COLONIAL TRUST IV
497, 1995-07-12
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March 30, 1995,
Revised July 12, 1995

COLONIAL

UTILITIES

FUND


PROSPECTUS


BEFORE YOU INVEST
Colonial Management Associates, Inc. (Adviser) and your full-service
financial adviser want you to understand both the risks and benefits
of mutual fund investing.
While mutual funds offer significant opportunities and are
professionally managed, they also carry risks including possible loss
of principal.  Unlike savings accounts and certificates of deposit,
mutual funds are not insured or guaranteed by any financial
institution or government agency.
Please consult your full-service financial adviser to determine how
investing in this mutual fund may suit your unique needs, time horizon
and risk tolerance.
                                        
Contents                                Page
Summary of expenses                       2
The Fund's financial history              3
The Fund's investment objective           5
How the Fund pursues its objective        5
How the Fund measures its performance     6
How the Fund is managed                   6
How the Fund values its shares            7
Distributions and taxes                   7
How to buy shares                         7
How to sell shares                        9
How to exchange shares                    9
Telephone transactions                   10
12b-1 plans                              10
Organization and history                 11

                                                                      
                                                       UF-01/050B-0695
                                                                      
Colonial Utilities Fund (Fund), a diversified portfolio of Colonial
Trust IV (Trust), an open-end management investment company, seeks
primarily current income and secondarily long-term growth.
The Fund is managed by the Adviser, an investment adviser since 1931.
This Prospectus explains concisely what you should know before
investing in the Fund.  Read it carefully and retain it for future
reference.  More detailed information about the Fund is in the March
30, 1995 Statement of Additional Information which has been filed with
the Securities and Exchange Commission and is obtainable free of
charge by calling the Adviser at 1-800-248-2828.  The Statement of
Additional Information is incorporated by reference in (which means it
is considered to be a part of) this Prospectus.
The Fund offers two classes of shares.  Class A shares are offered at
net asset value plus a sales charge imposed at the time of purchase;
Class B shares are offered at net asset value plus an annual
distribution fee and a declining contingent deferred sales charge on
redemptions made within six years after purchase.  Class B shares
automatically convert to Class A shares after approximately eight
years.  See "How to buy shares."


FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in the
Fund.  The following tables summarize your maximum transaction costs
and annual expenses for an investment in each Class of the Fund's
shares.

Shareholder Transaction Expenses (1)(2)

                                            Class A  Class B
                                                     
Maximum Initial Sales Charge Imposed on a            
Purchase (as a % of offering price)(3)      4.75%    0.00%(5)
Maximum Contingent Deferred Sales Charge             
(as a % of offering price)(3)               1.00%(4) 5.00%

(1) For accounts less than $1,000 an annual fee of $10 may be
    deducted.  See "How to sell shares."
(2) Redemption proceeds exceeding $5,000 sent via federal funds wire
    will be subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Only with respect to any portion of purchases of $1 million to $5
    million redeemed within approximately 18 months after purchase.
    See "How to buy shares."
(5) Because of the 0.75% distribution fee applicable to Class B
    shares, long-term Class B shareholders may pay more in aggregate
    sales charges than the maximum initial sales charge permitted by
    the National Association of Securities Dealers, Inc.  However,
    because the Fund's Class B shares automatically convert to Class
    A shares after approximately 8 years, this is less likely for
    Class B shares than for a class without a conversion feature.


Annual Operating Expenses (as a % of net assets)
                                        Class A   Class B
                                                  
Management fee                          0.64%     0.64%
12b-1 fees                              0.25      1.00
Other expenses                          0.34      0.34
                                        ----      ----   
Total expenses                          1.23%     1.98%
                                        ====      ==== 

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in each Class of shares of the Fund for
the periods specified, assuming a 5% annual return and, unless
otherwise noted, redemption at period end.  The 5% return and expenses
used in this Example should not be considered indicative of actual or
expected Fund performance or expenses, both of which will vary.

Period:         Class A        Class B
                                    (6)
1 year          $ 59      $ 70     $ 20
3 years           85        93       63
5 years          112       128      108
10 years         189       213(7)   213(7)    
                            

(6) Assumes no redemption.
(7) Class B shares convert to Class A shares after approximately 8
    years; therefore, years 9 and 10 reflect Class A expenses.


THE FUND'S FINANCIAL HISTORY
The following schedule of financial highlights for a share outstanding
throughout each period has been audited by Price Waterhouse LLP, independent
accountants.  Their unqualified report is included in the Fund's 1994 Annual
Report and is incorporated by reference into the Statement of Additional
Information.  The schedule has been restated to reflect the 4:1 split which
occurred on February 10, 1992.  The Fund adopted the objectives of seeking
current income and, to the extent consistent with the objective, growth of
income and long-term capital appreciation on March 4, 1992.  Effective February
28, 1995, the wording of the Fund's objective was modified so that the Fund
seeks primarily current income and secondarily long-term growth. The data
presented below does not necessarily reflect results that would have been
achieved had the Fund's current objective and policies then been in effect.

