COLONIAL TRUST VII
497, 1995-07-13
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                    COLONIAL NEWPORT TIGER FUND
                              
    Supplement to the Statement of Additional Information dated
                           March 1, 1995
            (Supplanting Supplement dated June 1, 1995)
                              

Non-fundamental policy 1 under the caption Other Investment
Policies has been revised in its entirety as follows:

1. Own securities of any company if officers and Trustees of the
   Trust or officers and directors of the Adviser who
   individually own more than 0.5% of such securities together
   own more than 5% of such securities;

The first paragraph under the caption Investment Performance
is revised in its entirety as follows:

The Fund's average annual total returns at December 31, 1994 were:

                                                May 31, 1989
                                  (commencement of investment operations)
             1 year       5 years        through December 31, 1994

            (11.96)%      15.03%                   15.45%

The first paragraph under the sub-caption Reinvestment
Privilege under the caption INVESTOR SERVICES is revised in
its entirety as follows:

An investor who has redeemed Class A, B, D or T shares may, upon request, 
reinvest within one year a portion or all of the proceeds of such sale 
in shares of the same Class of any Colonial fund at the NAV next determined 
after CISC receives a written reinvestment request and payment.  Any CDSC 
paid at the time of the redemption will be credited to the shareholder upon 
reinvestment.  The period between the redemption and the reinvestment will 
not be counted in aging the reinvested shares for purposes of calculating 
any CDSC or conversion date.  Investors who desire to exercise this Privilege 
should contact their FSF or CISC.  Shareholders may exercise this Privilege 
an unlimited number of times. Exercise of this Privilege does not alter the 
federal income tax treatment of any capital gains realized on the prior sale 
of Fund shares, but to the extent any such shares were sold at a loss, some 
or all of the loss may be disallowed for tax purposes.  Consult your tax 
adviser.

NT-39/071B-0795                                               July 14, 1995



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