COLONIAL TRUST III
497, 1995-06-20
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February 28, 1995, Revised June 16, 1995


COLONIAL GLOBAL
EQUITY FUND

PROSPECTUS

BEFORE YOU INVEST

Colonial Management Associates, Inc. (Adviser) and your full-service
financial adviser want you to understand both the risks and benefits
of mutual fund investing.

While mutual funds offer significant opportunities and are
professionally managed, they also carry risks including possible loss
of principal.  Unlike savings accounts and certificates of deposit,
mutual funds are not insured or guaranteed by any financial
institution or government agency.

Please consult your full-service financial adviser to determine how
investing in this mutual fund may suit your unique needs, time horizon
and risk tolerance.

Colonial Global Equity Fund (Fund), a diversified portfolio of
Colonial Trust III (Trust), seeks long-term  growth by investing
primarily in global equities.

The Fund is managed by the Adviser, an investment adviser since 1931.

                                                GE-01/993A-0695
                                                                      
This Prospectus explains concisely what you should know before
investing in the Fund.  Read it carefully and retain it for future
reference.  More detailed information about the Fund is in the
February 28, 1995 Statement of Additional Information which has been
filed with the Securities and Exchange Commission and is obtainable
free of charge by calling the Adviser at 1-800-248-2828.  The
Statement of Additional Information is incorporated by reference in
(which means it is considered to be a part of) this Prospectus.

The Fund offers two classes of shares.  Class A shares are offered at
net asset value plus a sales charge imposed at the time of purchase;
Class B shares are offered at net asset value plus an annual
distribution fee and a declining contingent deferred sales charge on
redemptions made within six years after purchase.  Class B shares
automatically convert to Class A shares after approximately eight
years.  See "How to buy shares."

Contents                            Page
Summary of expenses                  2
The Fund's financial history         3
The Fund's investment objective      4
How the Fund pursues its objective   4
How the Fund measures its perfomance 6
How the Fund is managed              6
How the Fund values its shares       7
Distributions and taxes              7
How to buy shares                    7
How to sell shares                   9
How to exchange shares               9
Telephone transactions              10
12b-1 plans                         10
Organization and history            10

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in the
Fund.  The following tables summarize your maximum transaction costs
and annual expenses for an investment in each Class of the Fund's
shares.

Shareholder Transaction Expenses(1)(2)

                                                Class A   Class B
Maximum initial sales charge imposed on a                
purchase (as a % of offering price) (3)          5.75%    0.00%(5)
Maximum contingent deferred sales charge
(as % of offering price) (3)                     1.00%(4) 5.00%

(1)  For accounts less than $1,000 an annual fee of $10 may be
     deducted.  See "How to sell shares."
(2)  Redemption proceeds exceeding $5,000 sent via federal funds
     wire will be subject to a $7.50 charge per transaction.
(3)  Does not apply to reinvested distributions.
(4)  Only with respect to any portion of purchases of $1 million
     to $5 million redeemed within approximately 18 months after
     purchase.  See "How to buy shares."
(5)  Because of the 0.75% distribution fee applicable to Class B
     shares, long-term Class B shareholders may pay more in
     aggregate sales charges than the maximum initial sales
     charge permitted by the National Association of Securities
     Dealers, Inc.  However, because the Fund's Class B shares
     automatically convert to Class A shares after approximately
     8 years, this is less likely for Class B shares than for a
     class without a conversion feature.

Annual Operating Expenses
(as a % of net assets)

                                         Class A       Class B
Management fee (after expense waiver)     0.39%         0.39%
12b-1 fees                                0.25          1.00
Other expenses                            0.61          0.61
Net expenses                              1.25%         2.00%

The Adviser has voluntarily agreed to waive or bear certain Fund
expenses until further notice.  Absent such agreement, the "Management
fee" would have been 0.75% for each Class and Net expenses would have
been 1.61% for Class A and 2.36% for Class B for fiscal year 1994.

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in each Class of shares of the Fund for
the periods specified, assuming a 5% annual return and, unless
otherwise noted, redemption at period end.  The 5% return and expenses
in this Example should not be considered indicative of actual or
expected Fund performance or expenses, both of which will vary:


                                   Class A         Class B
Period:                                                   (6)
1 year                              $ 70        $ 71    $ 21
3 years                               95          93      63
5 years                              122         129     109
10 years                             200         215(7)  215(7)


If the Adviser did not continue to waive or bear certain Fund
expenses, the amounts in the Example would be:


                                Class A           Class B
Period:                                                  (6)
1 year                          $  73         $  74    $ 24
3 years                           106           105      75
5 years                           140           148     128
10 years                          238           254(7)  254(7)

(6)  Assumes no redemption.
(7)  Class B shares convert to Class A shares after
     approximately 8 years; therefore, years 9 and 10 reflect
     Class A shares expenses.

THE FUND'S FINANCIAL HISTORY

The following schedule of financial highlights for a share outstanding
throughout each period has been audited by Price Waterhouse LLP,
independent accountants.  Their unqualified report is included in the
Fund's 1994 Annual Report and is incorporated by reference into the
Statement of Additional Information.

