COLONIAL U.S. GOVERNMENT FUND
               
     Supplement to Prospectus dated
           December 29, 1994
               
               
On August 18, 1995, the Trustees approved 
modifications to the wording of the Fund's
investment objective.  The Fund's present 
objective is to seek as high a level of 
current income as is consistent with
prudent risk by investing exclusively in 
U.S. government securities.  Effective  
October 31, 1995, the Fund's investment
objective will be to seek as high a level 
of current income and total return as is
consistent with prudent risk by investing 
exclusively in U.S. government securities.    
The investment policies of the Fund will 
not change.

The fourth paragraph under the caption How 
the Fund is managed has been revised in its
entirety as follows:

Leslie W. Finnemore, Vice President of the 
Adviser, has managed the Fund since its
inception and various other Colonial taxable 
income funds since 1987.  Michael Bissonnette, 
Vice President of the Adviser, has co-managed 
the Fund since July 1995.  Mr. Bissonnette was   
a Mortgage Trader of the Adviser from August 
1993 until January 1995 and an Associate 
Portfolio Manager in the Government/Mortgage  
Group of the Adviser from January 1995 until  
July  1995.   Prior to joining the Adviser, 
Mr. Bissonnette was an Actuarial Consultant 
and Mortgage  Trader at ITT Hartford Insurance 
until 1993.

UG-187B-0895                  August 30, 1995