COLONIAL TRUST VI, 485BPOS, 1995-10-11

COLONIAL TRUST VI
485BPOS, 1995-10-11

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Registration Nos: 33-45117
811-6529
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]

Pre-Effective Amendment No. ______ [ ]

Post-Effective Amendment No. __7__ [ X ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]

Amendment No. __9__ [ X ]

COLONIAL TRUST VI
(Exact Name of Registrant as Specified in Charter)

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

(617) 426-3750
(Registrant's Telephone Number, including Area Code)

Name and Address of Agent for Service: Copy to:

Arthur O. Stern, Esquire John M. Loder, Esquire
Colonial Management Associates, Inc. Ropes & Gray
One Financial Center One International Place
Boston, Massachusetts 02111 Boston, Massachusetts 02110-2624

It is proposed that this filing will become effective (check appropriate
box):

[ ] immediately upon filing pursuant to paragraph (b).
[ X ] on October 20, 1995 pursuant to paragraph (b).
[ ] 60 days after filing pursuant to paragraph (a)(i).
[ ] on [date] pursuant to paragraph (a)(i) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(ii).
[ ] on [date] pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

DECLARATION PURSUANT TO RULE 24f-2

The Registrant has registered an indefinite number of its shares of
beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. On August 25, 1995, the
Registrant filed the Rule 24f-2 Notice for Registrant's fiscal year ended
June 30, 1995.

COLONIAL TRUST VI

Cross Reference Sheet (Colonial U.S. Fund for Growth)

Item Number of Form N-1A Location or Caption in Prospectus

Part A

1. Cover Page

2. Summary of expenses

3. The Fund's financial history

4. Organization and history; How the
Fund pursues its objective; The
Fund's investment objective

5. Cover Page; How the Fund is
managed; Organization and history;
The Fund's investment objective

6. Organization and history;
Distributions and taxes; How to buy
shares

7. How to buy shares; How the Fund
values its shares; 12b-1 plans;
Back cover

8. How to sell shares; How to exchange
shares; Telephone transactions

9. Not Applicable

October 20, 1995

COLONIAL U.S. FUND
FOR GROWTH

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.

Colonial U.S. Fund for Growth (Fund), a diversified portfolio of
Colonial Trust VI (Trust), an open-end management investment company,
seeks growth exceeding the S&P 500 Index (Standard & Poor's Index of
500 common stocks) performance.

The Fund is managed by the Adviser, an investment adviser since 1931.
Portfolio management has been delegated to State Street Global
Advisors, a division of State Street Bank and Trust Company (Sub-
Adviser).

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 October
20, 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
Additional Information is incorporated by reference in (which means it
is considered to be a part of) this Prospectus.

The Fund offers three 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 and, in
addition, are subject to an annual distribution fee and a declining
contingent deferred sales charge on redemptions made within six years
after purchase; and Class D shares are offered at net asset value plus
a small initial sales charge, a contingent deferred sales charge on
redemptions made within one year after purchase and a continuing
distribution fee. Class B shares automatically convert to Class A
shares after approximately eight years. See "How to buy shares."

Contents Page
Summary of expense
The Fund's financial history
The Fund's investment objective
How the Fund pursues its objective
How the Fund measures its performance
How the Fund is managed
How the Fund values its shares
Distributions and taxes
How to buy shares
How to sell shares
How to exchange shares
Telephone transactions
12b-1 plans
Organization and history

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. See "How the Fund is managed" and "12b-1 plans" for more
complete descriptions of the Fund's various costs and expenses.

Shareholder Transaction Expenses(1)(2)
Class A Class B Class D
Maximum Initial Sales Charge Imposed on a
purchase (as a % of offering price)(3) 5.75% 0.00%(5) 1.00%(5)

Maximum Contingent Deferred Sales Charge
(as a % offering price)(3) 1.00%(4) 5.00% 1.00%

(5) Because of the 0.75% distribution fee applicable to Class B
and Class D shares, long-term Class B and Class D 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 eight years, this is
less likely for Class B shares than for a class without a
conversion feature.