 <TABLE>                                                                                          
 <CAPTION>
                                                                                                   Period ended
                                              Year ended October 31(b)                             October 31(b)
                                              ________________________                             _____________   
                                                       1994                   1993                    1992(c)
                                                       ____                   ____                    _______ 
                                                Class A    Class B     Class A    Class B     Class A        Class B
                                                _______    _______     _______    _______     _______        _______  
<S>                                              <C>        <C>         <C>        <C>        <C>            <C>      
Net asset value - Beginning of period.........   $11.760    $11.720     $9.340     $9.310     $10.000        $10.000
                                                 _______    _______     ______     ______     _______        _______
Income from investment operations:
  Net investment income(a)....................     0.170      0.077      0.182      0.104       0.088          0.059
  Net realized and unrealized
     gain (loss) on investments...............     0.969      0.959      2.461      2.447      (0.748)        (0.749)
                                                   _____      _____      _____      _____      _______        _______
      Total from investment operations........     1.139      1.036      2.643      2.551      (0.660)        (0.690)
                                                   _____      _____      _____      _____      _______        _______ 
Less distributions declared to
  shareholders:
  From net investment income..................    (0.166)    (0.083)    (0.223)    (0.141)         ---            ---
                                                  _______    _______    _______    _______         ___            ___
  From net realized gains.....................    (0.043)    (0.043)        ---     0.006          ---            ---
                                                  _______    _______        ___     _____          ___            ---  
  Total distributions declared
      to shareholders.........................    (0.209)    (0.126)     0.223      0.141          ---            ---
                                                  _______    _______     _____      _____          ___            ___   
Net asset value - End of period...............   $12.690    $12.630    $11.760    $11.720      $9.340         $9.310
                                                 _______    _______    _______    _______      ______         ______
                                                 _______    _______    _______    _______      ______         ______   
Total return(d)(e)............................      9.76%      8.88%     28.77%     27.70%     (6.59)%(f)     (6.90)%(f)
                                                    ____       ____      _____      _____       ____           ____       
                                                    ____       ____      _____      _____       ____           ____
Ratios to average net assets
    Operating Expenses........................      1.25%      2.00%      1.25%      2.00%      1.25%(g)       2.00%(g)
    Interest Expense..........................       ----        ---      0.01%      0.01%         ---           ---
    Fees and expenses waived
       or borne by the Adviser................      0.36%      0.36%      0.51%      0.51%      0.67%(g)       0.67%(g)
    Net investment income.....................      1.38%      0.63%      1.75%      1.00%      2.25%(g)       1.50%(g)
Portfolio turnover............................        52%        52%        58%        58%        14%(g)         14%(g)
Net assets at end of period (000).............   $10,525    $63,139     $1,769    $40,837       $164        $32,099
________________________________
                                     

(a)  Net of fees and expenses borne by the Adviser which 
       amount to                                   $0.045     $0.045     $0.053     $0.053     $0.026         $0.026
(b)  Per share data was calculated using average shares outstanding during the period.
(c)  The Fund commenced investment operations on June 8, 1992.
(d)  Total return at net asset value assuming all distributions reinvested
       and no initial sales charge or contingent deferred sales charge.
(e)  Had the Adviser not waived or reimbursed a portion of expenses total return would have been reduced.
(f)  Not annualized.
(g)  Annualized.
</TABLE>

Further  performance  information is contained in  the  Fund's  Annual
Report  to shareholders, which is obtainable free of charge by calling
1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks long-term growth by investing primarily in global equities.

HOW THE FUND PURSUES ITS OBJECTIVE

The Fund has a flexible policy of investing in equity and debt
securities of companies and governments of any nation.

Except for temporary defensive purposes, the Fund will invest at least
65% of its total assets in equity securities, for example common and
preferred stocks or convertible debt, and at any time in issuers in at
least three countries including the United States.

Foreign Investments.  The Fund may invest without limit in securities
traded outside of the U.S.  Foreign securities will subject the Fund
to special considerations related to political, economic and legal
conditions outside of the U.S.  These considerations include the
possibility of unfavorable currency exchange rates, exchange control
regulations (including currency blockage), expropriation,
nationalization, withholding taxes on income and difficulties in
enforcing judgments.  Foreign securities may be less liquid and more
volatile than comparable U.S. securities.  Some foreign issuers are
subject to less comprehensive accounting and disclosure requirements
than similar U.S. issuers.

The Fund may purchase foreign currencies on a spot or forward basis in
conjunction with its investments in foreign securities and to hedge
against fluctuations in foreign currencies.  The precise matching of
foreign currency exchange transactions and portfolio securities will
not generally be possible since the future value of such securities in
foreign currencies will change as a consequence of market movements
which cannot be precisely forecast.  Currency hedging does not
eliminate fluctuations in the underlying prices of securities, but
rather establishes a rate of exchange at some future point in time.
Although hedging may lessen the risk of loss due to a decline in the
value of the hedged currency, it tends to limit potential gain from
increases in currency values.

Transactions in foreign securities include currency conversion costs.
Brokerage and custodial costs may be higher for foreign securities
than for U.S. securities.  See "Foreign Securities" and "Foreign
Currency Transactions" in the Statement of Additional Information for
more information about foreign investments.

