COLONIAL TRUST III
N-30D, 1996-07-05
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<PAGE>
                 [COLONIAL INTERNATIONAL FUND FOR GROWTH COVER]

                               ------------------
                                    COLONIAL
                                  INTERNATIONAL
                                 FUND FOR GROWTH
                               ------------------

                                SEMIANNUAL REPORT
                                 APRIL 30, 1996

<PAGE>
                     COLONIAL INTERNATIONAL FUND FOR GROWTH
                                   HIGHLIGHTS
                        NOVEMBER 1, 1995 - APRIL 30, 1996

INVESTMENT OBJECTIVE: Colonial International Fund for Growth seeks long-term
growth by investing primarily in non-U.S. equities.

THE FUND IS DESIGNED TO OFFER:

  -   Long-term growth potential
  -   Worldwide diversification
  -   Experienced professional management

PORTFOLIO MANAGEMENT COMMENTARY: "For the last six months, we have been
restructuring the portfolio to be in line with our global economic outlook. We
believe we now have a portfolio that is well-positioned to take advantage of the
growing opportunities in foreign markets."

               COLONIAL INTERNATIONAL FUND FOR GROWTH PERFORMANCE

<TABLE>
<CAPTION>
                                          CLASS A   CLASS B  CLASS D
Inception dates                           12/1/93   12/1/93  7/1/94
- --------------------------------------------------------------------
<S>                                       <C>       <C>      <C>
Total returns, assuming
reinvestment of all distributions
and no sales charge or contingent
deferred sales charge (CDSC) --
6 months                                  10.04%      9.56%    9.62%
                                         --------------------------
Net asset value per share at 4/30/96     $10.74     $10.54   $10.60
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE COUNTRIES*                        TOP FIVE HOLDINGS*
(as of 4/30/96)                            (as of 4/30/96)
- --------------------------------------     -------------------------------------
<S>                                        <C>
 1.Matsushita Electric .......   2.08%      1. Japan .................    25.22%
 2.Inchcape ..................   1.92%      2. France ................     5.66%
 3.Mori Seiki ................   1.91%      3. Finland ...............     5.56%
 4.Bladex ....................   1.89%      4. United Kingdom ........     5.49%
 5.Mitsui Marine & Fire ......   1.87%      5. Germany ...............     5.32%
</TABLE>

* Holdings and country breakdown are based on net assets. Because the Fund is
actively managed, holdings and country breakdown will change.

                                        2

<PAGE>
                               PRESIDENT'S MESSAGE
                              TO FUND SHAREHOLDERS

[PHOTO HAROLD W. COGGER]

I am pleased to present your Fund's semiannual report for the period ended April
30, 1996. First, however, I would like to extend my thanks to President John A.
McNeice, Jr., who has retired 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 am directing 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 semiannual report is a good time to reflect on market
conditions and the performance of your Fund during the past 6 months. Falling
interest rates and minimal inflation helped the economy grow at a comfortable
pace throughout 1995 and created a positive environment for financial
investments. The stock market received additional impetus from strong growth of
corporate profits.

While there may be some current market volatility, we expect moderate growth and
low inflation to continue and believe that reductions in interest rates may take
place later in the year. Earnings should continue to make progress but at a
slower pace than in 1995. Opportunities are not confined to the U.S., as we
anticipate growth in certain foreign markets. 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.

With over 12 years of service at Colonial and more than 25 years in the
industry, 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 about your Colonial investment. We
appreciate the opportunity to help you meet your investment goals.

Respectfully,

/s/ Harold W. Cogger
- --------------------
Harold W. Cogger
President
June 14, 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

BRUNO BERTOCCI and DAVID HARRIS are portfolio managers of Colonial International
Fund for Growth. They are vice presidents of Colonial Management Associates,
Inc. and are jointly employed by Stein Roe Global Capital Management.

Q. BRUNO, PLEASE DESCRIBE YOUR INVESTMENT PHILOSOPHY IN MANAGING INTERNATIONAL
STOCKS.

B.B. We tend to be value-oriented investors, although we find that definition a
little narrow. Our view is that world markets are comprised of companies that
compete either globally or locally. This basic distinction is central to the way
we manage the Fund. We have found that half the world's listed companies compete
globally, and therefore, should be evaluated based on their success within their
industry. The remaining companies compete in their local markets, and require a
more traditional country focus. Within both groups we seek stocks that are
attractively priced and offer room for growth.

Q. DAVID, WHAT IS AN EXAMPLE OF A "GLOBAL" STOCK IN THE FUND'S PORTFOLIO?

D.H. SSAB, based in Sweden, is a good example. SSAB is a large producer of
carbon steel. Most of its sales are generated outside of its home market of
Sweden. Since steel is a globally traded commodity, pricing is made in dollars.
Therefore, the factors that influence SSAB's revenues, earnings, and ultimately
share price tend to be driven by global industry conditions of supply, demand
and prices, rather than local conditions pertaining to the Swedish market.

Q. HOW ABOUT A "LOCAL" STOCK HOLDING?

D.H. Property development, construction and utility companies are generally
local industries. These are industries that are typically influenced by local
market factors. Samchully, a Korean distributor of natural gas, would be an
example. Samchully's rates are regulated by the South Korean Government. All of
its customers are in South Korea. Perhaps the most important local factor for
Samchully is that Koreans are improving their air quality by shifting to
clean-burning natural gas for cooking fuel and home heating.

                                       4

<PAGE>
Q. DOES YOUR STRATEGY DIFFER FROM THE WAY THE FUND WAS PREVIOUSLY MANAGED?

D.H. Yes, it is a complete departure from the way the Fund was previously
managed. We have spent most of the past six months restructuring the portfolio
to be more in line with our style and global economic outlook. This meant
replacing 95% of existing holdings. Specifically, we increased our weighting in
the technologies, capital equipment and materials sectors. We decreased our
exposure to the finance and utilities sectors. Geographically, we reduced the
Fund's position in the United Kingdom and added to holdings in Scandinavia,
Southeast Asia and Latin America. And finally, we eliminated hedging from the
portfolio, because we believe it is inefficient to hedge currencies with
consistency.

Q. HOW WILL THESE CHANGES BENEFIT THE FUND GOING FORWARD?

B.B. Although the changes during the period have been dramatic, we believe we
now have a portfolio that is well-positioned to take advantage of growing
opportunities in foreign markets. Our target holding period for stocks is
typically 18 to 36 months, so we expect portfolio turnover to be much lower in
the coming year.

