COLONIAL TRUST III
497, 1997-07-10
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                          COLONIAL SMALL CAP VALUE FUND
                            COLONIAL U.S. STOCK FUND
                         COLONIAL GLOBAL UTILITIES FUND
                     COLONIAL INTERNATIONAL FUND FOR GROWTH
                        COLONIAL STRATEGIC BALANCED FUND
                           COLONIAL NEWPORT TIGER FUND
                           COLONIAL NEWPORT JAPAN FUND
                         COLONIAL NEWPORT TIGER CUB FUND

               Supplement to Statements of Additional Information

Recently,  the Funds'  Trustees  approved a name change for each Fund's  Class D
shares and eliminated the Class D share initial sales charge. Each Fund's "Class
D" shares have been  renamed  "Class C" shares and any  reference in each Fund's
Prospectus and Statement of Additional  Information to "Class D" shares is now a
reference  to "Class C" shares.  Class C shares  are  described  in each  Fund's
Prospectus Supplement dated July 1, 1997.





D-39/877D-0797                                                  July 10, 1997


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