LFC UTILITIES TRUST, POS AMI, 1996-02-26

LFC UTILITIES TRUST
POS AMI, 1996-02-26

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1940 Act File No: 811-6393

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 7 /X/

LFC UTILITIES TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)

One Financial Center, Boston, Massachusetts 02111
(Address of Principal Executive Offices)

617-426-6750
(Registrant's Telephone Number, Including Area Code)

Name and Address
of Agent for Service Copy to:

Arthur O. Stern, Esq. John M. Loder, Esq.
Colonial Management Associates, Inc. Ropes & Gray
One Financial Center One International Place
Boston, MA 02111 Boston, MA 02110-2524

PART A

Responses to Items 1 through 3 of Part A have been omitted
pursuant to paragraph 4 of Instruction F of the General
Instructions to Form N-1A.

Item 4. General Description of Registrant

Reference is made to the information under Item 4, General
Description of Registrant, in Amendment No. 1 to Registrant's
Registration Statement ("Registration Statement") on Form N-1A
under the Investment Company Act of 1940 ("Amendment No. 1"), as
amended by Amendment No. 4 to such Registration Statement
("Amendment No. 4").

Reference is made to General Description of Registrant -
Portfolio Turnover in Amendment No. 1. The portfolio turnover
rates for the Portfolio, for the fiscal years ended October 31,
1993, 1994 and 1995 were 41%, 34% and 46%, respectively.

Reference is made to the information in the caption General
Description of Registrants - Introduction in Amendment No. 1 is
hereby amended to read in its entirety as follows:

Introduction

LFC Utilities Trust (the "Portfolio") is a no-load, diversified,
open-end management investment company which was organized as a
trust under the laws of the Commonwealth of Massachusetts on
August 14, 1991. Beneficial interests in the Portfolio (the
"Interest" or "Interests") are issued solely in private placement
transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). Investments in Portfolio may be made only by
investment companies, insurance company separate accounts, common
or commingled trust funds or similar organizations or entities
that are "accredited investors" within the meaning of Regulation
D under the 1933 Act. On March 27, 1995, Liberty Financial
Utilities Fund, a series of Liberty Financial Trust (now known as
Colonial Trust VII), merged with and into Colonial Global
Utilities Fund (the "Fund"), a series of Colonial Trust III (the
"Trust"). As of January 31, 1996, the Fund owned in excess of
99.99% of the Interests in the Portfolio and the balance were
owned by Liberty Financial Services, Inc.(Liberty Financial).
This registration statement does not constitute an offer to sell,
or the solicitation of an offer to buy, any "security" within the
meaning of the 1933 Act.

Item 5. Management of the Fund

Reference is made to Item 5, Management of the Portfolio in
Amendment No. 1, as amended by Amendment Nos. 4 and 6.

Robert A. Christensen has been the Portfolio's portfolio manager
since its inception in August, 1991. Mr. Christensen is a Vice
President of the Portfolio and a senior vice president of Stein
Roe & Farnham Incorporated ("Stein Roe"), and has been associated
with Stein Roe since 1962. A chartered investment counselor, he
received his B.A. degree from Vanderbilt University in 1955 and
his M.B.A. from Harvard University in 1962. As of December 31,
1995, he was responsible for managing $872 million in mutual fund
assets for Stein Roe.

Ophelia L. Barsketis has co-managed the Portfolio since
September, 1993. Ms. Barsketis is a Vice President of the
Portfolio and a Senior Vice President of Stein Roe, and has been
associated with Stein Roe since 1983. Ms. Barsketis earned a
B.A. from the University of Chicago in 1979 and a M.I.M. from the
American Graduate School of International Management in 1981.

Stein Roe provides pricing and bookkeeping services to the
Portfolio for a fee of $25,000 per year plus .0025% of the
Portfolio's average daily assets in excess of $50 million and
reimbursement of Stein Roe's out-of-pocket expenses, and investor
accounting services for the Portfolio for a fee of $7,500 per
year.

Item 5A. Management's Discussion of Fund Performance

Omitted pursuant to paragraph 4 of Instruction F of the General
Instructions to Form N-1A.

Item 6. Capital Stock and Other Securities

Reference is made to Item 6, Capital Stock and Other Securities,
hereby incorporated by reference, in Amendment No. 1.

As of the date of this Amendment, theFund held over 99.99% of the
Interests in, and accordingly controlled, Registrant.

Item 7. Purchase of Securities Being Offered

Reference is made to Item 7, Purchase of Securities, hereby
incorporated by reference, in Amendment No. 1.

Item 8. Redemption or Repurchase

Reference is made to Item 8, Redemption or Repurchase, hereby
incorporated by reference, in Amendment No. 1.

Item 9. Pending Legal Proceedings

Not applicable

PART B

Item 10. Cover Page

Not applicable

Item 11. Table of Contents

Reference is made to Item 11, Table of Contents, hereby
incorporated by reference, in Amendment No. 1.

Item 12. General Information and History

Not applicable

Item 13. Investment Objectives and Policies

Reference is made to Item 13, Investment Objectives and Policies,
hereby incorporated by reference, in Amendment No. 1, as amended
by Amendment No. 4.

The Portfolio's portfolio turnover rate for the fiscal years
ended October 31, 1993, 1994 and 1995 was 41%, 34%, and 46%
respectively.

Item 14. Management of the Fund

The officers and Trustees of the Fund and the Portfolio are
listed below.