Q. HOW DID THE FUND PERFORM COMPARED TO THE INDEX USED TO EVALUATE ITS
PERFORMANCE?

D.H. For the six-month period ending April 30, 1996, the Fund's Class A shares
returned 10.04%, compared to 13.00% for the Morgan Stanley Capital International
Europe, Australia, Far East Index. In the four months that we have been managing
the Fund, however, it is up 6.24% vs. 5.88% for the Index. The extensive trading
activity required to restructure the portfolio lowered the Fund's returns for
the six-month period, but we believe the Fund is now more competitively
positioned.

Q. WHAT IS YOUR MARKET OUTLOOK?

B.B. Looking ahead, we believe that Europe will grow faster and Japan may grow
more slowly than most people believe. We see good opportunities in the rapidly
developing economies of Southeast Asia and selected opportunities in Latin
America. As a result of the restructuring, we anticipate better performance from
the Fund in the coming year.

                                        5

<PAGE>
       COLONIAL INTERNATIONAL FUND FOR GROWTH'S INVESTMENT PERFORMANCE VS.
            THE MORGAN STANLEY CAPITAL INTERNATIONAL EAFE (GDP) INDEX
        Change in Value of $10,000 from 12/93 - 4/96 Based on NAV and MOP

                                 CLASS A SHARES

<TABLE>
<CAPTION>
CIFFG Class A             NAV             MOP             EAFE
- -------------           ------          ------          --------
<S>                     <C>             <C>             <C>
12/1/93                 10,000          9,425           10,000
12/93                   10,530          9,925           10,703.38
 1/94                   10,990         10,358           11,521.81
 2/94                   10,670         10,056           11,458.56
 3/94                   10,040          9,463           11,294.03
 4/94                   10,270          9,679           11,864.54
 5/94                   10,270          9,679           11,592.25
 6/94                   10,060          9,482           11,587.12
 7/94                   10,350          9,755           11,856.18
 8/94                   10,690         10,075           12,057.01
 9/94                   10,350          9,755           11,633.16
10/94                   10,370          9,774           11,986.69
11/94                    9,900          9,331           11,452.48
12/94                    9,730          9,171           11,539.34
 1/95                    9,100          8,577           11,243.74
 2/95                    8,950          8,435           11,230.98
 3/95                    9,010          8,492           11,739.60
 4/95                    9,240          8,709           12,264.39
 5/95                    9,290          8,756           12,145.83
 6/95                    9,220          8,690           12,010.30
 7/95                    9,770          9,208           12,795.33
 8/95                    9,780          9,218           12,260.96
 9/95                    9,890          9,321           12,406.44
10/95                    9,760          9,199           12,046.82
11/95                    9,850          9,284           12,300.68
12/95                   10,100          9,519           12,827.05
 1/96                   10,070          9,491           12,990.05
 2/96                   10,040          9,463           13,028.81
 3/96                   10,260          9,670           13,201.52
 4/96                   10,740         10,122           13,612.64
</TABLE>



                                 CLASS B SHARES

<TABLE>
<CAPTION>
  Class B                NAV             CDSC             EAFE
- -------------           ------          ------          --------
<S>                     <C>             <C>             <C>
12/1/93                 10,000         10,000           10,000
12/93                   10,530         10,530           10,703.38
 1/94                   10,980         10,980           11,521.81
 2/94                   10,650         10,650           11,458.56
 3/94                   10,020         10,020           11,294.03
 4/94                   10,240         10,240           11,864.54
 5/94                   10,230         10,230           11,592.25
 6/94                   10,020         10,020           11,587.12
 7/94                   10,290         10,290           11,856.18
 8/94                   10,630         10,630           12,057.01
 9/94                   10,280         10,280           11,633.16
10/94                   10,300         10,300           11,986.69
11/94                    9,830          9,830           11,452.48
12/94                    9,650          9,650           11,539.34
 1/95                    9,020          9,020           11,243.74
 2/95                    8,860          8,860           11,230.98
 3/95                    8,920          8,920           11,739.60
 4/95                    9,140          9,140           12,264.39
 5/95                    9,190          9,190           12,145.83
 6/95                    9,120          9,120           12,010.30
 7/95                    9,650          9,650           12,795.33
 8/95                    9,650          9,650           12,260.96
 9/95                    9,760          9,760           12,406.44
10/95                    9,620          9,620           12,046.82
11/95                    9,710          9,710           12,300.68
12/95                    9,940          9,940           12,827.05
 1/96                    9,900          9,900           12,990.05
 2/96                    9,870          9,870           13,028.81
 3/96                   10,080         10,080           13,201.52
 4/96                   10,540         10,240           13,612.64
</TABLE>




A $10,000 investment in Class D shares made on July 1, 1994 (inception), at net
asset value (NAV) would have been valued at $10,537 at 4/30/96. The same
investment after deducting the applicable contingent deferred sales charge
(CDSC) would have grown to $10,431on 4/30/96.

                          AVERAGE ANNUAL TOTAL RETURNS
                     As of 3/31/96 (Most Recent Quarter End)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
                       CLASS A SHARES     CLASS B SHARES    CLASS D SHARES
INCEPTION                  12/1/93           12/1/93            7/1/94
                       NAV        MOP     NAV     w/CDSC    NAV    MOP w/CDSC
- -----------------------------------------------------------------------------
<S>                   <C>       <C>     <C>      <C>       <C>       <C>
1 YEAR                16.23%    9.55%   15.32%   10.32%    15.34%    13.19%
- -----------------------------------------------------------------------------
SINCE INCEPTION        3.00%    0.50%    2.20%    0.99%     2.89%     2.33%
- -----------------------------------------------------------------------------
</TABLE>

The Morgan Stanley Capital International EAFE (GDP) Index is an unmanaged index
that tracks the performance of international stocks. 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. Maximum offering price (MOP) return includes the maximum sales charge
of 5.75% for Class A shares and 1% for Class D shares. The CDSC return reflects
the maximum charge of 5% for one year and 3% since inception for Class B shares
and 1% for Class D shares.