Futures.  The Fund may purchase and sell futures contracts and options
on futures contracts for hedging purposes.  A futures contract creates
an obligation by the seller to deliver and the buyer to take delivery
of a type of instrument at the time and in the amount specified in the
contract.  Although a futures contract calls for the delivery (or
acceptance) of a specified instrument, a futures contract is usually
closed out before the settlement date through the purchase (sale) of a
comparable contract.  If the price of the initial sale of the futures
contract exceeds (or is less than) the price of the offsetting
purchase, a gain (or loss) will be realized.  Options on futures
contracts operate in a similar manner to options on securities, except
that the position assumed upon exercise is in the futures contracts
rather than in the security.  The Fund may not purchase or sell
futures contracts or purchase related options if immediately
thereafter the sum of the amount of deposits for initial margin or
premiums on existing futures and related options positions would
exceed 5% of the market value of the Fund's total assets.
Transactions in futures and related options involve the risk of (1)
imperfect correlation between the price movement of the contracts and
the underlying securities, (2) significant price movements in one but
not the other market because of different trading hours, (3) the
possible absence of a liquid secondary market at any point in time,
and (4) if the Adviser's prediction on rates or stock market movements
is inaccurate, the Fund may be worse off than if it had not hedged.

Debt Securities.  The Fund may invest in debt securities including
U.S. and foreign government securities and corporate debt securities,
including Samurai and Yankee bonds, Eurobonds and Depository Receipts.
The Fund will limit its purchases of debt securities to investment
grade obligations (rated Baa or better by Moody's or similarly rated
by other rating services) or non-rated debt obligations that the
Adviser considers to be of comparable quality.  Securities rated
BBB/Baa and similar unrated securities have some speculative
characteristics.  See Appendix I to the Statement of Additional
Information for a description of the ratings.  The market values of
debt securities will fluctuate with changing interest rates and will
affect the Fund's net asset value per share.

Investing in Other Investment Companies.  The Fund may invest in
closed-end investment companies commonly referred to as "country
funds".  The Fund's investment in other investment companies is
limited in amount by the Investment Company Act of 1940, and will
involve the indirect payment of a portion of the expenses, including
advisory fees, of such other investment companies.

Small Companies.  The Fund may invest in smaller, less well
established companies which may offer greater opportunities for
capital appreciation than larger, better established companies, but
may also involve certain special risks related to limited product
lines, markets or financial resources and dependence on a small
management group.  Their securities trade less frequently, in smaller
volumes and fluctuate more sharply in value than exchange listed
securities of larger companies.

Other Investment Practices.  The Fund may engage in the following
investment practices, some of which are described in more detail in
the Statement of Additional Information.

The Fund may invest temporarily available cash in certificates of
deposit, bankers' acceptances, high quality commercial paper, treasury
bills and repurchase agreements.  Under a repurchase agreement,  the
Fund buys a security from a bank or dealer, which is obligated to buy
it back at a fixed price and time.  The security is held in a separate
account at the Fund's custodian and, constitutes the Fund's collateral
for the bank's or dealer's repurchase obligation.  Additional
collateral may be added so that the obligation will at all times be
fully collaterialzed.   However, if the bank or dealer defaults or
enters bankruptcy, the Fund may experience costs and delays in
liquidating the collateral  and may experience a loss if it is unable
to demonstrate its right to the collateral in a bankruptcy proceeding.
Not more than 10% of the Fund's total assets will be invested in
repurchase agreements maturing in more than 7 days and other illiquid
assets.

In periods of unusual market conditions, when the Adviser considers it
appropriate, the Fund may invest all or any part of the Fund's assets
in cash, U.S. government securities, high quality commercial paper,
bankers' acceptances, repurchase agreements and certificates of
deposit.

The Fund may sell securities short against the box but will not do so
if, as a result, more than 15% of its total assets is committed as
collateral.

The Statement of Additional Information describes other investment
techniques that the Fund may use, but currently has no intention in
the foreseeable future of using.

Other.  The Fund may not always achieve its investment objective.  The
Fund's investment objective and non-fundamental policies may be
changed without shareholder approval.  The Fund will notify investors
at least 30 days prior to any material change in the Fund's investment
objective.  If there is a change in the investment objective,
shareholders should consider whether the Fund remains an appropriate
investment in light of their current financial position and needs.
Shareholders may incur a contingent deferred sales charge if shares
are redeemed in response to a change in objective.  The Fund's
fundamental policies listed in the Statement of Additional Information
cannot be changed without the approval of a majority of the Fund's
outstanding voting securities.  Additional information concerning
certain of the securities and investment techniques described above is
contained in the Statement of Additional Information.

HOW THE FUND MEASURES ITS PERFORMANCE

Performance may be quoted in sales literature and advertisements.
Each Class's average annual total returns are calculated in accordance
with the Securities and Exchange Commission's formula, and assume the
reinvestment of all distributions, the maximum initial sales charge of
5.75% on Class A shares and the contingent deferred sales charge
applicable to the time period quoted on Class B shares.  Other total
returns differ from average annual total return only in that they may
relate to different time periods, represent aggregate as opposed to
average annual total return, and may not reflect the initial or
contingent deferred sales charges.