<TABLE>
<CAPTION>

                                                                       CLASS A
                                                    --------------------------------------------------- 
                                                                Year Ended November 30
                                                    ---------------------------------------------------
                                                     1994     1993     1992(a)      1991(a)     1990(a)
                                                     ----     ----     -------      -------     ------- 
<S>                                                <C>       <C>      <C>          <C>       <C>                 
Net asset value - Beginning of                                                                
  period                                            $13.600  $12.960   $11.440      $10.090   $11.600
                                                    -------  -------   -------      -------   -------            
Income (loss) from investment
  operations:
  Net investment income                               0.681    0.713     0.741        0.917     0.930
  Net realized and unrealized                     
   gain (loss) on investments                        (1.896)   0.616     1.517        1.377    (1.472)
                                                     -------   -----     -----        -----    -------   
    Total from investment
      operations                                     (1.215)   1.329     2.258        2.294    (0.542)
                                                     -------   -----     -----        -----    -------   
Less distributions declared to
  shareholders:                
  From net investment income                         (0.665)  (0.689)   (0.727)      (0.941)    (0.968)
  From net realized gains                               ---      ---       ---           --      ---
  From capital paid in                                  ---      ---   (0.011)(b)   (0.003)(b)   ---
                                                     ------   ------   -------      -------     -------  
    Total distributions declared to
       shareholders                                  (0.665)  (0.689)   (0.738)      (0.944)    (0.968)
                                                     -------  -------   -------      -------    ------- 
Net asset value - End of period                     $11.720  $13.600   $12.960      $11.440    $10.090
                                                     ======   ======    ======       ======     ======
Total return(c)                                      (9.04)%  10.20%    20.21%       23.56%     (4.74)%
                                                     ------   -----     -----        -----      ------
Ratios to average net assets:
    Expenses                                           1.23%    1.19%     1.16%        1.11%     1.17%
    Net investment income                              5.49%    4.92%     5.52%        8.50%     8.69%
Portfolio turnover                                       16%       6%       35%           1%       2%
Net assets at end of period (in millions)              $373     $503      $232         $135     $162
</TABLE>

<TABLE>
<CAPTION>

                                                                        Class A
                                                   -----------------------------------------------
                                                                Year ended November 30
                                                   -----------------------------------------------
                                                   1989(a)   1988(a)   1987(a)   1986(a)   1985(a)
                                                   -------   -------   -------   -------   -------
<S>                                               <C>        <C>      <C>        <C>       <C> 
Net asset value - Beginning of                                            
 period                                            $10.710   $10.300   $12.560   $12.360   $11.680
                                                   -------   -------   -------   -------   -------   
Income (loss) from investment
  operations:
  Net investment income                              0.939     0.851     0.988     1.044     1.301
  Net realized and unrealized
     gain (loss) on investments                      0.927     0.529    (2.110)    0.402     0.762
                                                     -----     -----    -------    -----     -----
    Total from investment                                                                        
      operations                                     1.866     1.380    (1.122)    1.446     2.063
                                                     -----     -----    -------    -----     -----
Less distributions declared to
  shareholders:
  From net investment income                        (0.932)   (0.850)   (0.973)   (1.096)   (1.248)
  From net realized gains                           (0.044)   (0.120)   (0.165)   (0.150)   (0.135)
  From capital paid in                                ---       ---       ---       ---       ---
                                                    -------   -------    ------   -------    ------ 
    Total distributions declared to
       shareholders                                 (0.976)   (0.970)   (1.138)   (1.246)   (1.383)
                                                    -------   -------   -------   -------   -------
Net asset value - End of period                    $11.600   $10.710   $10.300   $12.560   $12.360
                                                    ======    ======    ======    ======    ======
Total return(c)                                     17.94%    13.75%   (9.84)%    12.24%    18.50%
                                                    ------    ------   -------    ------    ------
Ratios to average net assets:
    Expenses                                         1.12%     1.15%     1.09%     1.04%     1.02%
    Net investment income                            8.10%     7.94%     8.18%     8.44%    10.58%
Portfolio turnover                                     24%       11%      206%      255%      288%
Net assets at end of period (in millions)            $141      $183      $288      $411      $281
- -----------------------------------------
</TABLE>
(a)  All per share amounts have been restated to reflect the 4-for-1 stock 
     split effective February 10, 1992.
(b)  The return of capital is for book purposes only and is a result of
     book-tax differences arising from the merger of Colonial Utilities
     Fund (formerly Colonial Corporate Cash Trust I) and Colonial Corporate
     Cash Trust II in a prior year.  The 1992 amount represents a
     reclassification for book purposes only relating to that merger.
(c)  Total return at net asset value assuming all distributions reinvested
     and no initial sales charge or contingent deferred sales charge.


THE FUND'S FINANCIAL HISTORY(CONT'D)
<TABLE>
<CAPTION>
                                                                                Class B
                                                                  ----------------------------------
                                                                        Year ended November 30
                                                                  ----------------------------------
                                                                     1994       1993        1992(a)
                                                                  --------     -------     ---------
<S>                                                              <C>        <C>          <C>

Net asset value - Beginning of period                            $13.600     $12.960      $12.310
                                                                  ------      ------       ------
Income (loss) from investment operations:
  Net investment income                                            0.587       0.612        0.296
  Net realized and unrealized
   gain (loss) on investments                                     (1.896)      0.616        0.691
                                                                   -----       -----        -----
    Total from investment
      operations                                                  (1.309)      1.228        0.987
                                                                   -----       -----        -----
Less distributions declared to
  shareholders:                                           
  From net investment income                                      (0.571)     (0.588)      (0.337)
                                                                   -----       -----        -----
    Total distributions declared to
       shareholders                                               (0.571)     (0.588)      (0.337)
                                                                   -----       -----        -----
Net asset value - End of period                                  $11.720     $13.600      $12.960
                                                                  ======      ======       ======
Total return(b)                                                   (9.73)%      9.42%        6.06%(c)
                                                                   ----        ----         ----
Ratios to average net assets:             
    Expenses                                                       1.98%       1.94%        1.91%(d)
    Net investment income                                          4.74%       4.17%        4.77%(d)
Portfolio turnover                                                   16%          6%          35%
Net assets at end of period (in millions)                          $744        $971         $156
_________________________________
</TABLE>
(a)  Class B shares were initially offered on May 5, 1992.  Per share amounts
     reflect activity from that date.
(b)  Total return at net asset value assuming all distributions reinvested and
     no initial sales charge or contingent deferred sales charge.
(c)  Not annualized.
(d)  Annualized.