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

                                        6

<PAGE>
                              INVESTMENT PORTFOLIO

                    APRIL 30, 1996 (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
         COMMON STOCKS - 98.4%                        COUNTRY   SHARES    VALUE
         -----------------------------------------------------------------------
<S>                                                     <C>     <C>       <C>
         AGRICULTURE, FORESTRY & FISHING - 0.5%                          
          AGRICULTURE - CROPS                                            
          Pt Chareon Pokphand Indonesia                 In        300     $  599
                                                                          ------
         -----------------------------------------------------------------------
         CONSTRUCTION - 3.2%                                             
          BUILDING CONSTRUCTION                                          
          Compagnie Generale des Eaux                   Fr         11      1,195
          IHC Caland N.V                                Ne         33      1,296
          Kaneshita Construction                        Ja         65        836
          Sino Thai Engineering & Construction                           
            Public Co., Ltd.                            Th         57        334
                                                                          ------
                                                                           3,661
                                                                          ------
                                                                         
         -----------------------------------------------------------------------
         FINANCE,  INSURANCE & REAL ESTATE - 19.3%                       
          DEPOSITORY INSTITUTIONS - 5.6%                                 
          Banco Latinoamericano                                          
            de Exportaciones  SA                        Po         39      2,160
          Generale de Banque SA                         Be          6      1,963
          International Bank of Asia                    HK      1,000        630
          Korea Exchange Bank                           Ko         99      1,611
                                                                          ------
                                                                           6,364
                                                                          ------
                                                                         
          HOLDING & OTHER INVESTMENT COMPANIES - 6.4%                    
          Amev NV                                       Ne         24      1,714
          Brierley Investments Ltd.                     NZ      2,100      1,975
          Fleming Russia Securities Fund (a)(b)         Ru        160      1,061
          Japan OTC Equity Fund, Inc. (b)               Ja          1      1,133
          ROC Taiwan Fund                               Tw        135      1,452
                                                                          ------
                                                                           7,335
                                                                          ------
                                                                         
          INSURANCE CARRIERS - 1.9%                                      
          Mitsui Marine & Fire Insurance Co.            Ja        253      2,137
                                                                          ------
                                                                         
          NONDEPOSITORY CREDIT INSTITUTIONS - 1.7%                       
          Promise Co., Ltd.                             Ja         46      1,950
                                                                          ------
                                                                         
          REAL ESTATE - 2.2%                                             
          HKR International Ltd. (b)                    HK      1,100      1,251
          New World Development Co., Ltd.               HK        245      1,099
          Tian An China Investments                     HK      1,556        219
                                                                          ------
                                                                           2,569
                                                                          ------
                                                                         
          SECURITY BROKERS & DEALERS - 1.5%                              
          Kokusai Securities Co., Ltd.                  Ja        104      1,684
                                                                          ------
</TABLE>                                                               



                                       7

<PAGE>
                       Investment Portfolio/April 30, 1996
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                           <C>    <C>     <C>
         MANUFACTURING - 45.4%
                   APPAREL - 1.3%
                   Tokyo Style                                Ja        86   $ 1,523
                                                                             -------

                   CHEMICALS & ALLIED PRODUCTS - 10.2%
                   Henkel KGAA Vorzug                         G          4     1,578
                   Indian Petrochemicals Corp., Ltd.          In        35       691
                   Indupa SA (b)                              Ar       878       404
                   Kemira Oy                                  Fi       193     1,856
                   Norsk Hydro A/S                            No        38     1,736
                   PT Evershine Textile Industry              In       852       366
                   Reliance Industries Ltd. GDR (a)           In        27       446
                   Sandoz AG                                  Sz         1     1,526
                   SmithKline Beecham PLC                     UK       107     1,136
                   Yizheng Chemical Fibre Co., Ltd.           HK     7,000     1,878
                                                                             -------
                                                                              11,617
                                                                             -------

                   ELECTRONIC & ELECTRICAL EQUIPMENT - 8.6%  
                   Alcatel Alsthom                            Fr        18     1,692
                   Champion Technology Holdings               HK     5,320       626
                   Matsushaita Electric Industrial Co.        Ja       135     2,379
                   Moulinex (b)                               Fr        49       815
                   Murata Manufacturing Co., Ltd.             Ja        49     1,909
                   Nokia Corp. ADR                            Fi        25       913
                   Samsung Electronics GDR (b)                Ko         9       327
                   Samsung Electronics GDS (b)                Ko        29     1,171
                                                                             -------
                                                                               9,832
                                                                             -------

                   FOOD & KINDRED PRODUCTS - 0.2%
                   Vitasoy International Holdings Ltd. (b)    HK       567       220
                                                                             -------

                   LUMBER & WOOD PRODUCTS - 1.6%
                   Metsa-Serla Oy                             Fi       250     1,825
                                                                             -------

                   MACHINERY & COMPUTER EQUIPMENT - 8.7%
                   Agiv AG                                    G         73     1,555
                   Amano Corp.                                Ja        66       937
                   Canon, Inc.                                Ja       103     2,040
                   Hitachi Ltd.                               Ja       151     1,625
                   Mannesmann AG                              G          5     1,540
                   Mori Seiki                                 Ja        96     2,185
                                                                             -------
                                                                               9,882
                                                                             -------

                   PAPER PRODUCTS - 2.0%
                   Enso-Gutzeit Oy (b)                        Fi       222     1,767
</TABLE>




                                       8

<PAGE>
                       Investment Portfolio/April 30, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMMON STOCKS - CONT.                         COUNTRY   SHARES   VALUE
- --------------------------------------------------------------------------------
<S>                                              <C>   <C>        <C>
MANUFACTURING - CONT 
          Portucel Industrial, SA (b)            Po       93         561
                                                                  ------
                                                                   2,328
                                                                  ------
                                                                 
          PETROLEUM REFINING - 1.5%                              
          YPF Sociedad Anonima ADR               Ar       80      $1,750
                                                                  ------
                                                                 
          PRIMARY METAL - 4.5%                                   
          Acerinox SA                            Sp       10       1,130
          Avesta-Sheffield (b)                   Sw      200       2,058
          Ssab Svenskt Stal AB                   Sw      138       1,684
          TransTec PLC                           UK      150         246
                                                                  ------
                                                                   5,118
                                                                 
                                                                  ------
                                                                 
          RUBBER & PLASTIC - 0.4%                                
          World Houseware Holdings Ltd.          HK    3,960         481
                                                                  ------
                                                                 