Each Class's yield, which differs from total return because it does
not consider changes in net asset value, is calculated in accordance
with the Securities and Exchange Commission's formula.  Each Class's
distribution rate is calculated by dividing the most recent month's
distributions, annualized, by the maximum offering price of that
Class, at the end of the period.  Each Class's performance may be
compared to various indices.  Quotations from various publications may
be included in sales literature and advertisements.  See "Performance
Measures" in the Statement of Additional Information for more
information.

All performance information is historical and does not predict future
results.

HOW THE FUND IS MANAGED

The Trustees formulate the Fund's general policies and oversee the
Fund's affairs as conducted by the Adviser.

The Adviser is a subsidiary of The Colonial Group, Inc.  Colonial
Investment Services, Inc. (Distributor) is a subsidiary of the Adviser
and serves as the distributor for the Fund's shares. The Colonial
Group, Inc. is the parent of Colonial Investors Service Center, Inc.
(Transfer Agent), which serves as the shareholder services and
transfer agent for the Fund.  The Colonial Group, Inc. is a direct
subsidiary of Liberty Financial Companies, Inc. which in turn is an
indirect subsidiary of Liberty Mutual Insurance Company (Liberty
Mutual).  Liberty Mutual is considered to be the controlling entity of
The Colonial Group, Inc.  Liberty Mutual is an underwriter of worker's
compensation insurance and a property and casualty insurer in the U.S.

The Adviser furnishes the Fund with investment management, accounting
and administrative personnel and services, office space and other
equipment and services at the Adviser's expense.  For these services,
the Fund paid the Adviser 0.39% of the Fund's average net assets for
fiscal year 1994.

Daniel Rie, Senior Vice President and Director of the Adviser, has co-
managed the Fund since June, 1995 and has managed various other
Colonial equity funds since 1986.

Susan Cordes, Vice President of the Adviser, has co-managed the Fund
since June, 1995 and has managed various other Colonial equity funds
since 1993.  Prior to 1993, Ms. Cordes was an Analyst and Assistant
Vice President of the Adviser.  Prior to joining the Adviser in 1990,
Ms. Cordes was a Financial Analyst at CSI Resources, Inc.

Peter Wiley, Assistant Vice President of the Adviser, has co-managed
the Fund since June, 1995.  Prior to co-managing the Fund, Mr. Wiley
was an Equity Research Analyst of the Adviser.  Prior to joining the
Adviser in 1992, Mr. Wiley was an Analyst at State Street Bank and
Trust Company and an assistant technical staff member of the MIT
Lincoln Laboratory.

The Adviser also provides pricing and bookkeeping services to the Fund
for a monthly fee of $2,250 plus a percentage of the Fund's average
net assets over $50 million.  The Transfer Agent provides transfer
agency and shareholder services to the Fund for a fee of 0.25%
annually of average net assets plus out-of-pocket expenses.

Each of the foregoing fees is subject to any reimbursement or fee
waiver to which the Adviser may agree.

The Adviser places all orders for the purchase and sale of portfolio
securities.  In selecting broker-dealers, the Adviser may consider
research and brokerage services furnished to it and its affiliates.
Subject to seeking best execution, the Adviser may consider sales of
shares of the Fund (and of certain other Colonial funds) in selecting
broker-dealers for portfolio security transactions.

HOW THE FUND VALUES ITS SHARES

Per share net asset value is calculated by dividing the total value of
each Class's net assets by its number of outstanding shares.  Shares
are valued as of the close of the New York Stock Exchange (Exchange)
each day the Exchange is open.  Portfolio securities for which market
quotations are readily available are valued at market.  Short-term
investments maturing in 60 days or less are valued at amortized cost,
when it is determined, pursuant to procedures adopted by the Trustees,
that such cost approximates market value.  All other securities and
assets are valued at fair value following procedures adopted by the
Trustees.

DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code and to distribute to shareholders virtually
all net income and any net realized gain at least annually.

The Fund generally declares and pays distributions semi-annually.
Distributions are invested in additional shares of the same Class of
the Fund at net asset value unless the shareholder elects to receive
cash.  Regardless of the shareholder's election, distributions of $10
or less will not be paid in cash but will be invested in additional
shares of the same Class of the Fund at the net asset value.  To
change your election, call the Transfer Agent for information.

Whether you receive distributions in cash or in additional Fund
shares, you must report them as taxable income unless you are a tax-
exempt institution.  If you buy shares shortly before a distribution
is declared, the distribution will be taxable although it is in effect
a partial return of the amount invested.  Each January, information on
the amount and nature of distributions for the prior year is sent to
shareholders.

HOW TO BUY SHARES

Shares are offered continuously.  Orders received in good form prior
to 4:00 p.m. Eastern time (or placed with a financial service firm
before such time and transmitted by the financial service firm before
the Fund processes that day's share transactions) will be processed
based on that day's closing net asset value, plus any applicable
initial sales charge.

The minimum initial investment is $1,000; subsequent investments may
be as small as $50.  The minimum initial investment for the Colonial
Fundamatic program is $50 and the minimum initial investment for the
Colonial retirement account is $25.  Certificates will not be issued
for Class B shares and there are some limitations on the issuance of
Class A certificates.  The Fund may refuse any purchase order for its
shares.  See the Statement of Additional Information for more
information.