Annual Operating Expenses (as a % of average net assets)

Class A Class B Class D
Management fee 0.80% 0.80% 0.80%
12b-1 fees 0.25 1.00 1.00
Other expenses 0.41 0.41 0.41
---- ---- ----
Total operating expenses 1.46% 2.21% 2.21%
==== ==== ====

Total expenses, excluding brokerage, interest, taxes, 12b-1
distribution fees and extraordinary expenses, are, until further
notice, voluntarily limited by the Adviser to 1.50% of average net
assets.

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:

Class A Class B Class D
Period: (6) (7) (6) (7)
1 year $ 72 $ 73 $ 23 $42 $32
3 years 101 100 70 78 78
5 years 133 140 120 127 127
10 years 222 237(8) 237(8) 262 262

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

THE FUND'S FINANCIAL HISTORY (a)

The following schedule of financial highlights for a share
outstanding throughout each year has been audited by Price Waterhouse
LLP, independent accountants. Their unqualified report is included in
the Fund's 1995 Annual Report and is incorporated by reference into
the Statement of Additional Information.

<TABLE>
<CAPTION>
Year ended June 30
---------------------------------------------------------------------
1995 1994 1993(b)
----------------------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Class B Class D(c) Class A Class B Class A Class B
Net asset value - Beginning of period $11.460 $11.400 $11.460 $11.820 $11.770 $10.000 $10.000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.165 0.075 0.074 0.142 0.053 0.103 (d) 0.020 (d)
Net realized and unrealized
gain (loss) 2.530 2.513 2.534 (0.119) (0.122) 1.784 1.763
Total from Investment Operations 2.695 2.588 2.608 0.023 (0.069) 1.887 1.783
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.160) (0.073) (0.093) (0.138) (0.056) (0.067) (0.013)
From net realized gains (0.735) (0.735) (0.735) (0.245) (0.245) --- ---
Total Distributions Declared
to Shareholders (0.895) (0.808) (0.828) (0.383) (0.301) (0.067) (0.013)
Net asset value - End of period $13.260 $13.180 $13.240 $11.460 $11.400 $11.820 $11.770
Total return(e) 24.84% 23.94% 24.01% 0.05% (0.71)% 18.90%(f) 17.84%(f)
RATIOS TO AVERAGE NET ASSETS
Expenses 1.46% 2.21% 2.21% 1.49% 2.24% 1.50% 2.25%
Fees waived by the Adviser --- --- --- --- --- 0.01% 0.01%
Net investment income 1.37% 0.62% 0.62% 1.19% 0.44% 0.93% 0.18%
Portfolio turnover 84% 84% 84% 117% 117% 98% 98%
Net assets at end of period (000) $124,171 $218,201 $3,028 $97,180 $150,121 $44,009 $89,737
_________________________________
</TABLE>

(a) Per share data was calculated using average shares
outstanding during the period.
(b) The Fund commenced investment operations on July 1, 1992.
(c) Class D shares were initially offered on July 1, 1994. Per
share amounts reflect activity from that date.
(d) Net of fees and expenses waived or borne by the Adviser which
amounted to $0.001 and $0.001, respectively.
(e) Total return at net asset value assuming all distributions
reinvested and no initial or contingent deferred sales charges.
(f) Had the Adviser not waived or reimbursed a portion of expenses,
total return would have been reduced.

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 growth exceeding the S&P 500 Index performance.

