COLONIAL TRUST III
497, 1995-04-27
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  COLONIAL INTERNATIONAL FUND
           FOR GROWTH
                
                
    Supplement to Prospectus
    Dated February 28, 1995
                


Effective March 17, 1995,
Andrew Fleming, head of
International Equities of
the Fund's Sub-Adviser,
Gartmore Capital Management
Ltd., became the Fund's
portfolio manager.  Over the
last five years Mr. Fleming
has served as a Managing
Director of the Sub-Adviser
and has been head of the Sub-
Adviser's Far East Desk from
1993 to March 1995.




IN-881A-0495      April 27, 1995






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