Class A Shares.  Class A shares are offered at net asset value plus an
initial or contingent deferred sales charge as follows:

                                _____Initial Sales Charge______
                                                    Retained by
                                                      Financial
                                                        Service
                                                        Firm as
                                 _____as % of______      % of
                                 Amount     Offering   Offering
                                Invested      Price     Price
                                                        
Less than $50,000                 6.10%       5.75%     5.00%
$50,000 to less than $100,000     4.71%       4.50%     3.75%
$100,000 to less than $250,000    3.63%       3.50%     2.75%
$250,000 to less than $500,000    2.56%       2.50%     2.00%
$500,000 to less than $1,000,000  2.04%       2.00%     1.75%
$1,000,000 or more                0.00%       0.00%     0.00%

On purchases of $1 million or more, the Distributor pays the financial
service firm a cumulative commission as follows:

Amount Purchased                           Commission
                                                
First $3,000,000                             1.00%
Next $2,000,000                              0.50%
Over $5,000,000                              0.25%(1)

(1)  Paid over 12 months but only to the extent the shares remain
     outstanding.

Purchases of $1 million to $5 million are subject to a 1.00%
contingent deferred sales charge payable to the Distributor on
redemptions within 18 months from the first day of the month following
the purchase.  The contingent deferred sales charge does not apply to
the excess of any purchase over $5 million.

Class A shares bear a 0.25% annual service fee.

Class B Shares.  Class B shares are offered at net asset value,
without an initial sales charge, subject to a 0.75% annual
distribution fee for approximately 8 years (at which time they convert
to Class A shares not bearing distribution fee), a 0.25% annual
service fee and a contingent deferred sales charge if redeemed within
6 years after purchase.  As shown below, the amount of the contingent
deferred sales depends on the number of years after purchase that the
redemption occurs:

            Years                    Contingent Deferred
        Since Purchase                  Sales Charge
                                              
            0 - 1                           5.00%
            1 - 2                           4.00%
            2 - 3                           3.00%
            3 - 4                           3.00%
            4 - 5                           2.00%
            5 - 6                           1.00%
         More than 6                        0.00%

Year one ends one year after the end of the month in which the
purchase was accepted and so on.  The Distributor pays financial
service firms a commission of 4.00% on Class B share purchases.

General.  All contingent deferred sales charges are deducted from the
redemption, not the amount remaining in the account, and are paid to
the Distributor.  Shares issued upon distribution reinvestment are not
subject to a contingent deferred sales charge.  The contingent
deferred sales charge is imposed on redemptions which result in the
account value falling below its Base Amount (the total dollar value of
purchase payments in the account reduced by prior redemptions on which
a contingent deferred sales charge was paid and any exempt
redemptions). See the Statement of Additional Information for more
information.

Which Class is more beneficial to an investor depends on the amount
and intended length of the investment.  Large investments, qualifying
for a reduced Class A sales charge, avoid the distribution fee.
Investments in Class B shares have 100% of the purchase invested
immediately.  Purchases of $250,000 or more must be for Class A
shares.  Consult your financial service firm.

Financial service firms may receive different compensation rates for
selling different classes of shares.  The Distributor may pay
additional compensation to financial service firms which have made or
may make significant sales.  Initial or contingent deferred sales
charges may be reduced or eliminated for certain persons or
organizations purchasing Fund shares alone or in combination with
certain other Colonial Funds.  See the Statement of Additional
Information for more information.

Shareholder Services.  A variety of shareholder services are
available.  For more information about these services or your account,
call 1-800-345-6611.  Some services are described in the attached
account application.  A shareholder's manual explaining all available
services will be provided upon request.

HOW TO SELL SHARES

Shares may be sold on any day the Exchange is open, either directly to
the Fund or through your financial service firm.  Sale proceeds
generally are sent within seven days (usually on the next business day
after your request is received in good form).  However, for shares
recently purchased by check, the Fund will send proceeds as soon as
the check has cleared (which may take up to 15 days).

Selling Shares Directly to the Fund.  Send a signed letter of
instruction or stock power form to the Transfer Agent, along with any
certificates for shares to be sold.  The sale price is the net asset
value (less any applicable contingent deferred sales charge) next
calculated after the Fund receives the request in proper form.
Signatures must be guaranteed by a bank, a member firm of a national
stock exchange or another eligible guarantor institution.  Stock power
forms are available from financial service firms, the Transfer Agent
and many banks.  Additional documentation is required for sales by
corporations, agents, fiduciaries, surviving joint owners and
individual retirement account holders.  For details contact:

                Colonial Investors Service Center, Inc.
                             P.O. Box 1722
                        Boston, MA  02105-1722
                            1-800-345-6611
                                   
Selling Shares Through Financial Service Firms.  Financial service
firms must receive requests before 4:00 p.m. Eastern time to receive
that day's price, are responsible for furnishing all necessary
documentation to the Transfer Agent and may charge for this service.

General.  The sale of shares is a taxable transaction for federal tax
purposes and may be subject to a contingent deferred sales charge.
The contingent deferred sales charge may be waived under certain
circumstances.  See the Statement of Additional Information for more
information.  Under unusual circumstances, the Fund may suspend
repurchases or postpone payment for up to seven days or longer, as
permitted by federal securities law.