HOW THE FUND PURSUES ITS OBJECTIVE

The Fund normally invests at least 65% of its total assets in U.S.
common stocks (and up to 10% in American Depository Receipts (ADRs))
that the Sub-Adviser believes have superior earnings and value
characteristics selected from a universe which meets certain
guidelines for liquidity and available investment information.
Quantitative standards, designed to identify above average intrinsic
value relative to price and favorable earnings trends, are used to
select securities. The State Street Bank Stock Valuation Universe
consists of about 1,000 securities that the Sub-Adviser believes have
the highest capitalization and liquidity and are followed by the
largest number of analysts in the U.S. The Fund intends to invest in
approximately 100 of the securities in the State Street Bank Stock
Valuation Universe ranked highest by the Sub-Adviser based on the
criteria of "Value" and momentum of Wall Street "Sentiment." "Value"
compares a company's assets, projected income growth and cash flow
growth, while "Sentiment" ranks the stocks by the strength and
consistency of changes in Wall Street analysts' earning estimates.
The S&P 500 Index is a market-value weighted index of 500 common
stocks publicly traded in the open stock market chosen on the basis of
market value and industry diversification. Standard & Poor's
Corporation and the S&P 500 Index are not affiliated with, nor do they
sponsor or recommend, the Fund or the Trust. The Fund will not
concentrate more than 25% of its total assets in any one industry.
The Fund's investments are not limited to securities in the S&P 500
Index and will not precisely match the composition of the S&P 500
Index, but may be managed to correlate with the sectors,
capitalization and volatility of the S&P Index. Portfolio securities
may be sold without regard to time held, causing a portfolio turnover
rate substantially higher than that of most funds, resulting in higher
brokerage commissions and custodian fees, and potential tax
consequences to shareholders from capital gain distributions.

Other Investment Practices. The Fund may engage in the following
investment practices, some of which are described in more detail in
the Statement of Additional Information.

Foreign Investments. The Fund may invest in foreign securities by
purchasing ADRs, which are certificates issued by U.S. banks
representing the right to foreign securities deposited with those
banks or correspondent banks. While most ADRs that the Fund will buy
are "sponsored" by the issuers of the foreign securities, the Fund may
invest in unsponsored ADRs. ADRs have special risks related to
political, economic and legal considerations outside of the U.S.As a
result, the prices of ADRs may fluctuate substantially more than the
prices of securities of issuers based in the U.S. Special risks
associated with ADRs include the possibility of unfavorable currency
exchange rates, the existence of less liquid markets, the
unavailability of reliable information about issuers, the existence
(or potential imposition) of exchange control regulations (including
currency blockage), and political and economic instability, among
others. Some foreign issuers are subject to less comprehensive
auditing, accounting and disclosure requirements than similar U.S.
issuers.

Temporary/Defensive Investments. Temporarily available cash may be
invested in certificates of deposit, bankers' acceptances, high
quality commercial paper, Treasury bills and repurchase agreements.
Some or all of the Fund's assets also may be invested in such
investments during periods of unusual market conditions. 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 15% of the Fund's total assets
will be invested in repurchase agreements maturing in more than 7 days
and other illiquid assets.

Generally the Fund will maintain less than 5% of total assets in cash
equivalents to meet current cash flow needs. The Fund may also invest
temporarily available cash in money market investment companies,
subject to the limits of the Investment Company Act of 1940. This
will involve the duplicative payment of a portion of the expenses,
including advisory fees, of such investment companies.

The Fund may lend securities to certain institutions (that the Sub-
Adviser considers qualified) to increase income. The loans will not
exceed 30% of total assets. Securities lending involves the risk of
loss to the Fund if the borrower defaults. The Fund will place in a
segregated account with its custodian cash or high quality, liquid
debt securities having a value at least equal to the amount of
collateral received on the loan.

The Statement of Additional Information describes other investment
techniques that the Fund may use, but currently has no intention of
using for the foreseeable future.

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 if shares
are redeemed 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
5.75% on Class A shares, the maximum initial sales charge of 1.00% on
Class D shares and the contingent deferred sales charge applicable to
the time period quoted on Class B and Class D shares. Other total
returns differ from the average annual total return only in that they
may relate to different time periods, may represent aggregate as
opposed to average annual total returns and may not reflect the
initial or contingent deferred sales charges.

Each Class's yield, which differs from total return because it does
not consider changes 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 twelve
months' distributions by the maximum offering price of that Class at
the end of the period. 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, Inc. (Distributor) is a subsidiary of the Adviser
and serves as the distributor for the Fund's shares. Colonial
Investors Service Center, Inc. (Transfer Agent) an affiliate of the
Adviser, 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 Adviser and its
affiliates. 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 accounting and administrative
personnel and services, office space and other equipment and services,
and oversees the activities of the Sub-Adviser, for a fee at the
annual rate of 0.80% of the Fund's average daily net assets annually.
The fee is higher than that of most mutual funds. Under a separate
sub-advisory agreement, the Sub-Adviser is entitled to be paid a
monthly fee by the Adviser at the annual rate of 0.50% of average
daily net assets. The Sub-Adviser has voluntarily agreed to waive a
portion of its fee so that its actual annual fee will not exceed 0.50%
of the first $50 million of the Fund's average daily net assets, 0.40%
of the next $150 million and 0.35% of any excess over $200 million.
This waiver does not reduce the amounts payable by the Fund to the
Adviser. See the Statement of Additional Information for more
information.

