Class B ($60,651/7,542)                                       $    8.04(b)
                                                              ---------

COMPOSITION OF NET ASSETS
Capital paid in                                               $ 247,302
Undistributed net investment income                                  34
Accumulated net realized loss                                    (5,945)
Net unrealized appreciation on:                            
   Investments                                                   27,012
   Open futures contracts                                             7
                                                              ---------
                                                              $ 268,410
                                                              ---------
</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.


                                       17

<PAGE>
                           STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED JANUARY 31, 1996


(in thousands)
<TABLE>
INVESTMENT INCOME
<S>                                                            <C>         <C>
Interest                                                                   $ 16,637

EXPENSES
Management fee                                                 $  1,414
Service fee - Class A                                               258
Service fee - Class B                                                74
Distribution fee - Class B                                          440
Transfer agent                                                      419
Bookkeeping fee                                                     101
Trustees fee                                                         22
Custodian fee                                                        13
Audit fee                                                            34
Legal fee                                                             8
Registration fee                                                     11
Reports to shareholders                                               7
Other                                                                25
                                                               --------
                                                                  2,826
Fees waived by the Adviser                                         (153)      2,673
                                                               --------    --------
          Net Investment Income                                              13,964
                                                                           --------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized gain (loss) on:
Investments                                                       2,218
Closed futures contracts                                         (3,572)
                                                               --------
    Net Realized Loss                                                        (1,354)

Net unrealized appreciation during the period on:
Investments                                                      22,566
Open futures contracts                                              955
                                                               --------
     Net Unrealized Gain                                                     23,521
                                                                           --------
          Net Gain                                                           22,167
                                                                           --------
Net Increase in Net Assets from Operations                                 $ 36,131
                                                                           --------
</TABLE>



See notes to financial statements.

                                       18
  

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                      Year ended
(in thousands)                                        January 31
                                                ----------------------
INCREASE (DECREASE) IN NET ASSETS                  1996         1995
                                                ---------      -------
<S>                                              <C>         <C>      
Operations:
Net investment income                            $ 13,964    $  14,749
Net realized loss                                  (1,354)      (2,999)
Net unrealized appreciation (depreciation)         23,521      (22,859)
                                                 --------    ---------
    Net Increase (Decrease) from Operations        36,131      (11,109)
Distributions:
From net investment income - Class A              (11,196)     (12,074)
From net investment income - Class B               (2,783)      (2,748)
                                                 --------    ---------
                                                   22,152      (25,931)
                                                 --------    ---------
Fund Share Transactions:
Receipts for shares sold - Class A                 20,583       23,448
Value of distributions reinvested - Class A         6,014        6,522
Cost of shares repurchased - Class A              (29,356)     (41,484)
                                                 --------    ---------
                                                   (2,759)     (11,514)
                                                 --------    ---------
Receipts for shares sold - Class B                  8,695       13,955
Value of distributions reinvested - Class B         1,601        1,534
Cost of shares repurchased - Class B               (8,555)      (8,223)
                                                 --------    ---------
                                                    1,741        7,266
                                                 --------    ---------
   Net Decrease from Fund Share Transaction        (1,018)      (4,248)
                                                 --------    ---------
          Total Increase (Decrease)                21,134      (30,179)

NET ASSETS
Beginning of period                               247,276      277,455
                                                  -------    ---------
End of period (including undistributed
 net investment income of $34 and $31,
 respectively)                                  $ 268,410    $ 247,276
                                                ---------    ---------

NUMBER OF FUND SHARES
Sold - Class A                                      2,677        3,110
Issued for distributions reinvested - Class A         780          872
Repurchased - Class A                              (3,796)      (5,556)
                                                 --------    ---------
                                                     (339)      (1,574)
                                                 --------    ---------
Sold - Class B                                      1,132        1,841
Issued for distributions reinvested - Class B         208          205
Repurchased - Class B                              (1,106)      (1,111)
                                                 --------    ---------
                                                      234          935
                                                 --------    ---------
</TABLE>


See notes to financial statements.


                                       19
  

<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

                                JANUARY 31, 1996

NOTE 1. ACCOUNTING POLICIES

- -------------------------------------------------------------------------------

ORGANIZATION: Colonial Massachusetts Tax-Exempt Fund (the Fund), a series of
Colonial Trust V, is a non-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 investment objective of the Fund is
to seek as high a level of after-tax total return, 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates. The following significant
accounting policies are 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.

Futures contracts are valued based on the difference between the last sale price
and the opening price of the contract.

Options are valued at the last reported sale price, or in the absence of a sale,
the mean between the last quoted bid and asking price.

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 (losses) are based upon the specific identification
method for both financial statement and federal income tax purposes.

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.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class A and Class B service fees and Class B
distribution fee), realized and unrealized gains (losses) are allocated to


                                       20

<PAGE>
                 Notes to Financial Statements/January 31, 1996
- -------------------------------------------------------------------------------

each class proportionately on a daily basis for purposes of determining the net
asset value of each class.

