COLONIAL TRUST III
497, 1998-01-02
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                     COLONIAL STRATEGIC BALANCED FUND
                  COLONIAL INTERNATIONAL FUND FOR GROWTH
                                     
                        Supplement to Prospectuses


The Funds' Prospectuses are amended as follows:

(1)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.  Any
   reference in the Funds' Prospectuses to "Class D" shares is now a
   reference to "Class C" shares.  Except as described below, the other
   features of Class D shares remain unchanged, including the 1.00%
   contingent deferred sales charge.

   In connection with this change, the "Maximum Sales Charge" under
   Shareholder Transaction Expenses on Page 2 is deleted, and the
   "Maximum Initial Sales Charge Imposed on a Purchase" is reduced to
   0.00%.  Purchases of $1,000,000 or more must be for Class A shares.

(2)Colonial Management Associates, Inc. ("Adviser") will no longer waive
   or bear expenses of each Fund.  Therefore, Annual Operating Expenses
   (as a % of average net assets) are revised as follows:

   Colonial International Fund for Growth
                                      Class A    Class B      Class C
   Management fee                      0.90%      0.90%        0.90%
   12b-1 fees                          0.25       1.00         1.00
   Other expenses                      0.64       0.64         0.64
                                       ----       ----         ----      
   Total operating expenses            1.79%      2.54%        2.54%
                                       ====       ====         ====

   Colonial Strategic Balanced Fund
                                      Class A    Class B      Class C
   Management fee                      0.70%      0.70%        0.70%
   12b-1 fees                          0.55       1.00         1.00
   Other expenses                      0.59       0.59         0.59
                                       ----       ----         ----
   Total operating expenses            1.84%      2.29%        2.29%
                                       ====       ====         ====

(3)The Funds' Examples on Page 2 in each Fund's Prospectus, which
   reflect expenses after voluntary fee reductions, are hereby deleted.

   The Funds' Examples, as they relate to cumulative expenses
   attributable to a hypothetical $1,000 investment in each Fund's Class
   C shares for the periods specified, assuming a 5% annual return and,
   unless otherwise noted, redemption at period end, are revised as
   follows:

   Colonial International Fund for Growth

                Class C
   Period:    (1)      (2)
   1 year     $ 36     $ 26
   3 years    $ 79     $ 79(3)
   5 years    $135     $135
   10 years   $287     $287
  
   Colonial Strategic Balanced Fund

                Class C
   Period:    (1)     (2)
   1 year     $ 33    $ 23
   3 years    $ 72    $ 72(3)
   5 years    $123    $123
   10 years   $263    $263

   (1)  Assumes redemption at period end.
   (2)  Assumes no redemption.
   (3)  Class C shares do not incur a contingent deferred sales charge
   on redemptions made after one year.

(4)The two paragraphs following the subcaption Class D Shares under the
   caption How to Buy Shares are revised in their entirety as follows:

   Class C Shares.  Class C shares are offered at net asset value and
   are subject to a 0.75% annual distribution fee and a 1.00% contingent
   deferred sales charge on redemptions made within one year after the
   end of the month in which the purchase was accepted.

   The Distributor pays financial service firms an initial commission of
   1.00% on Class C share purchases and an ongoing commission of 0.75%
   annually commencing after the shares purchased have been outstanding
   for one year.  Payment of the ongoing commission is conditioned on
   receipt by the Distributor of the 0.75% annual distribution fee
   referred to above.  The commission may be reduced or eliminated if
   the distribution fee paid by each Fund is reduced or eliminated for
   any reason.

(5)Each Fund's Class C share exchange policy has been modified to permit
   only one "roundtrip" exchange per three-month period, measured from
   the date of the initial purchase.  For example, an exchange from Fund
   A to Fund B and back to Fund A would be permitted only once during
   each three-month period.

(6)Gita Rao, a Vice President of the Adviser has been named as a co-
   manager of the Colonial Strategic Balanced Fund, effective December
   18, 1997.  Ms. Rao has managed various other Colonial funds since
   1996.  Prior to joining the Adviser in 1995, she was a Quantitative
   Research Analyst at Fidelity Management & Research Company and a Vice
   President in the equity research group at Kidder, Peabody and
   Company.

   James P. Haynie no longer co-manages the Colonial Strategic Balanced
   Fund.

(7)The Funds' Distributor has changed its name to "Liberty Financial
   Investments, Inc."  The Distributor's address and telephone number
   remain unchanged.

(8)A new custodian was named for each Fund.  Colonial Strategic Balanced
   Fund's Custodian is (and Colonial International Fund for Growth's
   Custodian, effective later in January will be), The Chase Manhattan
   Bank, 4 Chase MetroTech Center, Brooklyn, NY 11245.




D-36/629E-1297                                          January 1, 1998

<PAGE>
                COLONIAL INTERNATIONAL FUND FOR GROWTH
                                   
                                   
           Supplement to Statement of Additional Information
                                   



The Fund's Trustees approved a name change for the Fund's Class D
shares and eliminated the Class D share initial sales charge.  The
Fund's "Class D" shares have been renamed "Class C" shares.  Any
reference in the 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 a Prospectus Supplement.

Colonial  Investment Services, Inc. (CISI) changed its name to  Liberty
Financial  Investments, Inc. (LFII).  All references  to  CISI  in  the
Statement of Additional are now references to LFII.

The  Chase  Manhattan  Bank has been selected  to  replace  the  Fund's
current custodian later in January, 1998.



IN-39/631E-1297                                        January 1, 1998








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