1
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1999

SECURITIES ACT FILE NO. 333-84997
INVESTMENT COMPANY ACT FILE NO. 811-09533

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
-----------

Post-Effective Amendment No. 1 [X]
-----------

and/or

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

Amendment No. 4 [X]
---------------

COLONIAL INSURED MUNICIPAL FUND
(Exact Name of Registrant as Specified in Charter)

ONE FINANCIAL CENTER, BOSTON, MA 02111
(Address of Principal Executive Offices)

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

Name and Address of
Agent for Service Copies to

William J. Ballou, Esq. John M. Loder, Esq. Gary Schpero, Esq.
Colonial Management Associates, Inc. Ropes & Gray Simpson Thacher & Bartlett
One Financial Center One International Place 425 Lexington Avenue
Boston, Massachusetts 02111-2621 Boston, Massachusetts 02110-2624 New York, New York 10017-3954

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.

[X] This Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act and the Securities Act registration statement number of
the earlier effective registration statement for the same offering is
333-84997.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BEING REGISTERED REGISTERED (1) UNIT (1) PRICE (1) REGISTRATION FEE (2)
- ---------------------- -------------------- --------------------- --------------------- --------------------

Common Shares, 5,000,000 $15.00 $75,000,000 $20,850
No Par Value
Per Share

(1) Estimated solely for purposes of calculating the registration fee.

(2) Previously paid.

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COLONIAL INSURED MUNICIPAL FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-2

PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION

1................. Outside Front Cover Front Cover Page
2................. Inside Front and Outside Back Cover Page Front and Back Cover Page
3................. Fee Table and Synopsis Prospectus Summary; Summary of Fund
Expenses
4................. Financial Highlights Not Applicable
5................. Plan of Distribution Front Cover Page; Prospectus Summary;
Underwriting
6................. Selling Shareholders Not Applicable
7................. Use of Proceeds Use of Proceeds; Investment Objective and
Policies
8................. General Description of the Registrant Prospectus Summary; The Fund;
Investment Objective and Policies;
Use of Leverage and Related Risks;
Additional Risk Considerations; How the
Fund Manages Risk; Management of the Fund;
Description of Shares; Certain Provisions
in the Declaration of Trust
9................. Management Management of the Fund; Custodian,
Transfer Agent, Dividend Disbursing Agent
and Registrar
10 ............... Capital Stock, Long-Term Debt, Net Asset Value; Distributions; Dividend
and Other Securities Reinvestment Plan; Description of
Shares; Repurchase of Common
Shares; Conversion to Open-End Fund;
Tax Matters
11 ............... Defaults and Arrears on Senior Securities Not Applicable
12 ............... Legal Proceedings Not Applicable
13 ............... Table of Contents of the Table of Contents for the
Statement of Additional Information Statement of Additional Information

PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION

14 ............... Cover Page Cover Page
15................ Table of Contents Table of Contents
16 ............... General Information and History Not Applicable
17 ............... Investment Objective and Policies Investment Objectives and Policies;
Miscellaneous Investment Practices
18 ............... Management Management of the Fund
19 ............... Control Persons and Principal Management of the Fund
Holders of Securities
20 ............... Investment Advisory and Other Services Fund Charges and Expenses; Management
of the Fund; Custodian; Independent
Accountants
21 ............... Brokerage Allocation and Other Practices Fund Charges and Expenses; Portfolio
Transactions
22 ............... Tax Status Tax Matters
23 ............... Financial Statements Financial Statements

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PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(1) Financial Statements:

Included in Part A

None

Included in Part B

Financial Statements

Report of Independent Accountants

(2) Exhibits

(a)(1) Agreement and Declaration of Trust(1)
(a)(2) Amendment No. 1 to the Agreement and Declaration of Trust(2)
(b)(1) By-Laws(2)
(b)(2) Amended and Restated By-Laws

(c) Not applicable
(d)(1) Portions of the Agreement and Declaration of Trust, as
amended, included as Exhibit (a)(1) and (a)(2), and the
By-Laws of the Registrant, included as Exhibit (b) (see
Article III, Sections 1, 2, 4 and 5; Article V; Article
VIII, Section 4; and Article IX, Sections 4 and 7 of the
Agreement and Declaration of Trust, as amended, and Sections
2, 7 and 8 of the By-Laws)
(d)(2) Form of specimen certificate for the common shares(2)
(e) Dividend Reinvestment Plan(2)
(f) Not applicable
(g) Management Agreement with Colonial Management Associates,
Inc.(2)
(h) Underwriting Agreement
(i) Not applicable
(j)(1) Global Custody Agreement with The Chase Manhattan Bank
(incorporated herein by reference to Item 24, Exhibit
No. 8 to Post-Effective Amendment No. 13 to the
Registration Statement of Colonial Trust VI, Registration
Nos. 33-45117 & 811-6529, filed with the Commission on or
about October 24, 1997)
(j)(2) Amendment No. 8 to Schedule A of Global Custody Agreement
with The Chase Manhattan Bank(2)