          STONE, CLAY, GLASS & CONCRETE - 3.3%                   
          Companion Building Materials Ltd.      HK    4,000         553
          Companion Marble Holdings Ltd. (b)     HK      545          76
          Freidrich Grohe AG                     G         6       1,407
          Kim Hin Industry Berhad (b)            Ma      294         696
          N.V. Koninklijke Sphinx Gustavsberg    Ne       60         976
                                                                  ------
                                                                   3,708
                                                                  ------
                                                                 
          TEXTILE MILL PRODUCTS - 0.7%                           
          Companhia de Tecidos Norte de Minas    Br    2,000         839
                                                                  ------
                                                                 
          TOBACCO PRODUCTS - 0.8%                                
          Grupo Carso SA de CV, Series A1 (b)    MX      116         885
                                                                  ------
                                                                 
          TRANSPORTATION EQUIPMENT - 1.6%                        
          Suzuki Motor Co., Ltd.                 Ja      148       1,875
                                                                  ------

- --------------------------------------------------------------------------------
MINING & ENERGY - 4.4%                                           
          COAL MINING - 1.3%                                     
          Samchully Co. (b)                      Ko       15       1,460
                                                                  ------
                                                                 
          CRUDE PETROLEUM & NATURAL GAS - 2.1%                   
          Compagnie Francaise de Petroleum                       
           Total B                               Fr       20       1,356
          Saga Petroleum A/S                     No       72       1,052
                                                                  ------
                                                                   2,408
                                                                  ------

          OIL & GAS EXTRACTION - 1.0%                            
          LASMO PLC                              UK      390       1,129
                                                                  ------
</TABLE>






                                       9

<PAGE>
                       Investment Portfolio/April 30, 1996
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                     <C>    <C>     <C>
RETAIL TRADE - 7.9%
          AUTO DEALERS & GAS STATIONS - 1.9%
          Inchcape PLC                                  UK       500   $2,201
                                                                       ------

          FOOD STORES - 2.8%
          Jardine Matheson Holdings Ltd. (b)            Si       141    1,128
          Jusco Co., Ltd.                               Ja        68    2,098
                                                                       ------
                                                                        3,226
                                                                       ------

          GENERAL MERCHANDISE STORES - 3.2%
          Globex Utilidades SA (b)                      Br        59      843
          Ito-Yokado Co., Ltd.                          Ja        26    1,528
          PT Matahari Putra Prima                       In       620    1,245
                                                                       ------
                                                                        3,616
                                                                       ------

- --------------------------------------------------------------------------------
SERVICES - 3.5%
          BUSINESS SERVICES - 3.2%
          Ecco Travail Temporaire SA                    Fr        17    1,414
          Ing C. Olivetti & SPA (b)                     It     3,160    2,072
          Intrum Justitia                               UK       150      219
                                                                       ------
                                                                        3,705
                                                                       ------

          HOTELS, CAMPS & LODGING - 0.3%
          Grupo Situr SA de CV, Series B (b)            MX     1,800      345
                                                                       ------

- --------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 10.0%

          AIR TRANSPORTATION - 0.9%
          Helikopter Service A/S                        No        95    1,078
                                                                       ------

          COMMUNICATIONS - 7.8%
          DDI Corp.                                     Ja       (c)    1,027
          Portugal Telecom SA                           Po        69    1,492
          Royal Koninklijke PTT Nederland NV            Ne        35    1,313
          Tele-Communications International, Inc. (b)   $         65    1,324
          Telecom Argentina SA ADR                      Ar        26    1,190
          Telecom Italia                                It       470      784
          Telecom Italia SPA                            It       860    1,749
                                                                       ------
                                                                        8,879
                                                                       ------

          GAS SERVICES - 0.2%
          Hong Kong & China Gas Co., Ltd.               HK       120      197
                                                                       ------

          WATER TRANSPORTATION - 1.1%
          Transpotacion Maritima Mexicana ADR           MX       150    1,256
                                                                       ------
- --------------------------------------------------------------------------------
</TABLE>



                                       10

<PAGE>
                       Investment Portfolio/April 30, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMMON STOCKS - CONT.                                COUNTRY    SHARES    VALUE
- --------------------------------------------------------------------------------
<S>                                                     <C>      <C>    <C>
WHOLESALE TRADE - 4.2%
          DURABLE GOODS - 3.1%
          Celsis International PLC (b)                  UK         62   $    112
          Powerscreen Internaltional PLC (b)            UK        180      1,234
          Samsung Electronics Common GDR (b)            Ko          1         30
          Samsung Electronics Common GDS (b)            Ko          2        116
          Yamazen Corp. (b)                             Ja        334      1,982
                                                                        --------
                                                                           3,474
                                                                        --------

          NONDURABLE GOODS - 1.1%
          Lion Nathan Ltd.                              NZ        500      1,246
                                                                        --------

TOTAL COMMON STOCKS (cost of $105,996)                                   112,402
                                                                        --------


WARRANTS (b) - 0.0%
- --------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 0.0%
          GAS SERVICES
          Hong Kong & China Gas Co. Ltd. (cost of $2)   HK         60          3
                                                                        --------

TOTAL INVESTMENTS - 98.4% (cost of $105,998) (d)                         112,405
                                                                        --------
</TABLE>





<TABLE>
<CAPTION>
SHORT-TERM OBLIGATIONS - 1.7%                                   PAR
- --------------------------------------------------------------------------------
<S>                                                         <C>         <C>  
          Repurchase agreement with Bankers Trust         
          Securities Corp., dated 4/30/96, due 5/01/96    
          at 5.320%, collateralized by U.S. Treasury      
          notes with various maturities to 2001, market   
          value $1,978 (repurchase proceeds $1,936)         $   1,936      1,936
                                                                        --------
                                                          
OTHER ASSETS & LIABILITIES, NET - (0.1)%                                     (60)  
- --------------------------------------------------------------------------------
                                                          
NET ASSETS - 100%                                                       $114,281
                                                                        --------
</TABLE>




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

(a)      Securities exempt from registration under Rule 144A of the Securities
         Act of 1933. These securities may be resold in transactions exempt from
         registration, normally to qualified institutional buyers. At April 30,
         1996, the value of these securities amounted to $1,507 or 1.3% of net
         assets.

(b)      Non-income producing.

(c)      Rounds to less than one.