Position
with
Fund and Principal Occupation
Name and Address Age Portfolio During Past Five Years

Robert J. 68 Trustee Retired (formerly Special
Birnbaum(1) Counsel, Dechert Price &
313 Bedford Road Rhoads)
Ridgewood, NJ 07450

Tom Bleasdale 65 Trustee Retired (formerly
1508 Ferncroft Tower Chairman of the Board and
Danvers, MA 01923 Chief Executive Officer,
Shore Bank & Trust
Company)

Lora S. Collins 60 Trustee Attorney with Kramer,
919 Third Avenue Levin, Naftalis, Nessen,
New York, NY 10022 Kamin & Frankel

James E. Grinnell(1) 66 Trustee Private Investor
22 Harbor Avenue (formerly Senior Vice
Marblehead, MA 01945 President-Operations, The
Rockport Company)

William D. Ireland, 72 Trustee Retired (formerly
Jr. Chairman of the Board,
103 Springline Drive Bank of New England, -
Vero Beach, FL 32963 Worcester)

Richard W. Lowry (1) 59 Trustee Private Investor
10701 Charleston (formerly Chairman and
Drive Chief Executive Officer,
Vero Beach, FL 32963 U.S. Plywood Corporation)

William E. Mayer (2) 55 Trustee Dean, College of Business
College Park, MD and Management,
20742 University of Maryland
(formerly Dean, Simon
Graduate School of
Business, University of
Rochester; Chairman and
Chief Executive Officer,
C.S. First Boston
Merchant Bank; and
President and Chief
Executive Officer, The
First Boston Corporation
from September)

John A. McNeice, Jr. 63 Trustee Chairman of the Board and
Director of Colonial
Management Associates,
Inc., the Fund's
Investment Adviser (CMA)
and The Colonial Group,
Inc. (TCG) (formerly
Chief Executive Officer
of CMA and TCG)

James L. Moody, Jr. 64 Trustee Chairman of the Board,
Hannaford Bros., Co.
(formerly Chief Executive
Officer, Hannaford Bros.
Co.)

John J. Neuhauser 52 Trustee Dean, Boston College
140 Commonwealth School of Management
Avenue
Chestnut, Hill MA
02167

George L. Shinn 73 Trustee Financial Consultant
The First Boston (formerly Chairman, Chief
Corp. Executive Officer and
Tower Forty Nine Consultant, The First
12 East 49th Street Boston Corporation)
New York, NY 10017

Robert L. Sullivan 68 Trustee Self-employed Management
7121 Natelli Woods Consultant (formerly
Lane Management Consultant,
Bethesda, MD 20817 Saatchi and Saatchi
Consulting Ltd.; and
International Practice
Director, Management
Consulting, Peat Marwick
Main & Co.)

Sinclair Weeks, Jr. 72 Trustee Chairman of the Board,
Bay Colony Corporate Reed & Barton Corporation
Ctr.
Suite 4550
1000 Winter Street
Waltham, MA 02154

Gary A. Anetsberger 40 Vice Vice President of Stein
(3) President Roe

Ophelia Barsketis 38 Vice Senior Vice President of
(3) President Stein Roe (formerly Vice
President of Stein Roe)

Robert A. 62 Vice Senior Vice President of
Christensen (3) President Stein Roe

Harold W. Cogger 59 Vice Vice President of
President Colonial Group of Mutual
Funds (4); is President,
Chief Executive Officer
and Director of CMA and
The Colonial Group, Inc.
(TCG) (formerly Executive
Vice President of CMA);
Executive Vice President
and Director, Liberty
Financial

Peter L. Lydecker 41 Controller Controller of Colonial
Group of Mutual Funds
(4); Vice President of
CMA (formerly Assistant
Vice President of CMA)

Davey S. Scoon 48 Vice Vice President of
President Colonial Group of Mutual
Funds (4), is Executive
Vice President and
Director of CMA (formerly
Senior Vice President and
Treasurer of CMA);
Executive Vice President
and Chief Operating
Officer, TCG since
(formerly Vice President
- Finance and
Administration, TCG)

Richard A. Silver 48 Treasurer Treasurer and Chief
and Financial Officer of
Chief Colonial Group of Mutual
Financial Funds (4)(formerly
Officer Controller), is Senior
Vice President and
Director since, Treasurer
and Chief Financial
Officer of CMA; Treasurer
and Chief Financial
Officer, TCG (formerly
Assistant Treasurer, TCG)

Arthur O. Stern 40 Secretary Secretary of Colonial
Group of Mutual Funds
(4), is Director,
Executive Vice President,
General Counsel, Clerk
and Secretary of CMA;
Executive Vice President,
Legal and Compliance,
Clerk of TCG (formerly
Vice President - Legal of
TCG)

(1) On April 3, 1995, and in connection with the merger of TCG
into Liberty Financial which occurred on March 27, 1995,
Liberty Financial Trust (LFT) changed its name to Colonial
Trust VII. Prior to the merger, each of Messrs. Birnbaum,
Grinnell, and Lowry was a Trustee of LFT. Mr. Birnbaum has
been a Trustee of LFT since November, 1994. Each of Messrs.
Grinnell and Lowry has been a Trustee of LFT since August,
1991. Each of Messrs. Birnbaum, Grinnell and Lowry continue
to serve as Trustees under the new name, Colonial Trust VII,
along with each of the other Colonial Trustees named above.
The Colonial Trustees were elected as Trustees of Colonial
Trust VII effective April 3, 1995.
(2) Trustees who are "interested persons" (as defined in the 1940
Act) of the Fund or the Adviser .
(3) The address of each of these officers is One South Wacker
Drive, Chicago, IL 60606.
(4) Colonial Group of Mutual Funds includes: Colonial Trust I,
Colonial II, Colonial Trust III, Colonial Trust IV, Colonial
Trust V, Colonial Trust VI, Colonial Trust VII, Colonial
Intermediate High Income Fund, Colonial Municipal Income
Trust, Colonial InterMarket Income Trust I, Colonial High
Income Municipal Trust and Colonial Investment Grade
Municipal Trust.