Further performance information is contained in the Fund's Annual Report to
shareholders, which is obtainable free of charge by calling 1-800-248-2828.

THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks primarily current income and secondarily long-term
growth.


HOW THE FUND PURSUES ITS OBJECTIVE

The Fund normally invests at least 65% of its total assets in common
and preferred equity securities of utility companies.

The Fund may write covered call options and purchase put options on
stocks and stock indexes to hedge.  A call option gives the purchaser
the right to buy from the Fund and a put option gives the purchaser
the right to sell to the Fund, a specified security at the exercise
price at any time prior to the expiration of the contract.  The Fund
will receive a premium from writing an option which increases its
return on the underlying security if the option expires or is closed
out at a profit.  Written puts may require the Fund to pay an above
market price for the underlying security and written calls may
obligate the Fund to sell the underlying security at a below market
price.  Both are exercisable at any time prior to expiration.

Utility Securities.  The Fund will normally invest substantially all
of its total assets in the equity securities (preferred and common
stocks) of utility companies (including the manufacturing, production,
generation, transmission and sale of electricity, natural gas, water
or other sanitary services, telephone, telegraph, satellite, microwave
or other communication services to the public) except temporarily for
defensive purposes.  The market price and dividends of securities in
the utilities industry may be adversely affected by fluctuating
economic conditions and interest rates, fuel availability and cost,
energy conservation, competition (particularly as a result of
deregulation), fluctuating prices of products and services sold by
utility companies and, while relating to utilities in general,
particularly to nuclear facilities:  environmental regulations,
shortened economic life, and untimely or inadequate rate adjustments
by regulatory commissions.

The Fund may invest temporarily available cash in certificates of
deposit, bankers' acceptances, high quality commercial paper, treasury
bills and repurchase agreements.  Under a repurchase agreement, the
Fund buys a security from a bank or dealer, which is obligated to buy
it back at a fixed price and time.  The security is held in a separate
account at the Fund's custodian and constitutes the Fund's collateral
for the bank's or dealer's repurchase obligation.  Additional
collateral may be added so that the obligation will at all times be
fully collateralized.  However, if the bank or dealer defaults or
enters bankruptcy, the Fund may experience costs and delays in
liquidating the collateral and may experience a loss if it is unable
to demonstrate its right to the collateral in a bankruptcy proceeding.
Not more than 10% of the Fund's net assets will be invested in
repurchase agreements maturing in more than 7 days and other illiquid
assets.

In periods of unusual market conditions, when the Adviser considers it
appropriate, the Fund may invest all or any part of the Fund's assets
in cash, U.S. government securities, high quality commercial paper,
bankers' acceptances, repurchase agreements and certificates of
deposit.

Other.  The Fund may not always achieve its investment objective.  The
Fund's investment objective and non-fundamental policies may be
changed without shareholder approval.  The Fund will notify investors
at least 30 days prior to any material change in the Fund's investment
objective.  If there is a change in the investment objective,
shareholders should consider whether the Fund remains an appropriate
investment in light of their current financial position and needs.
Shareholders may incur a contingent deferred sales charge in response
to a change in objective.  The Fund's fundamental policies listed in
the Statement of Additional Information cannot be changed without the
approval of a majority of the Fund's outstanding voting securities.
Additional information concerning certain of the securities and
investment techniques described above is contained in the Statement of
Additional Information.


HOW THE FUND MEASURES ITS PERFORMANCE

Performance may be quoted in sales literature and advertisements.
Each Class's average annual total returns are calculated in accordance
with the Securities and Exchange Commission's formula, and assume the
reinvestment of all distributions, the maximum initial sales charge of
4.75% on Class A shares and the contingent deferred sales charge
applicable to the time period quoted for Class B shares.  Other total
returns differ from average annual total return only in that they may
relate to different time periods, may represent aggregate as opposed
to average annual total return, and may not reflect the initial or
contingent deferred sales charge.

Each Class's yield, which differs from total return because it does
not consider change in net asset value, is calculated in accordance
with the Securities and Exchange Commission's formula.  Each Class's
distribution rate is calculated by dividing the most recent month's
distributions, annualized, by the maximum offering price of that Class
at the end of the month.  Each Class's performance may be compared to
various indices.  Quotations from various publications may be included
in sales literature and advertisements. See "Performance Measures" in
the Statement of Additional Information for more information.

All performance information is historical and does not predict future
results.


HOW THE FUND IS MANAGED

The Trustees formulate the Fund's general policies and oversee the
Fund's affairs as conducted by the Adviser.

The Adviser is a subsidiary of The Colonial Group, Inc.  Colonial
Investment Services Division, Inc. (Distributor), is a subsidiary of
the Adviser and serves as the distributor for the Fund's shares.  The
Colonial Group, Inc. is the parent of Colonial Investors Service
Center, Inc. (Transfer Agent), which serves as the shareholder
services and transfer agent for the Fund.  The Colonial Group, Inc. is
a direct subsidiary of Liberty Financial Companies, Inc. which in turn
is an indirect subsidiary of Liberty Mutual Insurance Company (Liberty
Mutual).  Liberty Mutual is considered to be the controlling entity of
The Colonial Group, Inc.  Liberty Mutual is an underwriter of worker's
compensation insurance and a property and casualty insurer in the U.S.

The Adviser furnishes the Fund with investment management, accounting
and administrative personnel and services, office space and other
equipment and services at the Adviser's expense.  For these services,
the Fund paid the Adviser 0.64% of the Fund's average net assets for
fiscal year 1994.

