COLONIAL TRUST III
497, 1996-04-17
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                    COLONIAL GLOBAL UTILITIES FUND

           Supplement to Prospectus dated February 28, 1996

On April 1, 1996, Robert A. Christensen, who served as co-manager of
the Portfolio, retired from his position as Senior Vice President of
the Adviser and Portfolio Manager of the Portfolio.

The second paragraph under the caption How the Fund and the Portfolio
are Managed has been revised in its entirety as follows:

Ophelia L. Barsketis, Senior Vice President and Senior International
Analyst of the Adviser, has co-managed the Portfolio since September
1993.  Ms. Barsketis joined the Adviser in 1983 and progressed through
a variety of equity analyst positions before assuming her current
responsibilities.  Deborah A. Lee, Vice President and Senior Research
Analyst for global and domestic equities and global economic
forecasting for the Adviser, has co-managed the Portfolio since April
1996.  After joining the Adviser in 1987, Ms. Lee served as an
associate economist until 1992 when she was named senior economist.
In 1993, she became a Vice President of the Adviser.  Ms. Lee left the
Adviser in January 1995 and returned to her position as Vice President
in March 1996.  From June 5, 1995 through June 30, 1995, Ms. Lee was a
Senior Equity Research Analyst for BancOne Investment Advisers
Corporation.

GU-050C-0496                                         April 17, 1996





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