Each Trustee and officer of the Portfolio holds the same position
with the Fund except for Messrs. Anetsberger and Christensen and
Ms. Barsketis, who are officers of the Portfolio only.

The address of the officers is One Financial Center, Boston, MA
02111.

Trustees Fees
For the fiscal year ended October 31, 1995 and the calendar year
ended December 31, 1995, the Trustees received the following
compensation for serving as Trustees:

Aggregate
Compensation Pension Total
From or Compensation
Portfolio Retirement From Fund
and Fund Benefits Estimated Complex Paid To
for Fiscal Accrued Annual The Trustees
Year Ended As Part Benefits For Year Ended
October of Fund Upon December 31,
Trustee 31, 1995 Expense Retirement 1995 (a)

Robert J. Birnbaum $259 ----- ----- $ 71,250
Tom Bleasdale 282(b) ----- ----- $ 98,000 (c)
Lora S. Collins 264 ----- ----- $ 91,000
James E. Grinnell 259 ----- ----- $ 71,250
William D. Ireland, Jr. 309 ----- ----- $113,000
Richard W. Lowry 259 ----- ----- $ 71,250
William E. Mayer 262 ----- ----- $ 91,000
John A. McNeice, Jr. 0 ----- ----- -----
James L. Moody, Jr. 295(d) ----- ----- $ 94,500 (e)
John J. Neuhauser 262 ----- ----- $ 91,000
George L. Shinn 233 ----- ----- $102,500
Robert L. Sullivan 302 ----- ----- $101,000
Sinclair Weeks, Jr. 345 ----- ----- $112,000

(a) At December 31, 1995, the Colonial Funds complex consisted of
33 open-end and 5 closed-end management investment company
portfolios.
(b) Includes $170 payable in later years as deferred compensation.
(c) Includes $49,000 payable in later years as deferred
compensation.
(d) Includes $295 payable in later years as deferred compensation.
(e) Total compensation of $94,500 for the calendar year ended
December 31, 1995 will be payable in later years as deferred
compensation.

The following table sets forth the amount of compensation paid to
Messrs. Birnbaum, Grinnell and Lowry in their capacities as
Trustees of the Liberty All-Star Equity Fund and Liberty All-Star
Growth Fund, Inc. (formerly known as The Charles Allmon Trust,
Inc.) (together, Liberty Funds I) for service during the calendar
year ended December 31, 1995, and of Liberty Financial Trust (now
known as Colonial Trust VII) and LFC Utilities Trust (together,
Liberty Funds II) for the period January 1, 1995 through March
26, 1995 (f):

Total
Total Compensation Compensation From
From Liberty Funds Liberty Funds I
II For The Period For The Calendar
January 1, 1995 Year Ended
Trustee through March 26, 1995 December 31, 1995 (g)

Robert J. $2,900 $16,675
Birnbaum(h)
James E. 2,900 22,900
Grinnell(h)
Richard W. 2,900 26,250 (i)
Lowry(h)

(f) On March 27, 1995, four of the portfolios in the Liberty
Financial Trust (now known as Colonial Trust VII) were
merged into existing Colonial funds and a fifth was
reorganized into the Fund. Prior to their election as
Trustees of the Colonial Funds, Messrs. Birnbaum, Grinnell
and Lowry served as Trustees of Liberty Funds II and
continue to serve as Trustees of Liberty Funds I.
(g) At December 31, 1995, the Liberty Funds I were advised by
Liberty Asset Management Company (LAMCO). LAMCO is an
indirect wholly-owned subsidiary of Liberty Financial
Companies, Inc. (an intermediate parent of the Adviser).
(h) Elected as a trustee of the Colonial Funds complex on
April 21, 1995.
(i) Includes $3,500 paid to Mr. Lowry for service as Trustee
of Liberty Newport World Portfolio (formerly known as
Liberty All-Star World Portfolio) (Liberty Newport) during
the calendar year ended December 31, 1995. At December
31, 1995, Liberty Newport was managed by Stein Roe and
Newport Pacific Management, Inc.

The Trustees and officers of the Portfolio owned an aggregate of
49,533.706 shares of the Fund as of January 31, 1996,
constituting less than 1% of the number of shares of the Fund
outstanding.

The Portfolio's Declaration of Trust provides that it will
indemnify its Trustees and officers against liabilities and
expenses incurred in connection with litigation in which they may be involved
because of their offices with the Portfolio, unless it is
determined that they had acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in their offices or had not acted in good faith in the
reasonable belief that their actions were in the best interests
of the Portfolio.

Item 15. Control Persons and Principal Holders of Securities

Reference is made to Item 15, Control Persons and Principal
Holders of Securities, hereby incorporated by reference, in
Amendment No. 1.

On the date of this Amendment, the Fund owned in excess of
99.99% of the Interests in Registrant, and the balance were
owned by Liberty Financial. On that date no person owned of
record, or is known by Registrant to have owned
beneficially, 5% or more of the outstanding shares of the
Fund. The officers and trustees of the Fund as a group
owned an aggregate of less than one percent of the
outstanding shares of the Fund on that date.

Item 16. Investment Advisory and other Services.