In June of any year, the Fund may deduct $10 (payable to the Transfer
Agent) from accounts valued at less than $1,000 unless the account
value has dropped below $1,000 solely as a result of share value
depreciation.  Shareholders will receive 60 days' written notice to
increase the account value before the fee is deducted.

HOW TO EXCHANGE SHARES

Exchanges at net asset value may be made among the same class of
shares of most Colonial funds.  Shares will continue to age without
regard to the exchange for purposes of conversion and determining the
contingent deferred sales charge, if any, upon redemption.  Carefully
read the prospectus of the fund into which the exchange will go before
submitting the request.  Call 1-800-248-2828 to receive a prospectus
and an exchange authorization form.  Call 1-800-422-3737 to exchange
shares by telephone.  An exchange is a taxable capital transaction.
The exchange service may be changed, suspended or eliminated on 60
days' written notice.

Class A Shares.  An exchange from a money market fund into a non-money
market fund will be at the applicable offering price next determined
(including sales charge), except for amounts on which an initial sales
charge was paid.  Non-money market fund shares must be held for five
months before qualifying for exchange to a fund with a higher sales
charge, after which, exchanges are made at the net asset value next
determined.

Class B Shares.  Exchanges of Class B shares are not subject to the
contingent deferred sales charge.  However, if shares are redeemed
within six years after the original purchase, a contingent deferred
sales charge will be assessed using the schedule of the fund into
which the original investment was made.

TELEPHONE TRANSACTIONS

All shareholders and/or their financial advisers may redeem up to
$50,000 of Fund shares by telephone, and may elect telephone
redemption privileges for larger amounts on the account application.
All exchanges may be accomplished by telephone.  See the Statement of
Additional Information for more information.  The Adviser, the
Transfer Agent and the Fund will not be liable when following
telephone instructions reasonably believed to be genuine and a
shareholder may suffer a loss from unauthorized transactions.  The
Transfer Agent will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine.  Shareholders
and/or their financial advisers will be required to provide their
name, address and account number.  Financial advisers will also be
required to provide their broker number.  Proceeds and confirmations
of telephone transactions will be mailed or sent to the address of
record.  Telephone redemptions are not available on accounts with an
address change in the preceding 60 days.  All telephone transactions
are recorded.  Shareholders are not obligated to transact by
telephone.

12B-1 PLANS

Under 12b-1 Plans, the Fund pays the Distributor an annual service fee
of 0.25% of the Fund's average net assets attributed to each Class of
shares.  The Fund also pays the Distributor an annual distribution fee
of 0.75% of average net assets attributed to its Class B shares.
Because the Class B shares bear the additional distribution fee, their
dividends will be lower than the dividends of Class A shares.  Class B
shares automatically convert to Class A shares, approximately eight
years after the Class B shares were purchased.  The multiple class
structure could be terminated should certain Internal Revenue Service
rulings be rescinded.  See the Statement of Additional Information for
more information.  The Distributor uses the fees to defray the cost of
commissions and service fees paid to financial service firms which
have sold Fund shares, and to defray other expenses such as sales
literature, prospectus printing and distribution, shareholder
servicing costs and compensation to wholesalers.  Should the fees
under the Plans exceed the Distributor's expenses in any year, the
Distributor would realize a profit.  The Plans also authorize payments
to the Distributor and its affiliates (including the Adviser) which
may be construed to be indirect financing of sales of Fund shares.

ORGANIZATION AND HISTORY

The Trust is a Massachusetts business trust organized in 1986.  The
Fund represents the entire interest in a separate portfolio of the
Trust.

The Trust is not required to hold annual shareholder meetings, but
special meetings may be called for certain purposes.  You receive one
vote for each of your Fund shares.  Shares of the Trust vote together
except when required by law to vote separately by fund or by class.
Shareholders owning in the aggregate ten percent of Trust shares may
call meetings to consider removal of Trustees.  Under certain
circumstances, the Trust will provide information to assist
shareholders in calling such a meeting.  See the Statement of
Additional Information for more information.

Investment Adviser
Colonial Management Associates, Inc.
One Financial Center
Boston, MA  02111-2621

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA  02108-2624

Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA  02111-2621
1-800-345-6611

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624


Your financial service firm is:
  












Printed in U.S.A.
February 28, 1995, Revised June 16, 1995

COLONIAL GLOBAL

EQUITY FUND



PROSPECTUS





Colonial Global Equity Fund seeks long-term growth by investing
primarily in global equities.

For more detailed information about the Fund, call the Adviser at
1-800-248-2828 for the February 28, 1995 Statement of Additional
Information.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.


                    Colonial Mutual Funds
_________________________________________________________________
Please send your completed application to:
                              
                    Colonial Mutual Funds
                        P.O. Box 1722
              Boston, Massachusetts 02105-1722

New Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 8.
To apply for special services for a new or existing account,
complete sections 4, 5, 6, 7, or 9 as appropriate.

___ Please check here if this is a revision.

1-----------Account Ownership--------------
Please choose one of the following.