(d)      Cost for federal income tax purposes is the same.



                                       11

<PAGE>
                       Investment Portfolio/April 30, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUMMARY OF SECURITIES
BY COUNTRY                   COUNTRY      VALUE     % OF TOTAL
- --------------------------------------------------------------------------------
<S>                            <C>      <C>           <C>  
Japan                          Ja       $ 28,848       25.7
Hong Kong                      HK          7,233        6.4
France                         Fr          6,472        5.8
Finland                        Fi          6,361        5.7
United Kingdom                 UK          6,277        5.6
Germany                        G           6,080        5.4
Netherlands                    Ne          5,299        4.7
Korea                          Ko          4,715        4.2
Italy                          It          4,605        4.1
Portugal                       Po          4,213        3.7
Norway                         No          3,866        3.4
Sweden                         Sw          3,742        3.3
Indonesia                      In          3,347        3.0
Argentina                      Ar          3,344        3.0
New Zealand                    NZ          3,221        2.9
Mexico                         MX          2,486        2.2
Belgium                        Be          1,963        1.7
Brazil                         Br          1,682        1.5
Switzerland                    Sz          1,526        1.4
Taiwan                         Tw          1,452        1.3
United States                  $           1,324        1.2
Spain                          Sp          1,130        1.0
Singapore                      Si          1,128        1.0
Russia                         Ru          1,061        0.9
Malaysia                       Ma            696        0.6
Thailand                       Th            334        0.3
                                        --------      -----
                                        $112,405      100.0
                                        ========      =====
</TABLE>


            Certain securities are listed by country of underlying
            exposure but may trade predominantly on other exchanges.

            ACRONYM                         NAME
            -------                         ----

              ADR              American Depository Receipt
              GDR              Global Depository Receipt
              GDS              Global Depository Share



See notes to financial statements.


                                       12

<PAGE>

                        STATEMENT OF ASSETS & LIABILITIES
                           APRIL 30, 1996 (UNAUDITED)

(in thousands except for per share amounts and footnotes)

<TABLE>
<S>                                                          <C>              <C>
ASSETS
Investments at value (cost $105,998)                                          $112,405
Short-term obligations                                                           1,936
                                                                              --------
                                                                               114,341

Cash held in foreign banks (cost $826)                       $    819
Receivable for:
  Investments sold                                              1,156
  Dividends                                                       403
  Foreign tax reclaims                                             78
  Fund shares sold                                                 59
  Expense reimbursement due from Adviser                           25
Deferred organization expenses                                     40
Other                                                               2            2,582
                                                             --------         --------
    Total Assets                                                               116,923

LIABILITIES
Payable for:
  Investments purchased                                         2,161
  Fund shares repurchased                                         429

Accrued:

  Deferred Trustees fees                                            2
  Other                                                            50
                                                             --------
    Total Liabilities                                                            2,642
                                                                              --------

NET ASSETS                                                                    $114,281
                                                                              --------

Net asset value & redemption price per share -
Class A ($40,251/3,749)                                                       $  10.74
                                                                              --------
Maximum offering price per share - Class A
($10.74/0.9425)                                                               $  11.40(a)
                                                                              --------
Net asset value & offering price per share -
Class B ($73,093/6,932)                                                       $  10.54(b)
                                                                              --------
Net asset value & redemption price per share - Class D
($937/88)                                                                     $  10.60(b)
                                                                              --------
Maximum offering price per share - Class D
($10.60/0.9900)                                                               $  10.71
                                                                              --------
</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.




                                       13

<PAGE>
                             STATEMENT OF OPERATIONS
              FOR THE SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)


<TABLE>
<CAPTION>
(in thousands)
INVESTMENT INCOME
<S>                                                                   <C>            <C>     
Dividends                                                                            $  1,104
Interest                                                                                   73
                                                                                     --------
       Total investment income (net of nonrebatable foreign
       taxes withheld at source which amounted to $142)                                 1,177

EXPENSES
Management fee                                                        $    517
Service fee                                                                143
Distribution fee - Class B                                                 274
Distribution fee - Class D                                                   3
Transfer agent                                                             205
Bookkeeping fee                                                             25
Trustees fee                                                                 8
Custodian fee                                                               60
Audit fee                                                                   13
Legal fee                                                                    4
Registration fee                                                            25
Reports to shareholders                                                      5
Amortization of deferred
  organization expenses                                                      7
Other                                                                       16
                                                                      --------
                                                                         1,305
Fees waived by the Adviser                                                 (25)         1,280
                                                                      --------       --------
              Net Investment Loss                                                        (103)
                                                                                     --------


NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS 
Net realized gain (loss) on:
Investments                                                              9,816
Foreign currency transactions                                              (64)
                                                                      --------
       Net Realized Gain                                                                9,752
Net unrealized appreciation (depreciation) during
the period on:

Investments                                                              1,203
Foreign currency transactions                                             (345)
                                                                      --------
       Net Unrealized Appreciation                                                        858
                                                                                     --------
              Net Gain                                                                 10,610
                                                                                     --------
Net Increase in Net Assets from Operations                                           $ 10,507
                                                                                     --------
</TABLE>



See notes to financial statements.


                                       14

<PAGE>



                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                        Six months
                                                          ended          Year ended
(in thousands)                                           April 30        October 31
                                                         --------        ----------

<S>                                                      <C>             <C>
INCREASE (DECREASE) IN NET ASSETS                          1996             1995
Operations:
Net investment loss                                      $    (103)      $    (373)
Net realized gain (loss)                                     9,752         (10,192)
Net unrealized appreciation (depreciation)                     858          (1,011)
                                                         ---------       ---------
    Net Increase (Decrease) from Operations                 10,507         (11,576)
                                                         ---------       ---------

Fund Share Transactions:

Receipts for shares sold - Class A                           4,532          11,416
Cost of shares repurchased - Class A                       (11,448)        (26,238)
                                                         ---------       ---------
                                                            (6,916)        (14,822)
                                                         ---------       ---------
Receipts for shares sold - Class B                           6,934          16,067
Cost of shares repurchased - Class B                       (16,833)        (35,674)
                                                         ---------       ---------
                                                            (9,899)        (19,607)
                                                         ---------       ---------
Receipts for shares sold - Class D                             235             229
Cost of shares repurchased - Class D                           (60)            (81)
                                                         ---------       ---------
                                                               175             148
                                                         ---------       ---------
    Net Decrease from Fund Share Transactions              (16,640)        (34,281)
                                                         ---------       ---------
        Total Decrease                                      (6,133)        (45,857)
NET ASSETS
Beginning of period                                        120,414         166,271
                                                         ---------       ---------
End of period (including accumulated net investment
  loss of $1,181 and $582, respectively)                 $ 114,281       $ 120,414
                                                         ---------       ---------