The Sub-Adviser, subject to the supervision of the Trustees and the
Adviser, directs the investments of the Fund in accordance with the
Fund's investment objective, policies and restrictions. Jeffrey P.
Adams, Assistant Vice President of the Sub-Adviser, is primarily
responsible for the day-to-day management and investment decisions for
the Fund and is supported by a group of other investment professionals
that assist in the management of the Fund. Mr. Adams joined the Sub-
Adviser in 1989.

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 0.25%
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 Sub-Adviser places all orders for the purchase and sale of
portfolio securities. In selecting broker-dealers, the Adviser and
the Sub-Adviser may consider research and brokerage services furnished
to them and their affiliates. Subject to seeking best execution, the
Adviser and the Sub-Adviser may consider sales of shares of the Fund
(and of certain other Colonial funds) in selecting broker-dealers for
portfolio security 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 as of the close of the New York Stock Exchange (Exchange)
each day the 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 their 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 makes income distributions semiannually. 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 to shareholders but will be invested in additional
shares of the same Class of the Fund at 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 distributions for the prior year is sent to
shareholders.

HOW TO BUY SHARES

Shares are offered continuously. Orders received in good form prior
to 4:00 p.m. Eastern time (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 and the minimum initial investment for a
Colonial retirement account is $25. Certificates will not be issued
for Class B or Class D 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 contingent deferred sales charge as follows:

Initial Sales Charge
Retained
by
Financial
Service
Firm
as % of as % of
Amount Offering Offering
Amount Purchased Invested Price Price

Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than $100,000 4.71% 4.50% 3.75%
$100,000 to less than $250,000 3.63% 3.50% 2.75%
$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 purchase over $5 million. Class A shares are also
subject to 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 eight 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 six 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.

Class D Shares. Class D shares are offered at net asset value plus a
1.00% initial sales charge, subject to a 0.75% annual distribution
fee, a 0.25% annual service fee and a 1.00% contingent deferred sales
charge on redemptions made within one year from the first day of the
month after purchase.

The Distributor pays financial service firms an initial commission of
1.85% on purchases of Class D shares and an ongoing commission of
0.65% annually. Payment of the ongoing commission is conditioned on
receipt by the Distributor of the 0.75% distribution fee referred to
above. The commission may be reduced or eliminated if the
distribution fee paid by the Fund is reduced or eliminated for any
reason.

General. All contingent deferred sales charges are deducted from the
amount redeemed, 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
(including initial sales charges, if any) 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, including "How to Buy Shares" and
"Investor Services" with respect to special purchase plans.

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. Investors investing for a relatively short period of
time might consider Class D shares. Purchases of $250,000 or more
must be for Class A or Class D shares. Purchases of $500,000 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.

Special Purchase Plans. The Fund allows certain investors or groups
of investors to purchase shares and be subject to reduced or no
initial or contingent deferred sales charge. These programs are
described in the Statement of Additional Information under "Programs
for Reducing or Eliminating Sales Charges" and "How to Sell Shares."

HOW TO SELL SHARES

Shares of the Fund 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
only after 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 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 income 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 the same class of
shares of most Colonial funds. Not all Colonial funds offer Class D
shares. 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. The
exchange service may be changed, suspended or eliminated on 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 an initial sales
charge was 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 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 into
which the original investment was made.

Class D Shares. Exchanges of Class D shares will not be subject to
the contingent deferred sales charge. However, if shares are redeemed
within one year after the original purchase, a 1.00% contingent
deferred sales charge will be assessed.

