Rule 24f-2 Notice
Colonial Trust III
File #2-15184
1. Colonial Trust III
One Financial Center
Boston, MA 02111
2. Name of each series or class of funds for
which this notice is filed:
Colonial Federal Securities Fund Class A & B
Colonial Global Equity Fund, Class A & B
Colonial Growth Shares Fund, Class A & B
Colonial International Fund For Growth, Class A, B & D
Colonial Global Natural Resources Fund, Class A & B
Colonial Strategic Balanced Fund, Class A, B & D
The Colonial Fund, Class A, B & Z
Colonial Global Utilities Fund, Class A, B & D
3. Investment Company Act File # 811-881
Securities Act File Number # 2-15184
4. Last day of fiscal year for which this notice
is filed: 10/31/96
5. Check box if this notice is being filed more
than 180 days after the close of the issuer's
fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration. 0
6. Date of termination of issuer's declaration under
rule 24-f2(a)(1),if applicable: 0
7. Number and amount of securities of the same
class or series which had been registered under
the Securities Act of 1933 other than pursuant to
rule 24-f2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal
year: 0
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold
during the fiscal year: Shares 69,487,555
Dollars $771,341,558
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: Shares 69,487,555
Dollars $771,341,558
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable: 0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2: $771,341,558
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $760,698,395
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2: 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: $10,643,162.17
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: 0.00034482758
(vii)Fee due: $3,670.06
13. Date of Mailing or wire transfer of filing fee
to the Commission's lockbox depository 12/23/96
This report has been signed below by the following
persons on behalf of the issuer and in the
capacities and on the date indicated.
By ________________________
Michael H. Koonce
Assistant Secretary
December 23, 1996
December 23, 1996
Colonial Trust III
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
We understand that Colonial Trust III (the "Trust") is
about to file a Rule 24f-2 Notice (the "Notice") with the
Securities and Exchange Commission (the "Commission") pursuant to
Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 69,487,554.971
shares of beneficial interest (the "Shares") of the Trust sold in
reliance upon the Rule during the Trust's fiscal year ended
October 31, 1996.
We have acted as counsel for the Trust since its
organization and are familiar with the action taken by its board
of trustees to authorize the issuance of the Shares. We have
examined records of meetings of its board of trustees and
shareholders, its By-Laws and its Agreement and Declaration of
Trust and amendments thereto on file at the office of the
Secretary of the Commonwealth of Massachusetts. We have also
examined such other documents as we deem necessary for the
purpose of this opinion.
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities and
that the Notice will be timely filed. We also assume that the
Trust or its authorized agent received the authorized payment for
the Shares in accordance with the terms described in the Trust's
Registration Statement (File No. 811-881) under the Securities
Act of 1933.
Based upon the foregoing, we are of the opinion that the
Shares were validly issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or
executed by the Trust or the Trustees. The Agreement and
Declaration of Trust provides for indemnification out of the
Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
Trust itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when
filed with the Commission.
Very truly yours,
Ropes & Gray