Class A and 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 service fee applicable to Class A and Class B shares and
the 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 and tax-exempt
income, no federal income tax has been accrued.

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis. Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; market
discount is not accreted. Premium is amortized against interest income with a
corresponding decrease in the cost basis.

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. Reclassifications are made to the Fund's capital accounts
to reflect income and gains available for distribution (or available capital
loss carryforwards) under income tax regulations.

NOTE 2. 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 each Fund's pro rata portion of the
combined average net assets of Trust V as follows:

<TABLE>
<CAPTION>


           Average Net Assets                Annual Fee Rate
           --------------------              ---------------
           <C>                               <C>
           First $1 billion                        0.55%
           Next $1 billion                         0.50%
           Over $2 billion                         0.45%
</TABLE>



Effective January 1, 1996 the management fee applicable to the Trust is being
reduced based on the following schedule for the first $1 billion in combined
average net assets:

<TABLE>
<CAPTION>


                                        Cumulative Annualized
           Effective Date                      Reduction
           --------------------              --------------
           <C>                          <C>
           January 1, 1996                       0.0125%
           April 1, 1996                         0.0250%
           July 1, 1996                          0.0375%
           October 1, 1996                       0.0500%
</TABLE>



BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
$27,000 per year plus 0.035% of the Fund's average net assets over $50 million.


                                       21

<PAGE>
              Notes to Financial Statements/January 31, 1996
- -------------------------------------------------------------------------------
NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES

TRANSFER AGENT: Colonial Investors Service Center, Inc. (the Transfer Agent), an
affiliate of the Adviser, provides shareholder services for a monthly fee equal
to 0.14% 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. During the year ended January 31, 1996, the Fund has been
advised that the Distributor retained net underwriting discounts of $50,799 on
sales of the Fund's Class A shares and received contingent deferred sales
charges (CDSC) of $241,822 on Class B share redemptions.

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

<TABLE>
<CAPTION>


                Valuation of shares                    Annual
            outstanding on the 20th of                  Fee
           each month which were issued                 Rate
           ----------------------------                ------
           <C>                                         <C>
           Prior to November 30, 1994                   0.10%
           On or after December 1, 1994                 0.25%
</TABLE>



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.

EXPENSE LIMITS: Effective August 1, 1995, the Adviser has agreed, until further
notice, to waive fees and bear certain Fund expenses to the extent that total
expenses (exclusive of service and distribution fees, brokerage commissions,
interest, taxes, and extraordinary expenses, if any) exceed 0.75% annually of
the Fund's average net assets. Through July 31, 1995 the expense limit was 0.70%
of the Fund's average net assets.

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 3.  PORTFOLIO INFORMATION
- -------------------------------------------------------------------------------

INVESTMENT ACTIVITY: During the year ended January 31, 1996, purchases and sales
of investments, other than short-term obligations, were $53,892,104 and
$58,091,771, respectively.

Unrealized appreciation (depreciation) at January 31, 1996, based on cost of
investments for federal income tax purposes was:

<TABLE>
<CAPTION>

         <S>                               <C>
         Gross unrealized appreciation     $  27,099,649
         Gross unrealized depreciation           (88,163)
                                           -------------
             Net unrealized appreciation   $  27,011,486
                                           -------------
</TABLE>




                                       22

<PAGE>
              Notes to Financial Statements/January 31, 1996
- -------------------------------------------------------------------------------

Capital loss carryforwards: At January 31, 1996, 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>
              2002                        $  173,000
              2003                         1,749,000
              2004                         1,201,000
                                          -------------
                                          $3,123,000
                                          =============

</TABLE>

                                        
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.

OTHER: There are certain risks arising from geographic concentration in any
state. Certain revenue or tax related events in a state may impair the ability
of certain issuers of municipal securities to pay principal and interest on
their obligations.

The Fund may focus its investments in certain industries, subjecting it to
greater risk than a fund that is more diversified.

The Fund may invest in municipal and Treasury bond futures contracts and
purchase and write options on futures. The fund will invest in these instruments
to hedge against the effects of changes in value of portfolio securities due to
anticipated changes in interest rates and/or market conditions, for duration
management, or when the transactions are economically appropriate to the
reduction of risk inherent in the management of the Fund and not for trading
purposes. The use of futures contracts and options involves certain risks, which
include (1) imperfect correlation between the price movement of the instruments
and the underlying securities, (2) inability to close out positions due to
different trading hours or the temporary absence of a liquid market for either
the instruments or the underlying securities or (3) an inaccurate prediction by
the Adviser of the future direction of interest rates. Any of these risks may
involve amounts exceeding the amount recognized in the Fund's Statement of
Assets and Liabilities at any given time.