NUMBER OF FUND SHARES
Sold - Class A                                                 446           1,208
Repurchased - Class A                                       (1,139)         (2,769)
                                                         ---------       ---------
                                                              (693)         (1,561)
                                                         ---------       ---------
Sold - Class B                                                 696           1,711
Repurchased - Class B                                       (1,702)         (3,817)
                                                         ---------       ---------
                                                            (1,006)         (2,106)
                                                         ---------       ---------
Sold - Class D                                                  23              24
Repurchased - Class D                                           (6)             (8)
                                                         ---------       ---------
                                                                17              16
                                                         ---------       ---------
</TABLE>




See notes to financial statements 



                                       15

<PAGE>
                          NOTES TO FINANCIAL STATEMENTS

                           APRIL 30, 1996 (UNAUDITED)

NOTE 1. INTERIM FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

In the opinion of management of Colonial International Fund for Growth (the
Fund), a series of Colonial Trust III, the accompanying financial statements
contain all normal and recurring adjustments necessary for the fair presentation
of the financial position of the Fund at April 30, 1996, and the results of its
operations, the changes in its net assets and the financial highlights for the
six months then ended.

NOTE 2. ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

ORGANIZATION: The Fund 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 Fund's investment objective
is to seek long term growth. The Fund may issue an unlimited number of shares.
The Fund offers three classes of shares: Class A, Class B and Class D. Class A
shares are sold with a front-end sales charge; Class B shares 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. Class D shares are subject to a reduced front-end sales charge, a
contingent deferred sales charge on redemptions made within one year after
purchase and a continuing annual distribution fee.

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 revenue and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies consistently followed by the Fund in the
preparation of its financial statements.

SECURITY VALUATION AND TRANSACTIONS: Equity securities are valued at the last
sale price or, in the case of unlisted or listed securities for which there were
no sales during the day, at current quoted bid prices.

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.

Forward currency contracts are valued based on the weighted value of the
exchange traded contracts with similar durations.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

The value of all assets and liabilities quoted in foreign currencies are
translated into U.S. dollars at that day's exchange rates. Korean equity



                                       16

<PAGE>
                  NOTES TO FINANCIAL STATEMENTS/APRIL 30, 1996

          
securities that have reached the limit for aggregate foreign ownership and for
which premiums to the local exchange prices may be paid by foreign investors are
valued by applying a broker quoted premium to the local share price.

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 and losses are based upon the specific identifi-
cation method for both financial statement and federal income tax purposes.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class B and Class D distribution fees), realized and
unrealized gains (losses) are allocated to each class proportion- ately on a
daily basis for purposes of determining the net asset value of each class.

Per share data was calculated using the average shares outstanding during the
period. In addition, Class B and Class D net investment income per share data
reflects the distribution fee applicable to Class B and Class D shares only.

Class B and Class D ratios are calculated by adjusting the expense and net
investment income ratios for the Fund for the entire period by the distribution
fee applicable to Class B and Class D 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 income, no
federal income tax has been accrued.

DEFERRED ORGANIZATION EXPENSES: The Fund incurred expenses of $77,162 in
connection with it's organization, initial registration with the Securities and
Exchange Commission and with various states, and the initial public offering of
its shares. These expenses were deferred and are being amortized on a
straightline basis over five years.

DISTRIBUTIONS TO SHAREHOLDERS: Distributions to shareholders are recorded on the
ex-date.

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.

FOREIGN CURRENCY TRANSACTIONS: Net realized and unrealized gains (losses) on
foreign currency transactions includes the fluctuation in exchange rates on
gains (losses) between trade and settlement dates on securities transactions,
gains (losses) arising from the disposition of foreign currency and currency




                                       17

<PAGE>
                  Notes to Financial Statements/April 30, 1996

NOTE 2. ACCOUNTING POLICIES - CONT.


gains (losses) between the accrual and payment dates on dividends and interest
income and foreign withholding taxes.

The Fund does not distinguish that portion of gains (losses) on investments
which is due to changes in foreign exchange rates from that which is due to
changes in market prices of the investments. Such fluctuations are included with
the net realized and unrealized gains (losses) on investments.

FORWARD CURRENCY CONTRACTS: The Fund may enter into forward currency contracts
to purchase or sell foreign currencies at predetermined exchange rates in
connection with the settlement of purchases and sales of securities. The Fund
may also enter into forward currency contracts to hedge certain other foreign
currency denominated assets. The contracts are used to minimize the exposure to
foreign exchange rate fluctuations during the period between trade and
settlement date of the contracts. All contracts are marked- to-market daily,
resulting in unrealized gains or losses which become realized at the time the
forward currency contracts are closed or mature.

Realized and unrealized gains (losses) arising from such transactions are
included in net realized and unrealized gains (losses) on foreign currency
transactions. Forward currency contracts do not eliminate fluctuations in the
prices of the Fund's portfolio securities. While the maximum potential loss from
such contracts is the aggregate face value in U.S. dollars at the time the
contract was opened, exposure is typically limited to the change in value of the
contract (in U.S. dollars) over the period it remains open. Risks may also arise
if counterparties fail to perform their obligations under the contracts.

OTHER: Corporate actions are recorded on the ex-date (except for certain foreign
securities which are recorded as soon after ex-date as the Fund becomes aware of
such), net of nonrebatable tax withholdings. Where a high level of uncertainty
as to collection exists, income on securities is recorded net of all tax
withholdings with any rebates recorded when received. The Fund may be subject to
foreign taxes on income, gains on investments, or foreign currency repatriation.
The Fund accrues foreign taxes as applicable based upon its current
interpretation of the tax rules and regulations that exists in the markets in
which it invests.

The Fund's custodian takes possession through the federal book-entry system of
securities collateralizing repurchase agreements. Collateral is marked-to-
market daily to ensure that the market value of the underlying assets remains
sufficient to protect the Fund. The Fund may experience costs and delays in
liquidating the collateral if the issuer defaults or enters bankruptcy.