__Individual:  Print your name, Social Security #, U.S.
citizen status.

__Joint Tenant:  Print all names, the Social Security # for
the first person, and his/her U.S. citizen status.

__Uniform Gift to Minors: Name of custodian and minor,
minor's Social Security #, minor's U.S. citizen status.

__Corporation, Association, Partnership: Include full name,
Taxpayer I.D. #.

__Trust: Name of trustee, trust title & date, and trust's
Taxpayer I.D. #.

______________________________________
Name of account owner

______________________________________
Name of joint account owner

______________________________________
Street address

______________________________________
Street address

______________________________________
City, State, and Zip

______________________________________
Daytime phone number

______________________________________
Social Security  # or Taxpayer I.D. #

Are you a U.S. citizen?  Yes___    No___

______________________________________
If no, country of permanent residence


______________________________________
Owner's date of birth

______________________________________
Account number (if existing account)

2 -----Colonial Fund(s) You Are Purchasing--------

Your investment will be made in Class A shares if no class
is indicated.  Certificates are not available for Class B shares.
If no distribution option is selected,
distributions will be reinvested in additional Fund shares.
Please consult your financial adviser to determine which
class of shares best suits your needs.

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

3---Your Signature & Taxpayer I.D. Number Certification----

Each person signing on behalf of an entity represents that
his/her actions are authorized.

I have received and read each appropriate Fund prospectus
and understand that its terms are incorporated by reference
into this application.  I understand that this application
is subject to acceptance. I understand that certain
redemptions may be subject to a contingent deferred sales
charge.  I certify, under penalties of perjury, that:

1.  The Social Security # or Taxpayer  I.D. # provided is
correct.
Cross out 2(a) or 2(b) if either is not true in your case.

2.  I am not subject to 31% backup withholding because (a) I
have not been notified that I am subject to backup
withholding or (b) the Internal Revenue Service has notified
me that I am no longer subject to backup withholding.

It is agreed that the Fund, all Colonial companies and their
officers, directors, agents, and employees will not be
liable for any loss, liability, damage, or expense for
relying upon this application or any instruction believed
genuine.

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

4--------Ways to Withdraw from Your Fund-------

It may take up to 30 days to activate the following
features. Complete only the section(s) that apply to the
features you would like.

A. Systematic Withdrawal Plan (SWP)
You can receive monthly, quarterly, or semiannual checks
from your account in any amount you select, with certain
limitations. Your redemption checks can be sent to you at
the address of record for your account, to your bank
account, or to another person you choose. The value of the
shares in your account must be at least $5,000 and you must
reinvest all of your distributions. Checks will be processed
on the 10th calendar day of the month or the following
business day.  Withdrawals in excess of 12% annually of your
current account value will not be accepted. Redemptions made
in addition to Plan payments may be subject to a contingent
deferred sales charge for Class B shares. Please
consult your financial or tax adviser before electing this
option.

Funds for Withdrawal:

______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).

______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).
______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).

Payment Instructions
Send the payment to (choose one):
__My address of record.
__My bank account via Colonial Cash Connection. Please
complete Section 4B and the Bank Information section below.
__The payee listed at right.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State                    Zip

______________________________________________
Payee's bank account number, if applicable

X_____________________________________________
Signature of account owner(s)

X_____________________________________________
Signature of account owner(s)

Signatures of all owners must be guaranteed. Provide the
name, address, payment amount, and frequency for other
payees (maximum of 5) on a separate sheet.

B.  Direct Deposit via Colonial Cash Connection
You can arrange to have distributions from your Colonial
fund account(s) or Systematic Withdrawal Plan checks
automatically deposited directly into your bank checking
account. Distribution deposits will be made 2 days after the
Fund's payable date. Please complete Bank Information below
and attach a blank check marked "VOID."

Please deposit my:
__Dividend distributions only
__Dividend and capital gain distributions
__Systematic Withdrawal Plan payments

I understand that my bank must be a member of the Automated
Clearing House system.

C. Telephone Withdrawal Options

All telephone transaction calls are recorded. These options
are not available for retirement accounts.

1.  Fast Cash
You are automatically eligible for this service.  You or
your financial adviser can withdraw up to $50,000 from your
account and have it sent to your address on our records. For
your protection, this service is only available on accounts
that have not had an address change within
60 days of the redemption request.

2.  Telephone Redemption
__I would like the Telephone Redemption privilege.
You may withdraw shares from your fund account by telephone
and send your money to your bank account. If you are adding
this service to an existing account, complete the Bank
Information section below and have all shareholder
signatures guaranteed.

Colonial's and the Fund's liability is limited when
following telephone instructions; a shareholder may suffer a
loss from an unauthorized transaction reasonably believed by
Colonial to have been authorized.  Telephone redemptions
exceeding $5,000 will be sent via Federal Fund Wire, usually
on the next business day ($7.50 will be deducted).
Redemptions of $5,000 or less will be sent by check to your
designated bank.

Bank Information (For A, B, or C Above)
I authorize deposits to the following bank account:

____________________________________________________________
____
Bank name           City           Bank account number

____________________________________________________________
____
Bank street address State     Zip  Bank routing # (your bank
can provide this)


5-----Ways to Make Additional Investments--------
These services involve continuous investments regardless of
varying share prices. Please consider your ability to
continue purchases through periods of price fluctuations.
Dollar cost averaging does not assure a profit or protect
against loss in declining markets.