                                       23

<PAGE>
                              FINANCIAL HIGHLIGHTS


Selected data for a share of each class outstanding throughout each period are
as follows:

<TABLE>
<CAPTION>


                                                              Year ended January 31
                                                --------------------------------------------------
                                                         1996                         1995
                                                 Class A    Class B           Class A      Class B
                                                --------    ---------         --------    --------
<S>                                             <C>          <C>              <C>         <C>
Net asset value -
   Beginning of period                          $  7.390     $  7.390         $  8.130    $  8.130
                                                --------     --------         --------    --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (a)                          0.424        0.367            0.444       0.388
Net realized and
unrealized gain (loss)                             0.650        0.650           (0.738)     (0.738)
                                                --------     --------         --------    --------
   Total from Investment
      Operations                                   1.074        1.017           (0.294)     (0.350)
                                                --------     --------         --------    --------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:    
From net investment income                        (0.424)      (0.367)          (0.446)     (0.390)
From net realized gains                               --           --               --          --
In excess of net realized gains                       --           --               --          --
                                                --------     --------         --------    --------
Total from Distributions
  Declared to Shareholders                        (0.424)      (0.367)          (0.446)     (0.390)
                                                --------     --------         --------    --------
Net asset value -
   End of period                                $  8.040     $  8.040         $  7.390    $  7.390
                                                --------     --------         --------    --------
Total return (c)(d)                                14.90%       14.05%           (3.49)%     (4.21)%
                                                --------     --------         --------    --------

RATIOS TO AVERAGE NET ASSETS
Expenses                                            0.85%(f)     1.60%(f)         0.72%       1.47%
Net investment income                               5.49%(f)     4.74%(f)         5.93%       5.18%
Fees and expenses waived
  or borne by the Adviser                           0.06%        0.06%            0.12%       0.12%
Portfolio turnover                                    21%          21%             58%          58%
Net assets at end
of period (000)                                 $207,759     $ 60,651         $193,303    $ 53,973

(a)   Net of fees and expenses waived or borne by the Adviser 
      which amounted to ....................    $  0.005     $  0.005         $  0.009    $  0.009
</TABLE>

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

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

(d)   Had the Adviser not waived or reimbursed a portion of expenses, total
      return would have been reduced.

(e)   Not 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.

(g)   Annualized.


                                       24

<PAGE>
                        FINANCIAL HIGHLIGHTS - continued

                              Year ended January 31

     -------------------------------------------------------------------------
                                
              1994                       1993                 1992
      Class A       Class B      Class A     Class B(b)     Class A
     --------       -------      -------      ---------     -------

     $  7.700       $ 7.700      $  7.420     $ 7.450       $  7.120
     --------       -------      --------     -------       --------

        0.453         0.395         0.481       0.272          0.505

        0.439         0.439         0.301       0.275          0.295
     --------       -------      --------     -------       --------

        0.892         0.834         0.782       0.547          0.800
     --------       -------      --------     -------       --------

       (0.462)       (0.404)       (0.479)     (0.274)        (0.500)
                                   (0.002)     (0.002)
          ---           ---        (0.021)     (0.021)             -
     --------       -------      --------     -------       --------

       (0.462)       (0.404)       (0.502)     (0.297)        (0.500)
     --------       -------      --------     -------       --------

     $  8.130       $ 8.130      $  7.700     $ 7.700       $  7.420
     --------       -------      --------     -------       --------
        11.86%        11.05%        10.87%       1.11(e)       11.61%
     ---------      ----------   --------     -------       --------


         0.64%         1.39%         0.54%       1.29(g)        0.46%
         5.68%         4.93%         6.38%       5.63(g)        6.89%

         0.21%         0.21%         0.33%       0.33%          0.43%
            7%            7%            7%          7%            14%

     $225,636      $ 51,819      $186,526    $ 17,282        $145,957          


     $  0.016      $  0.016      $  0.025    $  0.016        $  0.032

     --------------------------------------------------------------
     Federal income tax information (unaudited) All of the distributions will be
     treated as exempt income for federal income tax purposes.


                                       25

<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

           T0 THE TRUSTEES OF COLONIAL TRUST V AND THE SHAREHOLDERS OF
                     COLONIAL MASSACHUSETTS TAX-EXEMPT FUND

     In our opinion, the accompanying statement of assets and liabilities,
including the investment portfolio, and the related statements of operations and
of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Massachusetts Tax-Exempt
Fund (a series of Colonial Trust V) at January 31, 1996, the results of its
operations, the changes in its net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and the financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of portfolio positions
at January 31, 1996 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP
Boston, Massachusetts
March 13, 1996



                                       26

<PAGE>
                     IMPORTANT INFORMATION ABOUT THIS REPORT

The Transfer Agent for Colonial Massachusetts Tax-Exempt Fund is:

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA  02105-1722
1-800-345-6611

Colonial Massachusetts Tax-Exempt 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 Massachusetts
Tax-Exempt 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.




                                       27

<PAGE>
[LOGO]
COLONIAL
MUTUAL FUNDS

Mutual Funds for
Planned Portfolios

                                    TRUSTEES

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

TOM BLEASDALE
Trustee (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.
Trustee (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-               MAY LOSE VALUE
                  INSURED                 NO BANK GUARANTEE
                  ----------------------------------------- 

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

                             MA-02/843B-0196 (3/96)



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