Reference is made to Item 16, Investment Management and
Administrative Services, hereby incorporated by reference,
in Amendment No. 1, as amended by Amendment No. 4.

Giving effect to the fee waiver and expense reimbursement
agreements of Stein Roe then in effect, management fees of
$1,060,680, $1,602,643 and $1,256,020 were paid for the
fiscal years ended October 31, 1993, 1994 and 1995,
respectively.

Stein Roe is a an indirect wholly-owned subsidiary of
Liberty Financial which in turn is an indirect subsidiary of
Liberty Mutual Insurance Company.

Stein Roe and its predecessor have been providing investment
advisory services since 1932. As of December 31, 1995,
Stein Roe managed over $23.0 billion in assets: over $5.3
billion in equities and over $17.7 billion in fixed-income
securities (including $4.9 billion in municipal securities).
The $23.0 billion in managed assets included over $5.8
billion held by open-end mutual funds managed by Stein Roe
(approximately 20% of the mutual fund assets were held by
clients of Stein Roe). These mutual funds were owned by
over 151,000 shareholders. The $5.8 billion in mutual fund
assets included over $578 million in over 33,000 IRA
accounts. In managing those assets, Stein Roe utilizes a
proprietary computer-based information system that maintains
and regularly updates information for approximately 6,500
companies. At December 31, 1995 Stein Roe employed
approximately 17 research analysts and 36 account managers.
The average investments-related experience of these
individuals was 20 years.

The directors of Stein Roe are Kenneth R. Leibler, C. Allen
Merrit, Jr., Hans P. Ziegler, Timothy K. Armour and N. Bruce
Callow. Mr. Leibler is President and Chief Executive
Officer of Liberty Financial; Mr. Merrit is Senior Vice
President and Treasurer of Liberty Financial Securities,
Inc.; Mr. Ziegler is Chief Executive Officer of Stein Roe;
Mr. Armour is President of Stein Roe'sSR&F's Mutual Funds
division; and Mr. Callow is President of Stein Roe's
Investment Counsel division. The business address of Messrs.
Leibler and Merrit is Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, Massachusetts 02210; and that of Messrs.
Armour, Ziegler and Callow is One South Wacker Drive,
Chicago, Illinois 60606.

Item 17. Brokerage Allocation and Other Practices

Reference is made to Item 17, Brokerage Allocation and Other
Practices, hereby incorporated by reference, in Amendment
No. 1.

For the fiscal years ended October 31, 1993, 1994 and 1995,
Registrant paid total brokerage commissions of $218,069,
$228,144, and $ 287,806 respectively.

Item 18. Capital Stock and Other Securities

Reference is made to Item 18, Capital Stock and Other
Securities, hereby incorporated by reference, in Amendment
No. 1.

Item 19. Purchase, Redemption and Pricing of Securities Being Offered.

Reference is made to Item 19, Purchase, Redemption and
Pricing of Securities, hereby incorporated by reference, in
Amendment No. 1.

The computation of the Registrant's net assets applicable to
its investors' beneficial interest is included in the
Statement of Assets and Liabilities of Registrant as at
October 31, 1995, referred to under Item 23.

Item 20. Tax Status

Reference is made to Item 20, Tax Status, hereby
incorporated by reference, in Amendment No. 1, as amended by
Amendment No. 4.

Item 21. Underwriters

Not Applicable

Item 22. Calculation of Performance Data

Not Applicable

Item 23. Financial Statements

The financial statements included herein have been included
in reliance on the report of KPMG Peat Marwick LLP,
independent auditors, as experts in accounting and auditing.

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Investment portfolio, October 31, 1995
Statement of assets and liabilities, October 31, 1995
Statement of operations, Year ended October 31, 1995
Statement of changes in net assets, Years ended October 31, 1995
and 1994
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report

(b) Exhibits.

1. Declaration of Trust of Registrant (1)

2. By-laws of Registrant (1)

3. Inapplicable

4. Inapplicable

5. Inapplicable

6. Inapplicable pursuant to Instruction F.4 to Form N-1A

7. Inapplicable

8.(a) Custodian Agreement between Registrant and State
Street Bank & Trust Company (2)

9.(a) Management Agreement between Registrant and Stein
Roe & Farnham Incorporated (2)

(a)(1) Amendment effective March 1, 1994 to Management
Agreement between Registrant and Stein Roe & Farnham
Incorporated (3)

(b) Service Agreement between Registrant and Stein Roe (4)

10. Inapplicable pursuant to Instruction F.4 to Form N-1A

11. Inapplicable pursuant to Instruction F.4 to Form N-1A

12. Inapplicable pursuant to Instruction F.4 to Form N-1A

13. Inapplicable

14. Inapplicable

15. Inapplicable

16. Organization chart (2)

(1) Filed with Registration Statement as originally filed
on August 23, 1991, and incorporated herein by
reference.

(2) Filed with Amendment No. 1 to Registration Statement
as filed on October 10, 1991, and incorporated herein
by reference.

(3) Filed with Amendment No. 4 to Registration Statement
as filed on April 15, 1994.

(4) Filed with Amendment No. 6 to Registration Statement
as filed on April 28, 1995

Item 25. Persons Controlled by or Under Common Control with Registrant

As of February 28, 1996, over 99.99% of the outstanding
Interests in Registrant were held by the Fund, a registered
open-end management investment company organized as a
Massachusetts business trust, and the balance were owned by
Liberty Financial an . See Item 15 above for information
about the principal holders of the shares of the Fund.