James P. Haynie, Vice President of the Adviser, has co-managed the
Fund since June, 1995, and has managed various other Colonial equity
funds since 1993.  Prior to joining the Adviser in 1993, Mr. Haynie
was a Vice President at Massachusetts Financial Services Company and a
Portfolio Manager at Trinity Investment Management.

John E. Lennon serves as the other co-manager of the Fund.  Mr.
Lennon, Vice President of the Adviser, has managed the Fund since 1984
and various other Colonial equity funds since 1982.

The Adviser also provides pricing and bookkeeping services to the Fund
for a monthly fee of $2,250 plus a percentage of the Fund's average
net assets over $50 million.

The Transfer Agent provides transfer agency and shareholder services
to the Fund for a fee of 0.20% annually of average net assets plus out-
of-pocket expenses.

Each of the foregoing fees is subject to any reimbursement or fee
waiver to which the Adviser may agree.

The Adviser places all orders for the purchase and sale of portfolio
securities. In selecting broker-dealers, the Adviser may consider
research and brokerage services furnished to it and its affiliates.
Subject to seeking best execution, the Adviser may consider sales of
shares of the Fund (and of certain other Colonial funds) in selecting
broker-dealers for security portfolio transactions.


HOW THE FUND VALUES ITS SHARES

Per share net asset value is calculated by dividing the total value of
each Class's net assets by its number of outstanding shares.  Shares
are valued each day the New York Stock Exchange (Exchange) is open.
Portfolio securities for which market quotations are readily available
are valued at market.  Short-term investments maturing in 60 days or
less are valued at amortized cost when it is determined, pursuant to
procedures adopted by the Trustees, that such cost approximates market
value.  All other securities and assets are valued at fair value
following procedures adopted by the Trustees.


DISTRIBUTIONS AND TAXES

The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code and to distribute to shareholders virtually
all net income and any net realized gain at least annually.

The Fund generally declares distributions daily and pays them monthly.
Distributions are invested in additional shares of the same Class of
the Fund at net asset value unless the shareholder elects to receive
cash.  Regardless of the shareholder's election, distributions of $10
or less will not be paid in cash but will be invested in additional
shares of the same Class of the Fund at the net asset value.  To
change your election, call the Transfer Agent for information. Whether
you receive distributions in cash or in additional Fund shares, you
must report them as taxable income unless you are a tax-exempt
institution.  If you buy shares shortly before a distribution is
declared, the distribution will be taxable although it is in effect a
partial return of the amount invested.  Each January, information on
the amount and nature of the Fund's distributions for the prior year
is sent to shareholders.

Distributions will qualify for the federal corporate dividends-
received deduction only to the extent of aggregate qualifying
dividends received by the Fund.  Corporate shareholders must hold
shares of the Fund for 46 days to be eligible for the deduction.  The
amount of dividends qualifying for the deduction will be reduced if a
shareholder has indebtedness "directly attributable" to the shares
owned.  A corporate shareholder's distributions from the Fund are
includable in its adjusted current earnings for purposes of computing
the corporate alternative minimum tax (AMT) and may result in AMT
liability.


HOW TO BUY SHARES

Shares are offered continuously.  Orders received in good form prior
to the time at which the Fund values its shares (or placed with a
financial service firm before such time and transmitted by the
financial service firm before the Fund processes that day's share
transactions) will be processed based on that day's closing net asset
value, plus any applicable initial sales charge.

The minimum initial investment is $1,000; subsequent investments may
be as small as $50.  The minimum initial investment for the Colonial
Fundamatic program is $50.  Certificates will not be issued for Class
B shares and there are some limitations on the issuance of Class A
certificates.  The Fund may refuse any purchase order for its shares.
See the Statement of Additional Information for more information.

Class A Shares.  Class A shares are offered at net asset value plus an
initial or a contingent deferred sales charge as follows:

                           _______Initial Sales Charge_____
                                                Retained
                                                   by
                                                Financial
                                                Service
                                                Firm as
                             ______as % of____    % of
                             Amount    Offering Offering
Amount Purchased            Invested    Price   Price
Less than $50,000              4.99%    4.75%   4.25%
$50,000 to less than
$100,000                       4.71%    4.50%   4.00%    
$100,000 to less than
$250,000                       3.63%    3.50%   3.00%
$250,000 to less than
$500,000                       2.56%    2.50%   2.00%
$500,000 to less than
$1,000,000                     2.04%    2.00%   1.75%
$1,000,000 or more             0.00%    0.00%   0.00%

On purchases of $1 million or more, the Distributor pays the financial
service firm a cumulative commission as follows:

Amount Purchased             Commission
First $3,000,000             1.00%
Next $2,000,000              0.50%
Over $5,000,000              0.25% (1)
(1)  Paid over 12 months but only to the extent the shares remain outstanding.

Purchases of $1 million to $5 million are subject to a 1.00%
contingent deferred sales charge payable to the Distributor on
redemptions within 18 months from the first day of the month following
the purchase.  The contingent deferred sales charge does not apply to
the excess of any purchases over $5 million.

Class A shares bear a 0.25% annual service fee.

Class B Shares.  Class B shares are offered at net asset value,
without an initial sales charge, subject to a 0.75% annual
distribution fee for approximately 8 years (at which time they convert
to Class A shares not bearing a distribution fee), a 0.25% annual
service fee and a contingent deferred sales charge if redeemed within
6 years after purchase.  As shown below, the amount of the contingent
deferred sales charge depends on the number of years after purchase
that the redemption occurs:

   Years        Contingent
   After         Deferred
  Purchase     Sales Charge
    0-1           5.00%
    1-2           4.00%
    2-3           3.00%
    3-4           3.00%
    4-5           2.00%
    5-6           1.00%
More than 6       0.00%

Year one ends one year after the end of the month in which the
purchase was accepted and so on.

