Rule 24f-2 Notice
                             Colonial Trust II
                               File #2-66976

1.   Colonial Trust II
     One Financial Center
     Boston, MA 02111

2.   Name of each series or class of funds for
     which this notice is filed:

     Colonial U.S. Government Fund. Classes A & B
     Colonial Government Money Market Fund. Classes A, B & D
     Colonial Adjustable Rate U.S. Government Fund, Classes A, B & C
     Colonial Newport Japan Fund, Classes A, B, D & Z
     Colonial Newport Tiger Cub Fund, Classes A, B, D & Z

3.   Investment Company Act File #                       811-3009

     Securities Act File Number #                        2-66976

4.   Last day of fiscal year for which this notice
     is filed:                                           8/31/96

5.   Check box if this notice is being filed more
     than 180 days after the close of the issuer's
     fiscal year for purposes of reporting securities
     sold after the close of the fiscal year but before
     termination of the issuer's 24f-2 declaration.

6.   Date of termination of issuer's declaration under
     rule 24-f2(a)(1),if applicable:

7.   Number and amount of securities of the same
     class or series which had been registered under
     the Securities Act of 1933 other than pursuant to
     rule 24-f2 in a prior fiscal year, but which
     remained unsold at the beginning of the fiscal
     year:                                               0

8.   Number and amount of securities registered during
     the fiscal year other than pursuant to rule 24f-2:  0

9.   Number and aggregate sale price of securities sold
     during the fiscal year:                     Shares    1,203,892,120

                                                 Dollars $ 1,392,815,459

10.  Number and aggregate sale price of securities sold
     during the fiscal year in reliance upon registration
     pursuant to rule 24f-2:                     Shares    1,203,892,120

                                                 Dollars $ 1,392,815,459
11.  Number and aggregate sale price of securities issued
     during the fiscal year in connection with dividend
     reinvestment plans, if applicable:                  (Included in
                                                          Item 10)

12.  Calculation of registration fee:

(i)  Aggregate sale price of securities sold during the
     fiscal year in reliance on rule 24f-2:              $ 1,392,815,459

(ii) Aggregate price of shares issued in connection with
     dividend reinvestment plans:                        (Included in
                                                          12 (i) above)

(iii)Aggregate price of shares redeemed or repurchased
     during the fiscal year:                             $ 1,656,157,959

(iv) Aggregate price of shares redeemed or repurchased
     and previously applied as a reduction to filing
     fees pursuant to rule 24e-2:                        0

(v)  Net aggregate price of securities sold and issued
     during the fiscal year in reliance on rule 24f-2:   $  (263,342,500)

(vi) Multiplier prescribed by Section 6(b) of the
     Securities Act of 1933 or other applicable law
     or regulation:                                      0.00034482758

(vii)Fee due:                                            $(0.00)

13.  Date of Mailing or wire transfer of filing fee
     to the Commission's lockbox depository              10/29/96

     This report has been signed below by the following
     persons on behalf of the issuer and in the
     capacities and on the date indicated.




                        By ________________________
                             Peter L. Lydecker
                              Vice President
                                     
October 29, 1996

                              October 29, 1996


Colonial Trust II
One Financial Center
Boston, Massachusetts  02111

Ladies and Gentlemen:

     We understand that Colonial Trust II (the "Trust") is about
to file a Rule 24f-2 Notice (the "Notice") with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 24f-2
(the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of 1,203,892,119.66
shares of beneficial interest (the "Shares") of the Trust sold in
reliance upon the Rule during the Trust's fiscal year ended
August 31, 1996.

     We have acted as counsel for the Trust since its
organization and are familiar with the action taken by its board
of trustees to authorize the issuance of the Shares.  We have
examined records of meetings of its board of trustees and
shareholders, its By-Laws and its Agreement and Declaration of
Trust and amendments thereto on file at the office of the
Secretary of the Commonwealth of Massachusetts.  We have also
examined such other documents as we deem necessary for the
purpose of this opinion.

     We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities and
that the Notice will be timely filed.  We also assume that the
Trust or its authorized agent received the authorized payment for
the Shares in accordance with the terms described in the Trust's
Registration Statement (File No. 811-3009) under the Securities
Act of 1933.

     Based upon the foregoing, we are of the opinion that the
Shares were validly issued, fully paid and nonassessable.

     The Trust is an entity of the type commonly known as a
"Massachusetts Business Trust."  Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust.  However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or
executed by the Trust or the Trustees.  The Agreement and
Declaration of Trust provides for indemnification out of the
Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust.  Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
Trust itself would be unable to meet its obligations.

     We consent to this opinion accompanying the Notice when
filed with the Commission.

                              Very truly yours,



                              Ropes & Gray