COLONIAL TRUST VI
497, 1996-04-19
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March 31, 1996, Revised April 19, 1996

COLONIAL EQUITY INCOME FUND

PROSPECTUS


BEFORE YOU INVEST

Colonial Management Associates, Inc. (Adviser) and your full-service financial 
adviser want you to understand both the risks and benefits of mutual fund 
investing.

While  mutual  funds  offer  significant  opportunities  and are  professionally
managed,  they also carry risks  including  possible loss of  principal.  Unlike
savings  accounts and  certificates of deposit,  mutual funds are not insured or
guaranteed by any financial institution or government agency.

Please consult your full-service financial adviser to determine how investing in
this mutual fund may suit your unique needs, time horizon and risk tolerance.

Colonial Equity Income Fund (Fund), a diversified portfolio of Colonial Trust VI
(Trust),  an open-end management  investment  company,  seeks current income and
long-term  growth.  The Fund is managed by the Adviser,  an  investment  adviser
since 1931.

This Prospectus  explains concisely what you should know before investing in the
Fund.  Read it  carefully  and retain it for  future  reference.  More  detailed
information  about the Fund is in the March 31,  1996  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.


                                                               EI-01/047C-0496

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 and are subject to 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 Expenses                                      2
The Fund's Investment Objective                          3
How the Fund Pursues its Objective
  and Certain Risk Factors                               3
How the Fund Measures its
  Performance                                            5
How the Fund is Managed                                  5
How the Fund Values its Shares                           6
Distributions and Taxes                                  6
How to Buy Shares                                        6
How to Sell Shares                                       8
How to Exchange Shares                                   9
Telephone Transactions                                   9
12b-1 Plans                                              9
Organization and History                                10
Appendix                                                11


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 your estimated
annual  expenses for an  investment in each Class of the Fund's  shares.  "Other
expenses" are based on estimated  amounts for the current  fiscal year. 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)
<TABLE>
<CAPTION>
                                                                                    Class A          Class B        Class D
<S>                                                                                  <C>              <C>            <C>   

Maximum Initial Sales Charge Imposed on a Purchase (as a % of offerin price) (3)     5.75%            0.00%(5)       1.00%(5)
Maximum Contingent Deferred Sales Charge (as a % of offering price)(3)               1.00%(4)         5.00%          1.00%



(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  distribution  fee applicable to each 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 8 years, this is less likely for Class B shares than for a
        class without a conversion feature.
</TABLE>

Estimated Annual Operating Expenses (as a % of average net assets)
<TABLE>
<CAPTION>

                                  Class A                        Class B                       Class D
<S>                                <C>                            <C>                           <C>    

Management  fee                    0.80%                          0.80%                         0.80% 
12b-1 fees                         0.25                           1.00                          1.00 
Other expenses                     0.42                           0.42                          0.42 
                                   ----                           ----                          ---- 
Total  operating  expenses         1.47%                          2.22%                         2.22%
                                   ====                           ====                          ==== 
</TABLE>

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.
<TABLE>
<CAPTION>

                                  Class A                    Class B                          Class D
Period:                                                (6)            (7)                 (6)            (7)
<S>                                <C>                 <C>            <C>                 <C>            <C>    

1 year                             $ 72                $ 73           $23                 $42            $32
3 years                             101                 100            70                  79             79(8)


(6)     Assumes redemption at period end.

(7)     Assumes no redemption.

(8)     Class D shares do not incur a contingent deferred sales charge on 
        redemptions made after one year.
</TABLE>

THE FUND'S INVESTMENT OBJECTIVE

The Fund seeks current income and long-term growth.

HOW THE FUND PURSUES ITS OBJECTIVE AND CERTAIN RISK FACTORS

The Fund seeks to achieve its  objective  by  investing  primarily  in U.S.  and
foreign income-producing equity securities.  Normally at least 65% of the Fund's
assets will be invested in equity securities. The Fund also may invest up to 35%
of its assets in U.S. or foreign debt securities. In selecting investments,  the
Adviser uses a disciplined  process  intended to create a diversified  portfolio
whose  performance  (before expenses) will exceed that of the universe of income
and growth  funds while  maintaining  risk  characteristics  that are  generally
consistent  with  that  universe.  However,  there  is  no  assurance  that  the
portfolio's  performance  will exceed (or its risk  characteristics  will match)
that of the income and growth fund  universe,  or that the Fund will achieve its
objective.