Item 26. Number of Holders of Securities

(1) (2)
Number of Record Holders(as of
Title of Class January 31, 1996)

Beneficial Interests 2

Item 27. Indemnification

Reference is made to Item 27, Indemnification, hereby
incorporated by reference, in Amendment No. 1.

Item 28. Business and Other Connections of Investment Adviser

Stein Roe (Manager), the investment manager of the Portfolio, is
a wholly owned subsidiary of SteinRoe Services Inc. (SSI), which
in turn is a wholly owned subsidiary of Liberty Financial
Companies, Inc., which in turn is a subsidiary of Liberty Mutual
Equity Corporation, which in turn is a subsidiary of Liberty
Mutual Insurance Company (LMIC). The Manager acts as investment
adviser to individuals, trustees, pension and profit-sharing
plans, charitable organizations, and other investors. In
addition to the Portfolio, it also acts as investment adviser to
other investment companies having different investment policies.

During the past two years, neither the Manager nor any of its
directors or officers, except for Kenneth R. Leibler, C. Allen
Merritt, Jr. and N. Bruce Callow, have been engaged in any
business, profession, vocation, or employment of a substantial
nature either on their own account or in the capacity of
director, officer, partner or trustee, other than as an officer
or associate of the Manager. Mr. Leibler is President and Chief
Operating Officer of Liberty Financial Companies, Inc.; Mr.
Merritt is Senior Vice President and Treasurer of Liberty
Financial Companies, Inc.; Mr. Callow was Senior Vice President
of the Trust and Financial Services for The Northern Trust prior
to June 1994.

Certain directors and officers of the Manager also serve and have
during the past two years served in various capacities as
officers, directors or trustees of SSI, the LFT or investment
companies managed by the Manager, as shown below. (The listed
entities, except for LFT, are all located at One South Wacker
Drive, Chicago, IL 60606; the address of SteinRoe Variable
Investment Trust and LFT is Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, MA 02110).

Position
Formerly
Current Position Held Within
Past
Two Years
SteinRoe Services Inc.

Gary A. Anetsberger Vice President
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President; Secretary
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
Hans P. Ziegler Director; President; Chairman Vice Chairman
Stephen P. Lautz Vice President
C. Allen Merritt, Jr. Director; Vice President

SR&F Base Trust

Gary A. Anetsberger Sr. V.P. Controller
Timothy K. Armour Pres.; Trustee
Jilaine Hummel Bauer Executive Vice President;
Secretary
Ann H. Benjamin Vice President
N. Bruce Callow Executive Vice President
Stephen P. Lautz Vice President
Hans P. Ziegler Executive Vice President

Stein Roe Income Trust

Gary A. Anetsberger Sr. V.P. Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice President;
Secretary
Ann H. Benjamin Vice President
Thomas W. Butch Vice President
N. Bruce Callow Executive Vice President
Michael T. Kennedy Vice President
Stephen P. Lautz Vice President
Steven P. Luetger Vice President
Lynn C. Maddox Vice President
Jane M. Naeseth Vice President
Thomas P. Sorbo Vice President
Hans P. Ziegler Executive Vice President
Anthony G. Zulfer, Jr. Trustee Ementus Trustee

Stein Roe Investment
Trust

Gary A. Anetsberger Sr. V.P. Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice President;
Secretary
Thomas W. Butch Vice President
N. Bruce Callow Executive Vice President
Daniel K. Cantor Vice President
Robert A. Christensen Vice President
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Alfred F. Kugel Emeritus Trustee Trustee
Stephen P. Lautz Vice President
Lynn C. Maddox Vice President
Richard B. Peterson Vice President
Gloria J. Santella Vice President
Thomas P. Sorbo Vice President
Hans P. Ziegler Executive Vice President
Bruno Bertocci Vice President
David P. Harris Vice President
Harvey B. Hirschhorn Vice President

Stein Roe Municipal
Trust

Gary A. Anetsberger Sr. V.P. Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice President;
Secretary
Thomas W. Butch Vice President
N. Bruce Callow Executive Vice President
Joanne T. Costopoulos Vice President
Stephen P. Lautz Vice President
Lynn C. Maddox Vice President
M. Jane McCart Vice President
Thomas P. Sorbo Vice President
Shary Risting Stadler Vice President
Hans P. Ziegler Executive Vice President
Anthony G. Zulfer, Jr. Trustee Emeritus Trustee

SteinRoe Variable
Investment Trust

Gary A. Anetsberger Treasurer
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President
Ann H. Benjamin Vice President
Robert A. Christensen Vice President
E. Bruce Dunn Vice President
Eric P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President

Item 29. Principal Underwriters

Inapplicable

Item 30. Location of Accounts and Records

Reference in made to Item 30, Location of Accounts and
Records, hereby incorporated herein by reference, in
Amendment No. 1.

Item 31. Management Services

Reference is made to Item 31, Management Services, hereby
incorporated herein by reference, in Amendment No. 1

Item 32. Undertakings

Not applicable

SIGNATURES

Pursuant to the requirements of the Investment Company Act
of 1940, the Registrant has duly caused this Amendment No. 7
to its Registration Statement on Form N-1A to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Boston and the Commonwealth of Massachusetts on
the 26th day of February, 1996.