TELEPHONE TRANSACTIONS

All shareholders and/or their financial advisers are automatically
eligible to exchange Fund shares and redeem up to $50,000 of Fund
shares by calling 1-800-422-3737 toll free any business day between
9:00 a.m. and the close of trading of the Exchange (normally 4:00 p.m.
Eastern time). Telephone redemption privileges for larger amounts may
be elected on the account application. 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 30 days. 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. All telephone transactions are recorded.
Shareholders and/or their financial advisers are required to provide
their name, address and account number. Financial advisers are also
be required to provide their broker number. Shareholders and/or their
financial advisers wishing to redeem or exchange shares by telephone
may experience difficulty in reaching the Fund at its toll free
telephone number during periods of drastic economic or market changes.
In that event, shareholders and/or their financial advisers should
follow the procedures for redemption or exchange by mail as described
above under "How to sell shares." The Adviser, the Transfer Agent and
the Fund reserve the right to change, modify, or terminate the
telephone redemption or exchange services at any time upon prior
written notice to shareholders. 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 the Fund's 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 and
Class D shares. Because the Class B and Class D 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. Class D shares do not convert. 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 Trust is a Massachusetts business trust organized in 1991. The
Fund represents the entire interest in a separate portfolio of the
Trust.

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.

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the
Fund. However, the Declaration of Trust for the Trust (Declaration)
disclaims shareholder liability for acts or obligations of the Fund
and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the
Fund or the Trust's Trustees. The Declaration provides for
indemnification out of Fund property for all loss and expense of any
shareholder held personally liable for the obligations of the Fund.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund
would be unable to meet its obligations. The likelihood of such
circumstances is remote because it would be limited to circumstances
in which the disclaimer was inoperative and the Trust was unable to
meet its obligations.

The risk of a particular fund incurring financial loss on account of
unsatisfied liability of another fund of the Trust is also believed to
be remote, because it would be limited to claims to which the
disclaimer did not apply and to circumstances in which the other fund
was unable to meet its obligations.

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

Sub-Adviser
State Street Bank and Trust Company
Two International Place
Boston, MA 02110

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.

October 20, 1995

COLONIAL U.S. FUND
FOR GROWTH

PROSPECTUS

Colonial U.S. Fund for Growth seeks growth exceeding the S&P 500 Index
(Standard & Poor's Index of 500 common stocks) performance.

For more detailed information about the Fund, call the Adviser at
1-800-248-2828 for the October 20, 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 FLAG LOGO]

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

______________________________________
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 or D 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)
___ D Shares (less than $500,000)

$______________________________________________
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)
___ D Shares (less than $500,000)

$______________________________________________
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)
___ D Shares (less than $500,000)

$______________________________________________
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
or Class D shares. Please consult your financial or tax adviser before
electing this option.

Funds for Withdrawal:

1______________________________________________
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).

2______________________________________________
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).

3______________________________________________
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)

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

______________________________________
City State Zip

______________________________________
Bank account number

______________________________________
Bank routing #

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

_____________________________________
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.

COLONIAL TRUST VI

Cross Reference Sheet (Colonial Small Stock Fund)

Item Number of Form N-1A Location or Caption in Prospectus

Part A

1. Cover Page

2. Summary of expenses

3. The Fund's financial history

4. Organization and history; How the
Fund pursues its objective; The
Fund's investment objective

5. Cover Page; How the Fund is
managed; Organization and history;
The Fund's investment objective

6. Organization and history;
Distributions and taxes; How to buy
shares

7. How to buy shares; How the Fund
values its shares; 12b-1 plans;
Back cover

8. How to sell shares; How to exchange
shares; Telephone transactions

9. Not Applicable

October 20, 1995

COLONIAL SMALL STOCK 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.

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.

Colonial Small Stock Fund (Fund), a diversified portfolio of Colonial
Trust VI (Trust), an open-end management investment company, seeks
long-term growth by investing primarily in smaller capitalization
equities. The Fund is managed by the Adviser, an investment adviser
since 1931.

This Prospectus explains concisely what you should know before
investing in the Class A or Class B shares of the Fund. Read it
carefully and retain it for future reference.

SS-XX/XXXX-1095

More detailed information about the Fund is in the October 20, 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.

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 and, in addition, are subject to an annual distribution
fee for eight years 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."