The Distributor pays financial service firms a commission of 4.00% on
Class B share purchases.

General.  All contingent deferred sales charges are deducted from the
redemption, not the amount remaining in the account, and are paid to
the Distributor.  Shares issued upon distribution reinvestment and
amounts representing appreciation are not subject to a contingent
deferred sales charge.  The contingent deferred sales charge is
imposed on redemptions which result in the account value falling below
its Base Amount (the total dollar value of purchase payments in the
account reduced by prior redemptions on which a contingent deferred
sales charge was paid and any exempt redemptions).  See the Statement
of Additional Information for more information.

Which Class is more beneficial to an investor depends on the amount
and intended length of the investment.  Large investments, qualifying
for a reduced Class A sales charge, avoid the distribution fee.
Investments in Class B shares have 100% of the purchase invested
immediately.  Purchases of $250,000 or more must be for Class A
shares.  Consult your financial service firm.

Financial service firms may receive different compensation rates for
selling different classes of shares.  The Distributor may pay
additional compensation to financial service firms which have made or
may make significant sales.

Initial or contingent deferred sales charges may be reduced or
eliminated for certain persons or organizations purchasing Fund shares
alone or in combination with certain other Colonial funds.  See the
Statement of Additional Information for more information.

Shareholder Services.  A variety of shareholder services are
available.  For more information about these services or your account,
call 1-800-345-6611.  Some services are described in the attached account
application. A shareholder's manual explaining all available services
will be provided upon request.


HOW TO SELL SHARES

Shares may be sold on any day the Exchange is open, either directly to
the Fund or through your financial service firm.  Sale proceeds
generally are sent within seven days (usually on the next business day
after your request is received in good form).  However, for shares
recently purchased by check, the Fund will send proceeds as soon as
the check has cleared (which may take up to 15 days).

Selling Shares Directly To The Fund.  Send a signed letter of
instruction or stock power form to the Transfer Agent, along with any
certificates for shares to be sold. The sale price you will receive is
the net asset value (less any applicable contingent deferred sales
charge) next calculated after the Fund receives the request in proper
form.  Signatures must be guaranteed by a bank, a member firm of a
national stock exchange or another eligible guarantor institution.
Stock power forms are available from financial service firms, the
Transfer Agent and many banks.  Additional documentation is required
for sales by corporations, agents, fiduciaries,  surviving joint
owners and individual retirement account holders.  For details
contact:

                Colonial Investors Service Center, Inc.
                             P.O. Box 1722
                        Boston, MA  02105-1722
                            1-800-345-6611
                                   
Selling Shares Through Financial Service Firms.  Financial service
firms must receive requests before 4:00 p.m. Eastern time to receive
that day's price, are responsible for furnishing all necessary
documentation to the Transfer Agent and may charge for this service.

General.  The sale of shares is a taxable transaction for federal tax
purposes and may be subject to a contingent deferred sales charge.
The contingent deferred sales charge may be waived under certain
circumstances.  See the Statement of Additional Information for more
information.  Under unusual circumstances, the Fund may suspend
repurchases or postpone payment for up to seven days or longer, as
permitted by federal securities law.

In June of any year, the Fund may deduct $10 (payable to the Transfer
Agent) from accounts valued at less than $1,000 unless the account
value has dropped below $1,000 solely as a result of share value
depreciation.  Shareholders will receive 60 days' written notice to
increase the account value before the fee is deducted.


HOW TO EXCHANGE SHARES

Exchanges at net asset value may be made among shares of the same
class of most  Colonial funds.  Shares will continue to age without
regard to the exchange for purposes of conversion and determining the
contingent deferred sales charge, if any, upon redemption.  Carefully
read the prospectus of the fund into which the exchange will go before
submitting the request.  Call 1-800-248-2828 to receive a prospectus
and an exchange authorization form.  Call 1-800-422-3737 to exchange
shares by telephone.  An exchange is a taxable capital transaction for
federal tax purposes.  The exchange service may be changed, suspended
or eliminated upon 60 days' written notice.

Class A Shares.  An exchange from a money market fund into a non-money
market fund will be at the applicable offering price next determined
(including sales charge), except for amounts on which a sales charge
previously had been paid.  Non-money market fund shares must be held
for five months before qualifying for exchange to a fund with a higher
sales charge, after which they and all other exchanges are made at the
net asset value next determined.

Class B Shares.  Exchanges of Class B shares are not subject to the
contingent deferred sales charge.  However, if shares are redeemed
within six years after the original purchase, a contingent deferred
sales charge will be assessed using the schedule of the fund in which
the original investment was made.


TELEPHONE TRANSACTIONS

All shareholders and/or their financial advisers may redeem up to
$50,000 of Fund shares by telephone, and may elect telephone
redemption privileges for larger amounts on the account application.
All exchanges may be accomplished by telephone.  See the Statement of
Additional Information for more information.  The Adviser, the
Transfer Agent and the Fund will not be liable when following
telephone instructions reasonably believed to be genuine and a
shareholder may suffer a loss from unauthorized transactions.  The
Transfer Agent will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine.  Shareholders
and/or their financial advisers will be required to provide their
name, address and account number.  Financial advisers will also be
required to provide their broker number.  Proceeds and confirmations
of telephone transactions will be mailed or sent to the address of
record.  Telephone redemptions are not available on accounts with an
address change in the preceding 60 days.  All telephone transactions
are recorded.  Shareholders are not obligated to transact by telephone.

