COLONIAL TRUST III
497, 1997-11-26
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                                THE COLONIAL FUND

                           Supplement to Prospectuses


Effective in mid-October, the following portfolio management changes occurred:

Daniel Rie and James P. Haynie ceased to be co-managers of the Fund.

John E. Lennon, a Vice President of Colonial  Management  Associates,  Inc., was
named as a co-manager of the Fund. Mr. Lennon has managed or co-managed  various
other Colonial equity funds since 1982.

In addition, the following other changes occurred during the month of October:

A new custodian was named for the Fund. The new Custodian is The Chase Manhattan
Bank, 4 Chase MetroTech Center, Brooklyn, NY
11245.

The Fund's Distributor changed its name to "Liberty Financial Investments, Inc."
The Distributor's address and telephone number remain unchanged.


TF-36/494E-1197                                               November 26, 1997



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