Equity  Securities  Generally.  Equity  securities  generally include common and
preferred  stocks,  warrants  (rights) to purchase such stock,  debt  securities
convertible into stock,  sponsored and unsponsored  American Depository Receipts
and Global  Depository  Receipts.  Stocks  represent  shares of  ownership  in a
company.  Generally,  preferred  stock has a specified  dividend and ranks after
debt  securities  and before  common  stocks in its claim on income for dividend
payments and on assets should the issuer be liquidated. Debt or preferred equity
securities convertible into or exchangeable for equity securities  traditionally
pay  dividends  or  interest at rates  higher  than common  stock but lower than
non-convertible  securities.  Warrants  are options to buy a stated of number of
shares of common  stock at a  specified  price  anytime  during  the life of the
warrants (generally two or more years).

Debt  Securities  Generally.  The Fund may  invest in debt  securities,  without
regard to quality or rating.  Up to 20% of the Fund's  assets may be invested in
lower rated debt securities (commonly referred to as "junk bonds").  Lower rated
debt securities are debt securities  which,  because of the greater  possibility
that the issuers will default,  are not investment  grade (i.e., are rated below
BBB by Standard & Poors,  Corporation or below Baa by Moody's Investors Service,
or  are  unrated  but  considered  by the  Adviser  to be of  comparable  credit
quality).  Because of the increased risk of default,  these securities generally
have higher nominal or effective interest rates than higher quality  securities.
Lower rated bonds also are generally  considered  significantly more speculative
and  likely to  default  than  higher  quality  bonds.  Relative  to other  debt
securities,  their  values  tend to be more  volatile  because:  (1) an economic
downturn may more significantly  impact their potential for default, and (2) the
secondary market for such securities may at times be less liquid or respond more
adversely  to  negative  publicity  or  investor  perceptions,  making  it  more
difficult  to value or  dispose of the  securities.  The  likelihood  that these
securities will help the Fund achieve its investment objective is more dependent
on the Adviser's own credit analysis.

Foreign  Investments.  Investments in foreign securities (both equity and debt),
sponsored and unsponsored  American  Depository Receipts (receipts issued in the
U.S. by banks or trust  companies  evidencing  ownership of  underlying  foreign
securities) and Global Depository  Receipts (receipts issued by foreign banks or
trust  companies)  have special risks  related to political,  economic and legal
conditions outside of the U.S. As a result, the prices of foreign securities may
fluctuate  substantially  more than the prices of securities of issuers based in
the  U.S.  Special  risks  associated  with  foreign   securities   include  the
possibility of unfavorable  movements in 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. In addition,  transactions in foreign  securities may be more costly due
to currency  conversion  costs and higher  brokerage  and custodial  costs.  See
"Foreign  Securities" and "Foreign  Currency  Transactions"  in the Statement of
Additional Information for more information about foreign investments.

Foreign  Currency  Transactions.  In connection  with its investments in foreign
securities,  the Fund may purchase and sell (i) foreign  currencies on a spot or
forward basis,  (ii) foreign  currency futures  contracts,  and (iii) options on
foreign  currencies and foreign  currency  futures.  Such  transactions  will be
entered  into  (a)  to  lock  in a  particular  foreign  exchange  rate  pending
settlement of a purchase or sale of a foreign security or pending the receipt of
interest, principal or dividend payments on a foreign security held by the Fund,
or (b) to hedge  against a decline in the value,  in U.S.  dollars or in another
currency,  of a  foreign  currency  in  which  securities  held by the  Fund are
denominated.  The Fund will not attempt,  nor would it be able, to eliminate all
foreign currency risk. Further,  although hedging may lessen the risk of loss if
the hedged currency's value declines, it limits the potential gain from currency
value  increases.  See the Statement of Additional  Information  for information
relating to the Fund's obligations in entering into such transactions.