Contents Page

Summary of expenses
The Fund's financial history
The Fund's investment objective
How the Fund pursues its objective
How the Fund measures its performance
How the Fund is managed
How the Fund values its shares
Distributions and taxes
How to buy shares
How to sell shares
How to exchange shares
Telephone transactions
12b-1 plans
Organization and history

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 the Class A and Class B
shares of the Fund. See "How the Fund is managed" and "12b-1 plans"
for more complete descriptions of the Fund's various costs and
expenses.

Shareholder Transaction Expenses (1)(2)
Class A Class B
Maximum Initial Sales Charge Imposed on a Purchase
(as a % of offering price)(3) 5.75% 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 average net assets)

Class A Class B
Management fee 0.60% 0.60%
12b-1 fee 0.25 1.00
Other expenses 0.60 0.60
---- ----
Total expenses 1.45% 2.20%
==== ====

Example
The following Example shows the cumulative expenses attributable to a
hypothetical $1,000 investment in the Class A and Class B 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.

Class A Class B
Period: (6) (7)
1 year $ 71 $ 72 $ 22
3 years $101 $ 99 $ 69
5 years $132 $138 $118
10 years $221 $235(8) $235(8)

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

THE FUND'S FINANCIAL HISTORY(a)

The following schedule of financial highlights for a share outstanding
throughout each period has been examined by Price Waterhouse LLP,
independent accountants. Their unqualified report is included in the
Fund's 1995 Annual Report, and is incorporated by reference into the
Statement of Additional Information. The Fund adopted the objective
of seeking long-term growth on November 2, 1992. The data presented
for the Fund prior to November 2, 1992, represent operations under
earlier objectives and policies of the Fund's predecessor, Colonial
Small Stock Index Trust.

<TABLE>
<CAPTION> CLASS A
Year ended June 30
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $16.670 $15.860 $12.330 $11.570 $13.560
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.002 (0.047) (0.083) (0.127) 0.045
Net realized and unrealized gain (loss) on investments 5.588 0.857 3.613 0.887 (1.992)
----- ----- ----- ----- -----
Total from investment operations 5.590 0.810 3.530 0.760 (1.947)
----- ----- ----- ----- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income 0.000 0.000 0.000 0.000 (0.043)
From net realized gain on investments 0.000 0.000 0.000 0.000 0.000
----- ----- ----- ----- -----
Total distributions declared to shareholders 0.000 0.000 0.000 0.000 (0.043)
----- ----- ----- ----- -------
Net asset value - End of period $22.260 $16.670 $15.860 $12.330 $11.570
====== ====== ====== ====== ======
Total return(d) 33.53% 5.11% 28.63% 6.57% (14.34)%
===== ==== ===== ==== =====
RATIOS TO AVERAGE NET ASSETS
Expenses 1.45% 1.56% 1.88% 2.13% 1.91%
Interest expense 0.00% 0.00% 0.01% 0.06% 0.03%
Net investment income (loss) 0.01% (0.27)% (0.60)% (0.91)% 0.33%
Fees and expenses waived or or borne by the Adviser 0.00% 0.00% 0.00% 0.00% 0.00%
Portfolio turnover 64% 35% 29% 0% 79%
Net assets at end of period (000) $40,661 $24,760 $23,716 $22,002 $28,943
_________________________________
</TABLE>

<TABLE>
<CAPTION>
CLASS A
Year ended June 30
1990 1989 1988 1987 (b)
<S> <C> <C> <C> <C>
Net asset value - Beginning of period $13.540 $12.940 $13.810 $12.140
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.048 0.061 0.066 (c 0.057 (c)
Net realized and unrealized gain (loss) on investments 0.017 0.929 (0.357) 1.643
----- ----- ----- -----
Total from investment operations 0.065 0.990 (0.291)(c) 1.700 (c)
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income (0.045) (0.060) (0.074) (0.030)
From net realized gain on investments 0.000 (0.330) (0.505) 0.000
----- ----- ----- -----
Total distributions declared to shareholders (0.045) (0.390) (0.579) (0.030)
----- ----- -----
Net asset value - End of period $13.560 $13.540 $12.940 $13.810
====== ====== ====== ======
Total return(d) 0.49% 8.07% (2.18)%(e) 14.04%(e)
==== ==== ==== =====
RATIOS TO AVERAGE NET ASSETS
Expenses 1.67% 1.69% 1.48%(c) 1.33%(c)
Interest expense 0.02% 0.00% 0.01% 0.02%
Net investment income (loss) 0.35% 0.48% 0.54%(c) 0.61%(c)
Fees and expenses waived or or borne by the Adviser 0.00% 0.00% 0.23% 0.66%
Portfolio turnover 17% 25% 42% 34%
Net assets at end of period (000) $42,888 $46,415 $44,596 $38,193
_________________________________