12B-1 PLANS

Under 12b-1 Plans, the Fund pays the Distributor an annual service fee
of 0.25% of average net assets attributed to each Class of shares.
The Fund also pays the Distributor an annual distribution fee of 0.75%
of the average net assets attributed to its Class B shares.  Because
the Class B shares bear the additional distribution fee, their
dividends will be lower than the dividends of Class A shares.  Class B
shares automatically convert to Class A shares, approximately eight
years after the Class B shares were purchased.  The multiple class
structure could be terminated should certain Internal Revenue Service
rulings be rescinded.  See the Statement of Additional Information for
more information.  The Distributor uses the fees to defray the cost of
commissions and service fees paid to financial service firms which
have sold Fund shares, and to defray other expenses such as sales
literature, prospectus printing and distribution, shareholder
servicing costs  and compensation to wholesalers.  Should the fees
exceed the Distributor's  expenses in any year, the Distributor would
realize a profit.  The Plans also authorize other payments to the
Distributor and its affiliates (including the Adviser) which may be
construed to be indirect financing of sales of Fund shares.

ORGANIZATION AND HISTORY

The Fund is the successor to Colonial Corporate Cash Trust I organized
in 1981.  The Fund represents an entire interest in a separate
portfolio of the Trust which is a Massachusetts business trust
organized in 1978.

The Trust is not required to hold annual shareholder meetings, but
special meetings may be called for certain purposes.  You receive one
vote for each of your Fund shares.  Shares of the Trust vote together
except when required by law to vote separately by fund or by class.
Shareholders owning in the aggregate ten percent of Trust shares may
call meetings to consider removal of Trustees.  Under certain
circumstances, the Trust will provide information to assist
shareholders in calling such a meeting.  See the Statement of
Additional Information for more information.

Investment Adviser
Colonial Management Associates, Inc.
One Financial Center
Boston, MA  02111-2621

Distributor
Colonial Investment Services, Inc.
One Financial Center
Boston, MA 02111-2621

Custodian
Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA  02108-2624

Shareholder Services and Transfer Agent
Colonial Investors Service Center, Inc.
One Financial Center
Boston, MA  02111-2621
1-800-345-6611

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110-2624

Legal Counsel
Ropes & Gray
One International Place
Boston, MA 02110-2624



Your financial service firm is:
  










Printed in U.S.A.




March 30, 1995,
Revised July 12, 1995

COLONIAL

UTILITIES

FUND



PROSPECTUS


Colonial Utilities Fund seeks primarily current income and secondarily
long-term growth.
For more detailed information about the Fund, call the Adviser at 1-
800-248-2828 for the March 30, 1995 Statement of Additional
Information.






FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR INSURED BY, ANY BANK OR GOVERNMENT AGENCY.




                    Colonial Mutual Funds
_________________________________________________________________
Please send your completed application to:
                              
                    Colonial Mutual Funds
                        P.O. Box 1722
              Boston, Massachusetts 02105-1722

New Account Application/Revision to Existing Account

To open a new account, complete sections 1, 2, 3, & 8.
To apply for special services for a new or existing account,
complete sections 4, 5, 6, 7, or 9 as appropriate.

___ Please check here if this is a revision.

1-----------Account Ownership--------------
Please choose one of the following.

__Individual:  Print your name, Social Security #, U.S.
citizen status.

__Joint Tenant:  Print all names, the Social Security # for
the first person, and his/her U.S. citizen status.

__Uniform Gift to Minors: Name of custodian and minor,
minor's Social Security #, minor's U.S. citizen status.

__Corporation, Association, Partnership: Include full name,
Taxpayer I.D. #.

__Trust: Name of trustee, trust title & date, and trust's
Taxpayer I.D. #.

______________________________________
Name of account owner

______________________________________
Name of joint account owner

______________________________________
Street address

______________________________________
Street address

______________________________________
City, State, and Zip

______________________________________
Daytime phone number

______________________________________
Social Security  # or Taxpayer I.D. #

Are you a U.S. citizen?  Yes___    No___

______________________________________
If no, country of permanent residence


______________________________________
Owner's date of birth

______________________________________
Account number (if existing account)

2 -----Colonial Fund(s) You Are Purchasing--------

Your investment will be made in Class A shares if no class
is indicated.  Certificates are not available for Class B shares.
If no distribution option is selected,
distributions will be reinvested in additional Fund shares.
Please consult your financial adviser to determine which
class of shares best suits your needs.

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

Fund Choice(s)

Fund
___ A Shares ___ B Shares (less than $250,000)


$______________________________________________
Amount

Method of Payment

Choose one for each fund

___Check payable to the Fund, enclosed

___Bank wired on  (Date) ____/____/____
     Wire confirmation #

___Dealer purchased on (Date) ____/____/____
     Trade confirmation #

Ways to Receive Your Distributions

Choose one for each fund

___Reinvest dividends and capital gains

___Dividends in cash; reinvest capital gains

___Dividends and capital gains in cash

___Automatic Dividend Diversification See section 5A, inside

___Direct Deposit via Colonial Cash Connection See section
4B, inside

3---Your Signature & Taxpayer I.D. Number Certification----

Each person signing on behalf of an entity represents that
his/her actions are authorized.

I have received and read each appropriate Fund prospectus
and understand that its terms are incorporated by reference
into this application.  I understand that this application
is subject to acceptance. I understand that certain
redemptions may be subject to a contingent deferred sales
charge.  I certify, under penalties of perjury, that:

1.  The Social Security # or Taxpayer  I.D. # provided is
correct.
Cross out 2(a) or 2(b) if either is not true in your case.

2.  I am not subject to 31% backup withholding because (a) I
have not been notified that I am subject to backup
withholding or (b) the Internal Revenue Service has notified
me that I am no longer subject to backup withholding.