Temporary/Defensive  Investments.  Temporarily available cash may be invested in
U.S.  or foreign  currency-denominated  cash  equivalents  and  short-term  debt
obligations,   including  certificates  of  deposit,  time  deposits,   bankers'
acceptances, 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  will  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 net assets  will be  invested  in  repurchase  agreements
maturing in more than 7 days and other illiquid assets.

Borrowing  of Money.  The Fund may  borrow  money from  banks for  temporary  or
emergency  purposes  up to 10% of its net  assets;  however,  the Fund  will not
purchase  additional  portfolio  securities  (other than short-term  securities)
while borrowings exceed 5% of net assets.

Other.  The Fund may not always  achieve its  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  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, 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 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  quarter's  distributions,  annualized,  by the maximum
offering price of that Class at the end of the quarter. 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 workers' 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 pays the Adviser
an annual rate of 0.80% of the Fund's average daily net assets.

John E. Lennon, Vice President of the  Adviser, co-manages the Fund.  He has 
managed various other Colonial equity funds since 1982.

Peter Wiley,  Assistant Vice  President of the Adviser,  co-manages the Fund and
has  co-managed  various  other  Colonial  equity  funds  since  1995.  Prior to
co-managing the Fund, Mr. Wiley was an Equity  Research  Analyst of the Adviser.
Prior to joining the Adviser in 1992,  Mr.  Wiley was an Analyst at State Street
Bank  and  Trust  Company  and  an  Assistant  Technical  Staff  Member  of  the
Massachusetts Institute of Technology's Lincoln Laboratory.

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
certain out-of-pocket expenses.

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

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

Fund  expenses  consist of  management,  bookkeeping,  shareholder  service  and
transfer  agent fees  discussed  above,  12b-1  service  and  distribution  fees
discussed  under  the  caption  "12b-1  Plans",  and all other  expenses,  fees,
charges,  taxes,  organization  costs and  liabilities  incurred  or  arising in
connection with the Fund or Trust or in connection with the management  thereof,
including but not limited to, trustees'  compensation and expenses and auditing,
counsel,  custodian  and  other  expenses  deemed  necessary  and  proper by the
Trustees.

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 of the Fund 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 quarterly.  Distributions are
invested in  additional  shares of the same Class of the Fund at net asset value
unless the shareholder elects to receive cash. To change your election, call the
Transfer  Agent  for  information.  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.  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 of the Fund are offered continuously.  Orders received in good form prior
to the time at which the Fund  values its shares  (or  placed  with a  financial
service  firm before such time and  transmitted  by the  financial  service firm
before the Fund processes that day's share transactions) will be processed based
on that day's closing net asset value, plus any applicable initial sales charge.

The minimum initial investment is $1,000; subsequent investments may be as small
as $50. The minimum initial  investment for the Colonial  Fundamatic  program is
$50; 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 share  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,  subject to a
0.25% annual service fee, 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 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 automatically  convert to Class A
shares  not  bearing a  distribution  fee),  a 0.25%  annual  service  fee and a
declining  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 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.

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% annual  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.

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.

Special  Purchase  Programs.  The Fund  allows  certain  investors  or groups of
investors to purchase shares at a reduced,  or without an, 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."

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

HOW TO SELL SHARES

Shares 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  prior to the time at which  the Fund  values  its  shares  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 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 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 in 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 may  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 time at
which the Fund values its shares.  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 Transfer Agent will employ  reasonable  procedures to
confirm that instructions  communicated by telephone are genuine and, if it does
not, may be liable for any losses due to  unauthorized  or fraudulent  telephone
transactions. 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 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  and/or their
financial advisers 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
commenced operations in 1996 as a separate portfolio of the Trust.

At  inception,  the Adviser  owned 100% of each Class of shares of the Fund and,
therefore, may be deemed to "control" the Fund.