LFC UTILITIES TRUST

By: ARTHUR O. STERN
----------------
Arthur O. Stern
Secretary

<PAGE>
LFC UTILITIES TRUST

INVESTMENT PORTFOLIO

OCTOBER 31, 1995 (IN THOUSANDS)

<TABLE>
<CAPTION>
COUNTRY
COMMON STOCKS - 67.8% ABBREV. SHARES VALUE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FINANCE, INSURANCE & REAL ESTATE - 4.0%
HOLDINGS & OTHER INVESTMENT COMPANIES
Equity Residential 114 $ 3,192
Marks Centers Trust 214 2,300
National Health Investors, Inc. 110 2,984
--------
8,476
--------
- --------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 2.4%
AIR CONDITIONING & WARM AIR HEATING EQUIPMENT - 1.8%
York International Corp. 90 3,937
--------
ELECTRONIC & ELECTRICAL EQUIPMENT - 0.6%
Kenetech Corp. 220 1,183
--------
- --------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 58.1%
COMMUNICATIONS - 16.2%
Ameritech Corp. 85 4,563
American Telephone & Telegraph Corp. 82 5,216
GTE Corp. 124 5,123
PacifiCorp 253 4,775
Tele Danamark ADS De 152 3,961
Telecom Italia (Mobile) (a) It 2,000 2,221
Telecom Italia (Saving Shares) (a) It 1,370 1,616
Telefonica de Argentina ADR Ar 156 3,243
Telefonica de Espana ADR Sp 101 3,804
--------
34,522
--------
ELECTRIC SERVICES - 24.8%
AES Corp. (a) 165 3,259
Cinergy Corp. 160 4,540
DPL, Inc. 140 3,325
Duke Power Co. 85 3,804
Empressa National ADR Sp 99 4,975
Entergy Corp 80 2,280
Hong Kong Electric ADR HK 1,200 4,082
Korea Electric Power ADR Ko 185 4,579
National Power PLC, ADR UK 133 1,656
NIPSCO Industries, Inc. 122 4,453
</TABLE>

<PAGE>
Investment Portfolio/October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
ELECTRIC SERVICES - CONT.
Powergen PLC, ADR UK 178 $ 6,590
Southern Co. 206 4,918
Utilicorp United, Inc. 153 4,418
--------
52,879
--------
GAS SERVICES - 13.2%
CMS Energy Corp. 150 4,144
MCN Corp. 200 4,350
Northwest Natural Gas Co. 90 2,880
Petronas Gas Berhad (a)(b) Ma 400 1,353
Questar Corp. 124 3,735
RWE (a) G 12 4,286
UGI Corp. 167 3,507
Westcoast Energy, Inc. 273 4,027
--------
28,282
--------
PIPELINES - 2.0%
Enron Global Power & Pipe 180 4,342
--------
TRANSPORTATION - 1.9%
Transportadora de Gas Del Sur ADS Ar 400 4,100
--------
----------------------------------------------------------------------------------------------------------------------------
SERVICES - 3.3%
BUSINESS SERVICES - 1.4%
Alcatel Alsthom ADR Fr 179 3,021
--------
ENERGY SERVICES - 1.9%
Veba AG (a) G 101 4,133
--------
TOTAL COMMON STOCKS (cost of $141,050) 144,875
--------

PREFERRED STOCKS - 6.0%
----------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 1.9%
PAPER & PAPER MILLS
James River 9.000% 130 3,965
--------
----------------------------------------------------------------------------------------------------------------------------
TELEPHONE - 1.7%
TELEPHONE
Telephonos de Mexico PRIDES, 11.250% Mx 126 3,625
--------
----------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 2.4%
ELECTRIC - 1.4%
Ericsson Cor 4.250% 1,000 3,000
--------
TRANSPORTATION SERVICES - 1.0%
GATX Corp., 3.875% 38 2,137
--------
TOTAL PREFERRED STOCKS (cost of $12,830) 12,727
--------
</TABLE>

<PAGE>
Investment Portfolio/October 31, 1995
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

CURRENCY
CORPORATE FIXED-INCOME BONDS - 18.6% ABBREV. PAR VALUE
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FINANCE, INSURANCE & REAL ESTATE - 1.4%
NONDEPOSITORY CREDIT INSTITUTIONS
Financiera Energetica,
9.000% 11/08/99(c) Co $ 3,000 $ 3,068
--------
----------------------------------------------------------------------------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 17.2%
COMMUNICATIONS - 5.8%
Compania De Telefonos Chile,
4.500% 01/15/03 Ch 4,000 4,205
Telekom Malaysian Berhad,
7.125% 08/01/05 Ma 4,000 4,114
Telstra Corp. Ltd.,
6.500% 07/31/03(d) Au 4,000 4,011
--------
12,330
--------
ELECTRICAL SERVICES - 11.4%
Duquense II Funding Corp.,
8.700% 06/01/16 3,471 3,670
Hydro Quebec,
8.050% 07/07/24 Ca 4,000 4,426
Long Island Lighting Co.,
8.500% 05/15/06 2,000 2,033
New York State Electric & Gas Corp.,
9.875% 02/01/20 1,540 1,643
Niagara Mohawk Power Co.,
7.375% 08/01/03 3,625 3,302
Old Dominion Electric Coop.,
8.760% 12/01/22 2,000 2,233
RGS I+M Funding,
9.810% 12/07/22 1,749 2,178
Tenaga Nasional Berhad,
7.875% 06/15/04(e) Ma 4,500 4,817
--------
24,302
--------

TOTAL CORPORATE FIXED-INCOME BONDS (cost of $39,751) 39,700
--------
CORPORATE CONVERTIBLE BONDS - 4.6%
----------------------------------------------------------------------------------------------------------------
TRANSPORATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 4.6%
GAS SERVICES
Consolidated National Gas,
7.250% 12/15/15 4,500 4,641
SFP Pipeline,
10.410% 08/15/10 4,100 5,207
--------
TOTAL CORPORATE CONVERTIBLE BONDS (cost of $9,486) 9,848
--------
</TABLE>