NOTE 3. 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 equal to 0.90% annually of the Fund's
average net assets. Gartmore Capital Management, Ltd. (the Sub-





                                       18

<PAGE>
                  Notes to Financial Statements/April 30, 1996

 
Adviser) furnished the Fund with investment management. Effective January 1,
1996, Colonial Management Associates, Inc. assumed full management
responsibilities for the Fund.

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.

TRANSFER AGENT: Colonial Investors Service Center, Inc. (the Transfer Agent), an
affiliate of the Adviser, provides shareholder services and receives a monthly
fee equal to 0.25% 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. For the six months ended April 30, 1996, the Fund has
been advised that the Distributor retained net underwriting discounts of $10,812
on sales of the Fund's Class A shares and received contingent deferred sales
charge (CDSC) of $61,785 and $219,715 on Class B and Class D share redemptions,
respectively.

The Fund has adopted a 12b-1 plan which requires the payment of a service fee to
the Distributor equal to 0.25% annually of the Fund's net assets as of the 20th
of each month. The plan also requires the payment of a distribution fee to the
Distributor equal to 0.75% of the average net assets attributable to Class B and
Class D shares.

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: 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 1.50% annually 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 4.  PORTFOLIO INFORMATION

INVESTMENT ACTIVITY: During the six months ended April 30, 1996, purchases and
sales of investments, other than short-term obligations, were $124,602,857 and
$140,241,715, respectively.




                                       19

<PAGE>
                  Notes to Financial Statements/April 30, 1996


NOTE 4. PORTFOLIO INFORMATION - CONT.


Unrealized appreciation (depreciation) at April 30, 1996, based on cost of
investments for both financial statement and federal income tax purposes was:

<TABLE>
<S>                                               <C>        
         Gross unrealized appreciation            $ 9,071,920
         Gross unrealized depreciation             (2,664,442)
                                                  -----------
                 Net unrealized appreciation      $ 6,407,478
                                                  -----------
</TABLE>


CAPITAL LOSS CARRYFORWARDS: At October 31, 1995, 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
                 ---------------------      ----------------------------
                    <S>                            <C>       
                    2003                           $9,862,000
</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 additional risks involved when investing in foreign
securities that are not inherent with investments in domestic securities. These
risks may involve foreign currency exchange rate fluctuations, adverse political
and economic developments and the possible prevention of foreign currency
exchange or the imposition of other foreign governmental laws or restrictions.

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

NOTE 5.  LINE OF CREDIT

The Fund may borrow up to 10% of its net assets under a line of credit for
temporary or emergency purposes. Any borrowings bear interest at one of the
following options determined at the inception of the loan: (1) federal funds
rate plus 1/2 of 1%, (2) the lending bank's base rate or (3) IBOR offshore loan
rate plus 1/2 of 1%. There were no borrowings under the line of credit during
the six months ended April 30, 1996.





                                       20

<PAGE>
                  Notes to Financial Statements/April 30, 1996


NOTE 6. COMPOSITION OF NET ASSETS

<TABLE>
At April 30, 1996, net assets consisted of:
<S>                                                        <C>      
       Capital paid in                                     $ 108,637
       Accumulated net investment loss                        (1,181)
       Accumulated net realized gain                             438
       Net unrealized appreciation (depreciation) on:
          Investments                                          6,407
          Foreign currency transactions                          (20)
                                                           ---------
                                                           $ 114,281
                                                           =========
</TABLE>




                                       21




<PAGE>
                            FINANCIAL HIGHLIGHTS (b)

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




<TABLE>
<CAPTION>
                                                               (Unaudited)
                                                            Six months ended
                                                                 April 30
                                        ------------------------------------------------------------
                                                                   1996

                                          Class A                 Class B                 Class D
                                          -------                 -------                 -------

<S>                                     <C>                     <C>                      <C>        
Net asset value -
   Beginning of period                  $     9.760             $     9.620              $     9.670
                                        -----------             -----------              -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment
  income (loss)(a)                            0.015                  (0.022)                  (0.022)
Net realized and
unrealized gain (loss)                        0.965                   0.942                    0.952
                                        -----------             -----------              -----------
   Total from Investment
      Operations                              0.980                   0.920                    0.930
                                        -----------             -----------              -----------
Net asset value -
  End of period                         $    10.740             $    10.540              $    10.600
                                        -----------             -----------              -----------
Total return (e)(f)                           10.04%(g)                9.56%(g)                 9.62%(g)
                                        -----------             -----------              -----------
RATIOS TO AVERAGE NET ASSETS
Expenses                                       1.75%(h)(i)             2.50%(h)(i)              2.50%(h)(i)
Fees and expenses waived or
 borne by the Adviser                          0.04%(h)(i)             0.04%(h)(i)              0.04%(h)(i)
Net investment
 income                                        0.05%(h)(i)            (0.70)%(h)(i)            (0.70)%(h)(i)
Portfolio turnover                              221%(h)                 221%(h)                  221%(h)
Average commission rate (j)             $     0.005             $     0.005              $     0.005
                                        -----------             -----------              -----------
Net assets at end
of period (000)                         $    40,251             $    73,093              $       937





(a) Net of fees and expenses waived 
    or borne by the Adviser which 
    amounted to:

                                        $     0.002             $     0.002              $     0.002
</TABLE>


(b)      Per share data was calculated using average shares outstanding during
         the period.

(c)      The Fund commenced investment operations on December 1, 1993.

(d)      Class D shares were initially offered on July 1, 1994. Per share
         amounts reflect activity from that date.

(e)      Total return at net asset value assuming no initial sales charge or
         contingent deferred sales charge.

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

(g)      Not annualized.

(h)      Annualized.

(i)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact. Prior years' ratios are net of benefits
         received, if any.

(j)      For fiscal years beginning on or after September 1, 1995, a fund is
         required to disclose its average commission rate per share for trades
         on which commissions are charged.