A. Automatic Dividend Diversification
Please diversify my portfolio by investing fund
distributions in another Colonial fund. These investments
will be made in the same share class and without sales
charges. I have carefully read the prospectus for the
fund(s) listed below.

____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

B. Automated Dollar Cost Averaging
This program allows you to automatically have money from any
Colonial fund in which you have a  balance of at least
$5,000 transferred into the same share class of up to four
other Colonial funds, on a monthly basis. The minimum amount
for each transfer is $100. Please complete the section
below.

____________________________________
Fund from which shares will be sold

$_________________________
 Amount to redeem monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly
____________________________________
Fund name

$_________________________
 Amount to invest monthly

C. Fundamatic
Fundamatic automatically transfers the specified amount from
your bank checking account to your Colonial fund account.
Your bank needs to be a member of the Automated Clearing
House system. Please attach a blank check marked "VOID."
Also, complete the section below and Fundamatic
Authorization (Section 6).

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month


____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

6 -------------Fundamatic Authorization--------------------
Authorization to honor checks drawn by Colonial Investors
Service Center, Inc.  Do Not Detach.  Make sure all depositors on
the bank account sign to the far right.  Please attach a
blank check marked "VOID" here.  See reverse for bank
instructions.

I authorize Colonial to draw on my bank account, by check or
electronic funds transfer, for an investment in a Colonial
fund. Colonial and my bank are not liable for any loss
arising from delays or dishonored draws. If a draw is not
honored, I understand that notice may not be given and
Colonial may reverse the purchase and charge my account $15.

______________________________________
Bank name

______________________________________
Bank street address

______________________________________
Bank street address

______________________________________
City            State          Zip

______________________________________
Bank account number

______________________________________
Bank routing #

X_____________________________________
 Depositor's Signature(s)
 Exactly as appears on bank records

X_____________________________________
 Depositor's Signature(s)
 Exactly as appears on bank records

7--Ways to Reduce Your Sales Charges for Class A Shares--
These services can help you reduce your sales charge while
increasing your share balance over the long term.

A. Right of Accumulation
If you, your spouse or your children own Class A, B or D
shares in other Colonial funds, you may be eligible for a
reduced sales charge. The combined value of your accounts
must be $50,000 or more. Class A shares of money market
funds are not eligible unless purchased by exchange from
another Colonial fund.

The sales charge for your purchase will be based on the sum
of the purchase added to the value of all shares in other
Colonial funds at the previous day's public offering price.

__Please link the accounts listed below for Right of
Accumulation privileges, so that this and future purchases
will receive any discount for which they are eligible.

_____________________________________
Name on account

_____________________________________
Account number

_____________________________________
Name on account

_____________________________________
Account number

B. Statement of Intent
If you agree in advance to invest at least $50,000 within 13
months, you'll pay a lower sales charge on every dollar you
invest. If you sign a Statement of Intent within 90 days
after you establish your account, you can receive a
retroactive discount on prior investments.  The amount
required to receive a discount varies by fund; see the sales
charge table in the "How to Buy Shares" section of your fund
prospectus.

__I want to reduce my sales charge.
I agree to invest $ _______________
over a 13-month period starting ______/______/ 19______ (not
more than 90 days prior to this application). I understand
an additional sales charge must be paid if I do not complete
this Statement of Intent.

8-------------Financial Service Firm---------------------
To be completed by a Representative of your financial
service firm.

This application is submitted in accordance with our selling
agreement with Colonial Investment Services, Inc. (CISI), the
Fund's prospectus, and this application. We will notify CISI
of any purchase made under a Statement of Intent, Right of
Accumulation, or Sponsored Arrangement.  We guarantee the
signatures on this application and the legal capacity of the
signers.

_____________________________________
Representative's name

_____________________________________
Representative's number

_____________________________________
Representative's phone number

_____________________________________
Account # for client at financial
 service firm

_____________________________________
Branch office address

_____________________________________
City

_____________________________________
State               Zip

_____________________________________
Branch office number

_____________________________________
Name of financial service firm

_____________________________________
Main office address

_____________________________________
Main office address

_____________________________________
City

_____________________________________
State               Zip


X____________________________________
 Authorized signature

9--Request for a Combined Quarterly Statement Mailing--
Colonial can mail all of your quarterly statements in one
envelope. This option simplifies your record keeping and
helps reduce fund expenses.

__I want to receive a combined quarterly mailing for all my
accounts.

Fundamatic (See Reverse Side)
Applications must be received before the start date for
processing.

This program's deposit privilege can be revoked by Colonial
without prior notice if any check is not paid upon
presentation. Colonial has no obligation to notify the
shareholder of non-payment of any draw. This program may be
discontinued by Colonial by written notice at least 30
business days prior to the due date of any draw or by the
shareholder at any time.

To the Bank Named on the Reverse Side:

Your depositor has authorized Colonial Investors Service
Center, Inc. to collect amounts due under an investment program
from his/her personal checking account. When you pay and
charge the draws to the account of your depositor executing
the authorization payable to the order of Colonial Investors
Service Center, Inc., Colonial Management Associates, Inc., hereby
indemnifies and holds you harmless from any loss (including
reasonable expenses) you may suffer from honoring such draw,
except any losses due to your payment of any draw against
insufficient funds.

D-461L-594




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