COLONIAL TRUST III
497, 1996-07-16
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                         COLONIAL GLOBAL UTILITIES FUND

          Supplement to Prospectus dated February 28, 1996 (Supplanting
                        Supplement dated April 17, 1996)


The third  paragraph  under the caption HOW THE FUND PURSUES ITS  OBJECTIVE  AND
CERTAIN RISK FACTORS has been revised in its entirety as follows:

Equity  Securities  Generally.  Equity  securities  generally include common and
preferred  stock,  warrants  (rights) to purchase  such stock,  debt  securities
convertible  into such stock and sponsored and unsponsored  American  Depository
Receipts  (receipts  issued in the U.S. by banks or trust  companies  evidencing
ownership of underlying  foreign  securities).  At least 20% of the  Portfolio's
total assets will be invested in equity securities of Utility  Companies.  Up to
35% of the Portfolio's  total assets may be invested in equity securities of any
type and  investment  grade debt  securities  issued by  companies  that are not
Utility Companies.

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.  As a result, 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-36/341C-0696                             July 15, 1996






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