The Trust is not  required  to hold  annual  shareholder  meetings,  but special
meetings may be called for certain purposes.  Shareholders  receive one vote for
each Fund share.  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 Trust.  However,  the Trust's
Declaration of 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
(which  are  considered  remote)  in which the Fund  would be unable to meet its
obligations  and the disclaimer was  inoperative.  The risk of a particular fund
incurring  financial  loss on  account  of  another  fund of the  Trust  is also
believed to be remote, because it would be limited to circumstances in which the
disclaimer  was   inoperative  and  the  other  fund  was  unable  to  meet  its
obligations.


                                    APPENDIX
                           DESCRIPTION OF BOND RATINGS
                                       S&P

AAA The highest rating assigned by S&P indicates an extremely strong capacity to
repay principal and interest.

AA bonds also  qualify as high  quality.  Capacity  to repay  principal  and pay
interest is very strong, and in the majority of instances,  they differ from AAA
only in small degree.

A bonds have a strong  capacity to repay  principal and interest,  although they
are somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions.

BBB bonds are  regarded as having an adequate  capacity to repay  principal  and
interest. Whereas they normally exhibit protection parameters,  adverse economic
conditions  or  changing  circumstances  are more  likely to lead to a  weakened
capacity to repay principal and interest than for bonds in the A category.

BB, B, CCC and CC bonds are regarded,  on balance, as predominantly  speculative
with respect to capacity to pay interest and  principal in  accordance  with the
terms of the  obligation.  BB indicates the lowest degree of speculation  and CC
the  highest   degree.   While  likely  to  have  some  quality  and  protection
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

C ratings are reserved for income bonds on which no interest is being paid.

D bonds are in default,  and payment of interest and/or principal is in arrears.
Plus(+) or minus (-) are  modifiers  relative to the  standing  within the major
rating categories.
                                     MOODY'S

Aaa bonds are judged to be of the best quality.  They carry the smallest  degree
of  investment  risk and are  generally  referred  to as "gilt  edge".  Interest
payments  are  protected  by a large or by an  exceptionally  stable  margin and
principal is secure.  While  various  protective  elements are likely to change,
such changes as can be visualized are most unlikely to impair the  fundamentally
strong position of such issues.

Aa bonds are judged to be of high quality by all  standards.  Together  with Aaa
bonds they comprise what are generally known as high-grade bonds. They are rated
lower  than the best bonds  because  margins of  protective  elements  may be of
greater  amplitude  or  there  may be  other  elements  present  which  make the
long-term risk appear somewhat larger than in Aaa securities. Those bonds in the
Aa through B groups which  Moody's  believes  possess the  strongest  investment
attributes are designated by the symbol Aa1, A1 and Baa1.

A  bonds  possess  many of the  favorable  investment  attributes  and are to be
considered  as  upper-medium-grade  obligations.   Factors  giving  security  to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa bonds are considered as medium grade,  neither  highly  protected nor poorly
secured.  Interest  payments  and  principal  security  appear  adequate for the
present   but   certain   protective   elements   may  be   lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding   investment   characteristics   and  in  fact,   have   speculative
characteristics as well.

Ba bonds  are  judged  to have  speculative  elements;  their  future  cannot be
considered  as well  secured.  Often,  the  protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the  future.  Uncertainty  of  position  characterizes  these
bonds.

B bonds generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.

Caa bonds are of poor  standing.  They may be in default or there may be present
elements of danger with respect to principal or interest.

Ca bonds are  speculative  in a high  degree,  often in default or having  other
marked shortcomings.

C bonds  are the  lowest  rated  class of bonds  and can be  regarded  as having
extremely poor prospects of ever attaining any real investment standing.



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

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

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

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

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

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


Your financial service firm is:

Printed in U.S.A.

March 31, 1996, Revised April 19, 1996

COLONIAL EQUITY INCOME FUND

PROSPECTUS

Colonial Equity Income Fund seeks current income and long-term growth.


For more detailed information about the Fund, call the Adviser at 1-800-248-2828
for the March 31, 1996 Statement of Additional Information.


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







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