It is agreed that the Fund, all Colonial companies and their
officers, directors, agents, and employees will not be
liable for any loss, liability, damage, or expense for
relying upon this application or any instruction believed
genuine.

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

X______________________________________________
 Signature

_______________________________________________
Capacity, if applicable       Date

4--------Ways to Withdraw from Your Fund-------

It may take up to 30 days to activate the following
features. Complete only the section(s) that apply to the
features you would like.

A. Systematic Withdrawal Plan (SWP)
You can receive monthly, quarterly, or semiannual checks
from your account in any amount you select, with certain
limitations. Your redemption checks can be sent to you at
the address of record for your account, to your bank
account, or to another person you choose. The value of the
shares in your account must be at least $5,000 and you must
reinvest all of your distributions. Checks will be processed
on the 10th calendar day of the month or the following
business day.  Withdrawals in excess of 12% annually of your
current account value will not be accepted. Redemptions made
in addition to Plan payments may be subject to a contingent
deferred sales charge for Class B shares. Please
consult your financial or tax adviser before electing this
option.

Funds for Withdrawal:

______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).

______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).
______________________________________________
Name of fund

Withdrawal Amount
Redeem shares from account as follows:
Dollar amount of payment $___________
or
Total annual %_________

Frequency  (choose one)
__Monthly __Quarterly         __Semiannually

I would like payments to begin _________________ (month).

Payment Instructions
Send the payment to (choose one):
__My address of record.
__My bank account via Colonial Cash Connection. Please
complete Section 4B and the Bank Information section below.
__The payee listed at right.

______________________________________________
Name of payee

______________________________________________
Address of payee

______________________________________________
City

______________________________________________
State                    Zip

______________________________________________
Payee's bank account number, if applicable

X_____________________________________________
Signature of account owner(s)

X_____________________________________________
Signature of account owner(s)

Signatures of all owners must be guaranteed. Provide the
name, address, payment amount, and frequency for other
payees (maximum of 5) on a separate sheet.

B.  Direct Deposit via Colonial Cash Connection
You can arrange to have distributions from your Colonial
fund account(s) or Systematic Withdrawal Plan checks
automatically deposited directly into your bank checking
account. Distribution deposits will be made 2 days after the
Fund's payable date. Please complete Bank Information below
and attach a blank check marked "VOID."

Please deposit my:
__Dividend distributions only
__Dividend and capital gain distributions
__Systematic Withdrawal Plan payments

I understand that my bank must be a member of the Automated
Clearing House system.

C. Telephone Withdrawal Options

All telephone transaction calls are recorded. These options
are not available for retirement accounts.

1.  Fast Cash
You are automatically eligible for this service.  You or
your financial adviser can withdraw up to $50,000 from your
account and have it sent to your address on our records. For
your protection, this service is only available on accounts
that have not had an address change within
60 days of the redemption request.

2.  Telephone Redemption
__I would like the Telephone Redemption privilege.
You may withdraw shares from your fund account by telephone
and send your money to your bank account. If you are adding
this service to an existing account, complete the Bank
Information section below and have all shareholder
signatures guaranteed.

Colonial's and the Fund's liability is limited when
following telephone instructions; a shareholder may suffer a
loss from an unauthorized transaction reasonably believed by
Colonial to have been authorized.  Telephone redemptions
exceeding $5,000 will be sent via Federal Fund Wire, usually
on the next business day ($7.50 will be deducted).
Redemptions of $5,000 or less will be sent by check to your
designated bank.

Bank Information (For A, B, or C Above)
I authorize deposits to the following bank account:

____________________________________________________________
____
Bank name           City           Bank account number

____________________________________________________________
____
Bank street address State     Zip  Bank routing # (your bank
can provide this)


5-----Ways to Make Additional Investments--------
These services involve continuous investments regardless of
varying share prices. Please consider your ability to
continue purchases through periods of price fluctuations.
Dollar cost averaging does not assure a profit or protect
against loss in declining markets.

A. Automatic Dividend Diversification
Please diversify my portfolio by investing fund
distributions in another Colonial fund. These investments
will be made in the same share class and without sales
charges. I have carefully read the prospectus for the
fund(s) listed below.

____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)


____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

____________________________
From fund

____________________________
Account number (if existing)

____________________________
To fund

____________________________
Account number (if existing)

B. Automated Dollar Cost Averaging
This program allows you to automatically have money from any
Colonial fund in which you have a  balance of at least
$5,000 transferred into the same share class of up to four
other Colonial funds, on a monthly basis. The minimum amount
for each transfer is $100. Please complete the section
below.

____________________________________
Fund from which shares will be sold

$_________________________
 Amount to redeem monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly

____________________________________
Fund name

$_________________________
 Amount to invest monthly
____________________________________
Fund name

$_________________________
 Amount to invest monthly

C. Fundamatic
Fundamatic automatically transfers the specified amount from
your bank checking account to your Colonial fund account.
Your bank needs to be a member of the Automated Clearing
House system. Please attach a blank check marked "VOID."
Also, complete the section below and Fundamatic
Authorization (Section 6).

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month


____________________________________
Fund name

$_____________________        _________________
Amount to transfer       Month to start

Frequency
__Monthly or   __Quarterly

Date
__5th or  __20th of the month

6 -------------Fundamatic Authorization--------------------
Authorization to honor checks drawn by Colonial Investors
Service Center, Inc.  Do Not Detach.  Make sure all depositors on
the bank account sign to the far right.  Please attach a
blank check marked "VOID" here.  See reverse for bank
instructions.

