August 10, 1998


   Mr. Jonathan G Katz
   Secretary
   Securities and Exchange Commission
   450 Fifth Street, N.W., Stop 6-9
   Washington, D.C. 20549

   RE:  File No. S7-20-98

   Dear Mr. Katz;

   Colonial Management Associates, Inc. (Colonial) would like to take this
   opportunity to submit comments regarding the Securities and Exchange
   Commission's proposed temporary Rule 204-5 and form ADV-Y2K under the
   Investment Advisers Act of 1940 ("Advisers Act").

   Multiple Advisers - Reporting Responsibility

   We believe Colonial to be similar to many mutual fund companies that have
   adopted a corporate approach to the Year 2000 problem.  This approach includes
   the establishment of a Year 2000 (Y2K) Central Program Office (CPO) that is
   responsible for coordinating and managing the corporation's Y2K project.
   Colonial's CPO has established a project plan which addresses  Y2K issues as
   they impact all corporate departments and functions.  The plan does encompass
   all advisor activities for the funds Colonial manages.  It does not attempt to
   subdivide tasks to the individual fund level.  Our concern is that reporting
   these results other than at a corporate level may result in potential
   distortions in the report and also in the interpretation of the results.  We
   believe the addition of a section identifying on which level the Y2K project
   plan is being managed and the basis for the report will clarify this issue.

   The "Auditor's Attestation" Provision

   During the initial planning of our Year 2000 project, we contracted with our
   auditing firm to provide guidance and experience.  We found this firm's Y2K
   experienced personnel to be in short supply.  We were told that our audit
   firm's Y2K practice was closed due to a lack of experienced personnel and the
   extended time needed to train employees.  We do not believe a financial
   auditor will understand the complex interrelationships Y2K planning and
   testing impose.  In addition, we were told that our auditor would not publish
   documents which could be perceived as sharing our liability.  Given our
   experience with our auditing firm, we believe that they are not prepared to
   offer analysis that would accurately represent our Y2K project.  We expect
   attestation by our accounting firm would demand significant fees - well into
   the $100,000 plus range.


   Multiple Systems Reporting

   Colonial supports the commission's proposal that the reporting of the various
   systems on a qualitative average.   The dependencies on the status of external
   forces affects the time frames for testing our various systems.  We believe
   that reporting on a system by system basis may give the appearance that some
   systems are behind and cause undue concern.

   Facsimile Filing

   Colonial can and will fax responses assuming the SEC has the equipment and 
   procedures in place to accommodate the surge in traffic this filing will cause.



   Colonial Management Associates appreciated the opportunity to express its
   comments regarding the proposed temporary rule.  Questions should be directed
   to the undersigned at (617)772-3616 or Nancy Conlin at (617)772-3053.

   Sincerely,

   Joseph A. Archer
   Vice President
   Manager, Year 2000 Central Program Office