                                       22

<PAGE>
                         FINANCIAL HIGHLIGHTS (b) - CONT

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


<TABLE>
<CAPTION>
                                              Year ended October 31
    -------------------------------------------------------------------------------------------------------------------
                          1995                                                        1994 (c)
    Class A             Class B               Class D            Class A              Class B               Class D (d)
    -------             -------               -------            -------              -------               -----------


<S>                   <C>                   <C>                <C>                  <C>                    <C>
$        10.370       $     10.300          $     10.350       $     10.000         $     10.000           $     10.060
- ---------------           --------          ------------       ------------         ------------           ------------


          0.019             (0.052)               (0.052)             0.013               (0.058)                (0.037)

         (0.629)            (0.628)               (0.628)             0.357                0.358                  0.327
- ---------------           --------          ------------       ------------         ------------           ------------

         (0.610)            (0.680)               (0.680)             0.370                0.300                  0.290
- ---------------           --------          ------------       ------------         ------------           ------------

$         9.760       $      9.620          $      9.670       $     10.370         $     10.300           $     10.350
===============           ========          ============       ============         ============           ============
          (5.88)%            (6.60)%               (6.57)%             3.70%(g)             3.00%(g)               2.88%(g)
===============           ========          ============       ============         ============           ============

           1.74%(i)           2.49%(i)              2.49%(i)           1.71%(h)             2.46%(h)               2.46%(h)

              -                  -                     -                  -                    -                      -

           0.20%(i)          (0.55)%(i)            (0.55)%(i)          0.14%(h)            (0.61)%(h)             (0.61)%(h)
             35%                35%                   35%                51%(h)               51%(h)                 51%(h)
              -                  -                     -                  -                    -                      -

$        43,354           $ 76,376          $        684       $     62,251         $    103,450           $        570
</TABLE>





                                       23


<PAGE>

                              SHAREHOLDER SERVICES
                            TO MAKE INVESTING EASIER

Colonial has one of the most extensive selections of shareholder services
available. Your financial adviser can help you arrange for any of these
services, or you can call Colonial directly at 1-800-345-6611.

AFFORDABLE ADDITIONAL INVESTMENTS: Add to your account with as little as $50;
$25 for an IRA account.

FREE EXCHANGES*: Exchange all or part of your account into the same share class
of another Colonial fund, by phone or mail, as your needs change over time.

EASY ACCESS TO YOUR MONEY*: Make withdrawals from your account by phone, by mail
or, for certain funds, by check.

ONE-YEAR REINSTATEMENT PRIVILEGE: If you need access to your money, but then
choose to return it to Colonial within one year, you can reinvest in any
Colonial fund of the same share class without any penalty or sales charge.

FUNDAMATIC: Make periodic investments as low as $50 from your checking account
to your Colonial account.

SYSTEMATIC WITHDRAWAL PLAN (SWP): Receive monthly, quarterly, or semiannual
payments via check or bank transmission. There is a $5,000 account value
required, but no minimum for the payment amount. The maximum annual withdrawal
is 12% of account balance at time SWP is established. SWPs by check are
processed on the 10th of each month.

AUTOMATED DOLLAR COST AVERAGING: Transfer money on a monthly basis from any
Colonial fund with a balance of $5,000 into the same share class of up to four
other Colonial funds. Minimum for each transfer is $100.

LOW COST IRAs: Choose from a broad range of retirement plans, including IRAs.

* Redemptions and exchanges are made at the next determined net asset value
after the request is received by Colonial. Proceeds may be more or less than
your original cost. The exchange privilege may be terminated at any time.
Investors who purchase Class B or Class D shares (for applicable funds), or $1
million or more of Class A shares, may be subject to a contingent deferred sales
charge.

                                       24

<PAGE>
                              HOW TO REACH COLONIAL
                               BY PHONE OR BY MAIL

BY TELEPHONE

COLONIAL CUSTOMER CONNECTION - 1-800-345-6611

For 24-hour account information, call from your touch-tone phone. (Rotary
callers will be automatically connected to a representative during business
hours.) A recorded message will guide you through the menu:

For fund prices, dividends, and capital gains information ...     press 1

For account information .....................................     press 2

To speak to a Colonial representative .......................     press 3

For yield and total return information ......................     press 4

For duplicate statements or new supply of checks ............     press 5

To order duplicate tax forms and year-end statements ........     press 6
(February through May)

To review your options at any time during your call .........     press *

To speak with a shareholder services representative about your account, call
Monday to Friday, 8:00 am to 8:00 pm ET, and Saturdays from February through
mid-April, 10:00 am to 2:00 pm ET.

COLONIAL TELEPHONE TRANSACTION DEPARTMENT - 1-800-422-3737

To purchase, exchange, or sell shares by telephone, call Monday to Friday, 9:00
am to 8:00 pm ET. Transactions received after the close of the New York Stock
Exchange will receive the next business day's closing price.

COLONIAL LITERATURE DEPARTMENT - 1-800-248-2828

To request literature on any Colonial fund, call Monday to Friday, 8:30 am to
6:30 pm ET.

BY MAIL

COLONIAL INVESTORS SERVICE CENTER, INC.
P.O. BOX 1722
BOSTON, MA  02105-1722

                                       25

<PAGE>
                           SHAREHOLDER COMMUNICATIONS
                              TO KEEP YOU INFORMED

To make recordkeeping easy and keep you up-to-date on the performance of your
investments, you can expect to receive the following information about your
Colonial account:

TRANSACTION CONFIRMATIONS: Each time you make a purchase, sale, or exchange, you
receive a confirmation statement within just a few days.

QUARTERLY STATEMENTS: Every three months, if any transactions are made that
affect your share balance, this statement reports on your account activity
during the quarter (including any reinvestment of dividends). This statement
also provides year-to-date information.

COLONIAL SHAREHOLDER NEWS: Mailed with your quarterly account statements, this
newsletter highlights timely investment strategies, portfolio manager
commentary, and shareholder service updates.

TAX FORMS AND YEAR-END TAX GUIDE: Easy-to-use forms and timely information are
designed to make tax reporting simpler. (Usually mailed in January.)

AVERAGE COST BASIS STATEMENTS: If you sold or exchanged shares during the year,
this statement may help you calculate your gain/loss for tax purposes. (Usually
mailed in February.)

                                       26

<PAGE>
                     IMPORTANT INFORMATION ABOUT THIS REPORT

The Transfer Agent for Colonial International Fund for Growth is:

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

Colonial International Fund for Growth 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 International Fund
for Growth. 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>
[COLONIAL MUTUAL FUNDS LOGO]
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

                            IN-03/219C-0496 M (6/96)

[RECYCLE LOGO]  Printed on recycled paper



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