(a) Per share data were calculated using average shares
outstanding during the period.
(b) Investment operations commenced July 25, 1986 and ratios
for the period are annualized
(c) Net of fees and expenses waived or borne by the Adviser
which amounted to $0.028 and $0.062, respectively.
(d) Total return at net asset value assuming all distributions
reinvested and no initial or contingent deferred sales
charges.
(e) Had the Adviser not waived or borne certain expenses, the
Fund's total return would have been lower.

THE FUND'S FINANCIAL HISTORY(a) (CONT'D)

</TABLE>
<TABLE>
<CAPTION>
CLASS B
Year ended June 30
1995 1994 1993 (b)
<S> <C> <C> <C>
Net asset value - Beginning of period $16.470 $15.790 $13.010
------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) (0.139) (0.176) (0.100)
Net realized and unrealized gain (loss) on investments 5.509 0.856 2.880
----- ----- -----
Total from investment operations 5.370 0.680 2.780
----- ----- -----
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:
From net investment income 0.000 0.000 0.000
----- ----- -----
Net asset value - End of period $21.840 $16.470 $15.790
====== ====== ======
Total return(c) 32.60% 4.31% 21.37%(d)
===== ==== =====
RATIOS TO AVERAGE NET ASSETS
Expenses 2.20% 2.31% 2.63%(e)
Interest expense 0.00% 0.00% 0.01%
Net investment income (loss) (0.74)% (1.02)% (1.35)%(e)
Portfolio turnover 64% 35% 29%(d)
Net assets at end of period (000) $29,458 $8,489 $1,655
_________________________________
</TABLE>

(a) Per share data was calculated using average shares
outstanding during the period.
(b) Class B shares were initially offered on November 9,
1992. Per share amounts and total return (not
annualized) reflect activity from that date.
(c) Total return at net asset value assuming all
distributions reinvested and no initial or contingent
deferred sales charges.
(d) Not annualized.
(e) 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 long-term growth by investing primarily in smaller
capitalization equities.

HOW THE FUND PURSUES ITS OBJECTIVE

The Fund normally invests at least 65% of its total assets in U.S.
common stocks selected from the universe of stocks traded on the New
York Stock Exchange, American Stock Exchange and the Nasdaq Stock
Market with market values between $20 million and $1 billion (Small
Stocks). In selecting investments, the Adviser uses a disciplined
process intended to create a diversified portfolio whose performance
(before expenses) will exceed the Small Stock universe's while
maintaining risk characteristics that are generally consistent with
the universe. However, there is no assurance that the portfolio's
performance will match that of the universe, or that the Fund will
achieve its objective.

Small Stocks may offer greater opportunities for capital appreciation
than the securities of larger, better established companies, but may
also involve certain special risks related to limited product lines,
markets or financial resources and dependence on a small management
group. Small Stocks may trade less frequently, in smaller volumes,
and fluctuate more sharply in value than securities of larger
companies.

Other Investment Practices. The Fund may engage in the following
investment practices, some of which are described in more detail in
the Statement of Additional Information.

Index Futures. The Fund may purchase and sell U.S. stock index
futures contracts. Such transactions will be entered into to invest
cash temporarily in anticipation of a market advance, but not to hedge
against market declines. A futures contract creates an obligation by
the seller to deliver and the buyer to take delivery of a type of
instrument at the time and in the amount specified in the contract. A
sale of a futures contract can be terminated in advance of the
specified delivery date by subsequently purchasing a similar contract;
a purchase of a futures contract can be terminated by a subsequent
sale. Gain or loss on a contract generally is realized upon such
termination. Transactions in futures may not precisely achieve the
goal of gaining market exposure to the extent there is an imperfect
correlation between price movements of the contracts and of the
underlying securities. In addition, if the Adviser's prediction on
stock market movements is inaccurate, the Fund may be worse off than
if it had not purchased the futures contract.