<PAGE>
Investment Portfolio/October 31, 1995
-----------------------------------------------------------------------------
COMMERCIAL PAPER - 2.1%
-----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
FINANCE, INSURANCE & REAL ESTATE - 2.1%
FINANCIAL SERVICES
Prudential Funding, (cost of $4,528)
0.000% 11/01/95 $ 4,528 $ 4,528
--------

TOTAL INVESTMENTS - 99.1% (cost of $207,645)(f)(g) 211,678
--------

OTHER ASSETS & LIABILITIES, NET - 0.9% 1,927
----------------------------------------------------------------------------------------------------------------

NET ASSETS - 100% $213,605
--------
</TABLE>

NOTES TO INVESTMENT PORTFOLIO:
- --------------------------------------------------------------------------------

(a) Non-income producing.
(b) Petronas Gas Berhad is a restricted security which was acquired on
various dates in July of 1995 through September 1995 at a cost of
$1,361. The fair value is determined under the direction of the
Trustees. This security represents 0.6% of the Portfolio's net assets
at October 31, 1995.
(c) Financiera Energetica is a restricted security which was acquired on
June 1, 1995 at a cost of $3,081. The fair value is determined under
the direction of the Trustees. This security represents 1.4% of the
Portfolio's net assets at October 31, 1995.
(d) Telestra Corp. Ltd. is a restricted security which was acquired on June
1, 1995 at a cost of $3,942. The fair value is determined under the
direction of the Trustees. This security represents 1.9% of the
Portfolio's net assets at October 31, 1995.
(e) Tenega Nasional Berhad is a restricted security which was acquired on
May 22, 1995 at a cost of $4,656. The fair value is determined under
the direction of the Trustees. This security represents 2.3% of the
Portfolio's net assets at October 31, 1995.
(f) The sum of all restricted securities represents 6.2% of the Portfolio's
net assets at October 31, 1995.
(g) Cost for federal income tax purposes is $207,716.

<PAGE>
Investment Portfolio/October 31, 1995
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Summary of Securities by Country/
Country/Currency Currency Value % of Total
- --------------------------------------------------------------------
<S> <C> <C> <C>
United States $129,792 61.3%
Malaysia Ma 10,284 4.9%
Spain Sp 8,779 4.1%
Germany G 8,419 4.0%
United Kingdom UK 8,246 3.9%
Argentina Ar 7,343 3.5%
Korea Ko 4,579 2.2%
Canada Ca 4,426 2.1%
Chile Ch 4,205 2.0%
Hong Kong HK 4,082 1.9%
Australia Au 4,011 1.9%
Denmark De 3,961 1.9%
Italy It 3,837 1.8%
Mexico Mx 3,625 1.7%
Columbia Co 3,068 1.4%
France Fr 3,021 1.4%
-------- -----
$211,678 100.0%
======== =====
</TABLE>

Certain securities are listed by country of underlying exposure but may trade
predominantly on other exchanges.

<TABLE>
<CAPTION>
Acronym Name
- ------- ----
<S> <C>
ADR American Depository Receipt
ADS American Depository Shares
PRIDES Preferred Redeemable Increased Dividend Equity Securities
</TABLE>

See notes to financial statements.

<PAGE>
LFC UTILITIES TRUST

STATEMENT OF ASSETS & LIABILITIES

OCTOBER 31, 1995

<TABLE>
<CAPTION>
(In thousands)
<S> <C> <C>
ASSETS
Investments at value (cost $207,645) $211,678

Receivable for:
Interest $ 1,122
Dividends 611
Investment sold 266
Deferred organization expenses 10
Cash and other assets 71 2,080
-------- --------
Total Assets 213,758

LIABILITIES
Payable for:
Management fee 101
Other 5
Accrued:
Accounting expenses 3
Other expenses 44
--------
Total Liabilities 153
--------

NET ASSETS applicable to investors' beneficial interests $213,605
========
</TABLE>

See notes to financial statements.

<PAGE>
LFC UTILITIES TRUST

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 1995

<TABLE>
<CAPTION>
(in thousands)
<S> <C> <C>
INVESTMENT INCOME
Dividends $ 7,531
Interest 7,146
-------
Total Investment Income 14,677

EXPENSES
Management fee $ 1,282
Custodian & accounting fees 90
Audit & legal fees 12
Insurance expense 10
Trustees fees 6
Amortization of deferred organization expenses 10
-------
1,410
Fees waived by adviser (26) 1,384
------- -------
Net Investment Income 13,293
-------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized loss (3,801)
Net unrealized appreciation during the period 14,432
-------
Net Gain 10,631
-------

Net Increase in Net Assets From Operations $23,924
=======
</TABLE>

See notes to financial statements.