I authorize Colonial to draw on my bank account, by check or
electronic funds transfer, for an investment in a Colonial
fund. Colonial and my bank are not liable for any loss
arising from delays or dishonored draws. If a draw is not
honored, I understand that notice may not be given and
Colonial may reverse the purchase and charge my account $15.

______________________________________
Bank name

______________________________________
Bank street address

______________________________________
Bank street address

______________________________________
City            State          Zip

______________________________________
Bank account number

______________________________________
Bank routing #

X_____________________________________
 Depositor's Signature(s)
 Exactly as appears on bank records

X_____________________________________
 Depositor's Signature(s)
 Exactly as appears on bank records

7--Ways to Reduce Your Sales Charges for Class A Shares--
These services can help you reduce your sales charge while
increasing your share balance over the long term.

A. Right of Accumulation
If you, your spouse or your children own Class A, B or D
shares in other Colonial funds, you may be eligible for a
reduced sales charge. The combined value of your accounts
must be $50,000 or more. Class A shares of money market
funds are not eligible unless purchased by exchange from
another Colonial fund.

The sales charge for your purchase will be based on the sum
of the purchase added to the value of all shares in other
Colonial funds at the previous day's public offering price.

__Please link the accounts listed below for Right of
Accumulation privileges, so that this and future purchases
will receive any discount for which they are eligible.

_____________________________________
Name on account

_____________________________________
Account number

_____________________________________
Name on account

_____________________________________
Account number

B. Statement of Intent
If you agree in advance to invest at least $50,000 within 13
months, you'll pay a lower sales charge on every dollar you
invest. If you sign a Statement of Intent within 90 days
after you establish your account, you can receive a
retroactive discount on prior investments.  The amount
required to receive a discount varies by fund; see the sales
charge table in the "How to Buy Shares" section of your fund
prospectus.

__I want to reduce my sales charge.
I agree to invest $ _______________
over a 13-month period starting ______/______/ 19______ (not
more than 90 days prior to this application). I understand
an additional sales charge must be paid if I do not complete
this Statement of Intent.

8-------------Financial Service Firm---------------------
To be completed by a Representative of your financial
service firm.

This application is submitted in accordance with our selling
agreement with Colonial Investment Services, Inc. (CISI), the
Fund's prospectus, and this application. We will notify CISI
of any purchase made under a Statement of Intent, Right of
Accumulation, or Sponsored Arrangement.  We guarantee the
signatures on this application and the legal capacity of the
signers.

_____________________________________
Representative's name

_____________________________________
Representative's number

_____________________________________
Representative's phone number

_____________________________________
Account # for client at financial
 service firm

_____________________________________
Branch office address

_____________________________________
City

_____________________________________
State               Zip

_____________________________________
Branch office number

_____________________________________
Name of financial service firm

_____________________________________
Main office address

_____________________________________
Main office address

_____________________________________
City

_____________________________________
State               Zip


X____________________________________
 Authorized signature

9--Request for a Combined Quarterly Statement Mailing--
Colonial can mail all of your quarterly statements in one
envelope. This option simplifies your record keeping and
helps reduce fund expenses.

__I want to receive a combined quarterly mailing for all my
accounts.

Fundamatic (See Reverse Side)
Applications must be received before the start date for
processing.

This program's deposit privilege can be revoked by Colonial
without prior notice if any check is not paid upon
presentation. Colonial has no obligation to notify the
shareholder of non-payment of any draw. This program may be
discontinued by Colonial by written notice at least 30
business days prior to the due date of any draw or by the
shareholder at any time.

To the Bank Named on the Reverse Side:

Your depositor has authorized Colonial Investors Service
Center, Inc. to collect amounts due under an investment program
from his/her personal checking account. When you pay and
charge the draws to the account of your depositor executing
the authorization payable to the order of Colonial Investors
Service Center, Inc. Colonial Management Associates, Inc., hereby
indemnifies and holds you harmless from any loss (including
reasonable expenses) you may suffer from honoring such draw,
except any losses due to your payment of any draw against
insufficient funds.

D-461L-594

Checkwriting Signature Card
(Class A Shares Only)

Colonial Mutual Funds

Signature Card for the Bank of Boston ("Bank").

- -----------------------------------------------
Name of Fund	

- -----------------------------------------------
Fund account number

To request additional signature cards, please call Colonial at 1-800-248-2828.

Account Name: 

You must sign below exactly as your account is registered.

X
- -----------------------------------------------
Signature

X
- -----------------------------------------------
Signature                         	

By signing this card, you are subject to the conditions printed on the reverse
side.  If adding this privilege to an existing account, your signatures must be
guaranteed.

Checkwriting Privilege

By electing the checkwriting privilege and signing the signature card, I
acknowledge that I am subject to the rules and regulations of the Bank of
Boston ("Bank") as currently existing and as they may be amended from time
to time. I designate the Bank as my representative to present checks drawn
on my Fund account to the Fund or its Agent and deposit the proceeds in this
checking account. I understand that the shares for which share certificates
have been issued or requested cannot be redeemed in this manner.

I understand that if my Fund account is registered in joint tenancy, that all
checks must include all signatures of all persons named on the account.
If the account is registered in joint tenancy, each person guarantees the
genuineness of all other parties' signatures.

Minimum and Maximum
I understand that checks may not be in amounts less than $500 nor more than
$100,000, and that the Fund reserves the right to change these limits in its
sole discretion. I agree that neither the Fund nor its Agent is responsible
for any loss, expense, or cost arising from these redemptions. Also, if I have
recently made additional investments, I understand that redemption proceeds
will not be available until the check used to purchase the investment
(including a certified or cashier's check) has been cleared by the bank on
which it is drawn, which could take up to 15 days or more.

D-256A-1094



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