Temporary/Defensive Investments. Temporarily available cash may be
invested in certificates of deposit, bankers' acceptances, high
quality commercial paper, Treasury bills and repurchase agreements.
Some or all of the Fund's assets also may be invested in such
investments during periods of unusual market conditions. 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 15% of the Fund's total assets
will be invested in repurchase agreements maturing in more than 7 days
and other illiquid assets.

Other. 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 investment objective,
shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and
needs. Shareholders may incur a contingent deferred sales charge if
shares are redeemed in response to a change in objective. The Fund's
fundamental investment 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
5.75% on Class A shares and the contingent deferred sales charge
applicable to the time period quoted on Class B shares. Other total
returns differ from the average annual total return only in that they
may relate to different time periods, may represent aggregate as
opposed to average annual total returns, and may not reflect the
initial or contingent deferred sales charges.

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, Inc. (Distributor) is a subsidiary of the Adviser
and serves as the distributor for the Fund's shares. Colonial
Investors Service Center, Inc. (Transfer Agent), an affiliate of the
Adviser, 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 Adviser and its
affiliates. 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 0.60% of the Fund's average net assets for
fiscal year 1995.

James P. Haynie, Vice President of the Adviser, has managed the Fund
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.

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 portfolio security 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 as of the close of the New York Stock Exchange (Exchange)
each day the 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 and pays distributions semi-annually in
June and December. 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 net
asset value. To change your election, call the Transfer Agent for
information. Whether you receive your 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 distributions for the prior
year is sent to shareholders.

HOW TO BUY SHARES

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 and the minimum initial investment for a
Colonial retirement account is $25. 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.

The Fund also offers Class Z shares, which are offered through a
separate Prospectus only to (i) certain institutions (including
certain insurance companies and banks investing for their own
account, trusts, endowment funds, foundations and investment
companies) and defined benefit retirement plans investing a
minimum of $5 million in the Fund and (ii) the Adviser and its
affiliates. Class Z shares have no initial or contingent deferred
sales charge and no Rule 12b-1 fee. Otherwise, Class Z expenses
are the same as for Classes A and B. Class Z shares may be
exchanged at net asset value into the Class A shares of any other
Colonial fund.

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

Initial Sales Charge
Retained by
Financial
Service
Firm
as % of as % of
Amount Offering Offering
Amount Purchased Invested Price Price
Less than $50,000 6.10% 5.75% 5.00%
$50,000 to less than $100,000 4.71% 4.50% 3.75%
$100,000 to less than $250,000 3.63% 3.50% 2.75%
$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.

Years Contingent Deferred
After 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
amount redeemed, 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, including "How to Buy
Shares" and "Investor Services" with respect to special purchase
plans.

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 groups or
organizations purchasing Fund shares alone or in combination with
certain other Colonial funds. See the Statement of Additional
Information for more information.

Special Purchase Plans . The Fund allows certain investors or groups
of investors to purchase shares and be subject to reduced or no
initial or contingent deferred sales charge. These programs are
described in the Statement of Additional Information under "Programs
for Reducing or Eliminating Sales Charges" and "How to Sell Shares."

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 only after
the check has cleared (which may take up to 15 days).

Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611

General. The sale of shares is a taxable transaction for income 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 the same class of
shares 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 you are exchanging 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.
The exchange service may be changed, suspended or eliminated on 60
days' written notice.

Class B Shares. Exchanges of Class B shares are not be 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,
Administrator, 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 30 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 the Fund's average net assets attributed to the Class A
and Class B shares of the Fund. 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 Trust was organized in 1991 as a Massachusetts business trust.
The Fund represents the entire interest in a separate portfolio of the
Trust.

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
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.

October 20, 1995

COLONIAL SMALL
STOCK FUND

PROSPECTUS

Colonial Small Stock Fund seeks long-term growth by investing
primarily in smaller capitalization equities.

For more detailed information about the Fund, call the Adviser at
1-800-248-2828 for the October 20, 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 FLAG LOGO]

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.