<PAGE>
LFC UTILITIES TRUST

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
(in thousands) Year ended October 31
----------------------------
INCREASE (DECREASE) IN NET ASSETS 1995 1994
<S> <C> <C>
Operations:
Net investment income $ 13,293 $ 15,803
Net realized gain (loss) (3,801) 1,054
Net unrealized appreciation (depreciation) 14,432 (38,421)
-------- --------
Net Increase (Decrease) from Operations 23,924 (21,564)
-------- --------

Transactions in investors' beneficial interest
Contributions 7,023 46,602
Withdrawals (78,000) (69,379)
-------- --------
Net transactions in investors' beneficial interest (70,977) (22,777)
-------- --------
Total Decrease (47,053) (44,341)
-------- --------

NET ASSETS
Beginning of period 260,658 304,999
-------- --------
End of period $213,605 $260,658
======== ========
</TABLE>

See notes to financial statements.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Period
ended
Year ended October 31 October 31
-------------------------------------------------- -----------
1995 1994 1993 1992 1991(a)
-------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
RATIOS TO AVERAGE NET ASSETS
Expenses 0.63%(c) 0.61% 0.64% 0.72%(c) 0.58%(b)(c)
Net investment income 5.97%(d) 5.48% 5.29% 6.36%(d) 6.46%(b)(d)
Portfolio turnover 46% 34% 41% 31% 0%
</TABLE>

(a) The Portfolio commenced investment operations on August 23, 1991.
(b) Annualized.

(c) If the Portfolio had paid all of its expenses and there had been no
reimbursement from the Investment Adviser, as described in Note 3, these
these ratios would have been 0.64%, 0.86% and 4.54% (annualized),
respectively.

(d) Computed giving effect to the Investment Adviser's expense limitation
undertaking.

<PAGE>
LFC UTILITIES TRUST

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1995

NOTE 1. ORGANIZATION AND ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
ORGANIZATION: LFC Utilities Trust (the Portfolio) was organized on August 14,
1991 as a trust under Massachusetts law and is registered under the Investment
Company Act of 1940 as an open-end investment company. The Declaration of Trust
permits the Trustees to issue non-transferable interests in the Portfolio. The
Portfolio commenced operations on August 23, 1991.

The following is a summary of significant accounting policies followed by the
Portfolio in the preparation of its financial statements. The policies are in
conformity with the generally accepted accounting principles.

VALUATION OF INVESTMENTS: Equity securities listed on an exchange and
over-the-counter equity securities quoted on the NASDAQ system are valued on the
basis of the last sale on the date as of which the valuation is made, or,
lacking any sales, at the current bid prices. Over-the-counter equity securities
not quoted on the NASDAQ system are valued at the latest bid quotations.
Long-term debt securities are valued primarily on the basis of valuations
furnished by the independent pricing service which utilizes both dealer-supplied
quotations and electronic data processing techniques which take into account
various factors. Securities for which there are not such reliable quotations or
valuations are valued at fair value, as determined in good faith by, or under
the direction of, the Trustees of the Portfolio.

Short-term obligations with less than 60 days remaining to maturity are valued
on the amortized cost basis.

ORGANIZATION EXPENSES: Expenses incurred in connection with the organization of
the Portfolio have been deferred and are being amortized on a straight line
basis over five years.

FEDERAL INCOME TAXES: The Portfolio has complied and intends to comply with the
applicable provisions of the Internal Revenue Service Code. Accordingly, no
provisions for federal income taxes is considered necessary.

OTHER: Investment transactions are accounted for on the trade date. Interest
income and expenses are recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date. Discounts are amortized on a yield to maturity
basis.

NOTE 2. INVESTMENT TRANSACTIONS
- --------------------------------------------------------------------------------
Realized gains and losses are computed on the identified cost basis for both
financial reporting and Federal income tax purposes. The cost of investments
purchased and proceeds from investment sold, excluding short-term investments,
for the year ended October 31, 1995 were $99,840,009 and $145,665,390,
respectively.

<PAGE>
Notes to Financial Statements/October 31, 1995
- --------------------------------------------------------------------------------
Unrealized appreciation (depreciation) at October 31, 1995, based on cost
of investments for federal income tax purposes was:

<TABLE>
<S> <C>
Gross unrealized appreciation $ 16,664,349
Gross unrealized depreciation (12,701,166)
------------
Net unrealized appreciation $ 3,963,183
============
</TABLE>

NOTE 3. TRANSACTIONS WITH AFFILIATES INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------
The Portfolio has a managed agreement with Stein Roe & Farnham, Inc. (Stein
Roe), an indirect wholly-owned subsidiary of Liberty Financial Services, Inc.
(Liberty Financial) under which Stein Roe provides investment management
services. The investment management fee paid to Stein Roe is accrued daily and
paid monthly at an annual rate of 0.55 percent of the Portfolio's average daily
net assets up to $400 million and 0.50 percent of its average daily net assets
thereafter. Prior to March 24, 1995 Stein Roe delegated the performance of its
administrative duties to Liberty Investment Services, Inc. (Liberty Services),
also a wholly owned subsidiary of Liberty Financial. Stein Roe assumed those
duties on March 24, 1995.

EXPENSE LIMITATIONS: Stein Roe and Liberty Services had voluntarily agreed,
until March 24, 1995, not to impose their fees under their management and
administration agreements with the Colonial Global Utilities Fund (the Fund)
(formerly Liberty Financial Utilities Fund), which invests all its assets in the
Portfolio, and the Portfolio, to the extent those fees would cause the aggregate
expenses, as defined, of the Fund and the Portfolio to exceed the rate of 1.25
percent per annum of the Fund's average daily net assets and to guarantee
payments of expenses in excess of that rate.

<PAGE>
INDEPENDENT AUDITORS' REPORT

THE TRUSTEES AND INVESTORS
LFC UTILITIES TRUST:

We have audited the accompanying statement of assets and liabilities of LFC
Utilities Trust including the Investment Portfolio, as of October 31, 1995, and
the related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Trust' s
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of LFC
Utilities Trust as of October 31, 1995, the result of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
presented, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Chicago, Illinois
December 11, 1995

<PAGE>