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(k)(1) Stock Transfer Agent Services Agreement between the
Registrant and BankBoston, N.A.(2)
(k)(2) Pricing and Bookkeeping Agreement with Colonial Management
Associates, Inc.(2)
(k)(3)(i) Fee Waiver Agreement with Colonial Management
Associates, Inc.(2)
(k)(3)(ii)Expense Reimbursement Agreement with Colonial Management
Associates, Inc.
(l) Opinion and Consent of Ropes & Gray, counsel to Registrant(2)
(m) Not applicable
(n) Consent of independent accountants(2)
(o) Not applicable
(p) Subscription Agreement with Colonial Management Associates,
Inc.
(q) Not applicable
(r) Power of Attorney for each of Robert J. Birnbaum, Tom
Bleasdale, John V. Carberry, Lora S. Collins, James E.
Grinnell, Richard W. Lowry, Salvatore Macera, William E.
Mayer, James L. Moody, Jr., John J. Neuhauser, Thomas E.
Stitzel, Robert L. Sullivan and Anne-Lee Verville.(2)

- ----------------------------------
(1) Incorporated by reference to the Registration Statement filed with the
Commission via EDGAR on or about August 11, 1999.

(2) Incorporated by reference to the Registration Statement filed with the
Commission via EDGAR on or about October 26, 1999.

Item 25. Marketing Arrangements.

See Sections 5(m), 5(n), 6(v) and 11 of Exhibit (h) of Item 24(2) of
this Registration Statement.

Item 26. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses to be incurred in
connection with the Offer described in this Registration Statement:

Registration fees $ 20,850
American Stock Exchange listing fee* 21,500
Printing* 150,000
Accounting fees and expenses* 5,000
Legal fees and expenses* 92,000
Underwriters expense reimbursement* 75,000
NASD fee 8,100
Miscellaneous* 40,000
--------
Total* $412,450
========

(*) Estimated

Item 27. Persons Controlled by or under Common Control with Registrant.

None.

Item 28. Number of Holders of Securities

Title of Class Number of Record Holders
-------------- ------------------------

Common Shares of Beneficial Interest -1-

Item 29. Indemnification.

The Agreement and Declaration of Trust, as amended, filed as Exhibit
(a)(1) and (a)(2) to this Registration Statement provides for
indemnification to each of the Registrant's Trustees and
officers against all liabilities and expenses incurred in
acting

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as Trustee or officer, except in the case of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Trustees and officers. The
Underwriting Agreement filed as Exhibit (h) to this Registration
Statement provides for indemnification by the Registrant and
Colonial Management Associates, Inc. (the "Advisor") of Salomon
Smith Barney Inc. (the "Underwriter") and its controlling
persons and by the Underwriter of the Registrant, the Advisor
and their respective Trustees, directors, officers and
controlling persons against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, under
certain circumstances.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

The Registrant, Colonial Management Associates, Inc. and their
respective trustees, directors and officers are insured by a
directors and officers/errors and omissions liability policy.

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Item 30. Business and Other Connections of Investment Adviser

The description of the business of Colonial Management Associates,
Inc., the Registrant's Investment Adviser, is set forth under the
caption "The Advisor" in the Prospectus forming part of this
Registration Statement. The following sets forth business and other
connections of each director and officer of Colonial Management
Associates, Inc.

Registrant's investment adviser/administrator, Colonial Management Associates,
Inc. ("Colonial"), is registered as an investment adviser under the Investment
Advisers Act of 1940 ("Advisers Act"). Colonial Advisory Services, Inc.
("CASI"), an affiliate of Colonial, is also registered as an investment adviser
under the Advisers Act. As of the end of the fiscal year, December 31, 1998,
CASI had four institutional, corporate or other accounts under management

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or supervision, the market value of which was approximately $227 million. As of
the end of the fiscal year, December 31, 1998, Colonial was the investment
adviser, sub-adviser and/or administrator to 57 mutual funds, including funds
sub-advised by Colonial, the total market value of which investment companies
was approximately $18,950.90 million. Liberty Funds Distributor, Inc., a
subsidiary of Colonial Management Associates, Inc., is the principal
underwriter and the national distributor of all of the open-end funds in the
Liberty Mutual Funds complex.

The following sets forth the business and other connections of each director and
officer of Colonial Management Associates, Inc.:

(1) (2) (3) (4)
Name and principal
business
addresses* Affiliation
of officers and with Period is through 06/30/99. Other
directors of investment business, profession, vocation or
investment adviser adviser employment connection Affiliation
- ------------------ ---------- -------------------------------- -----------

Allard, Laurie V.P.

Archer, Joseph A. V.P.

Ballou, William J. V.P., Liberty Funds Trusts I through IX Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High

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Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

Barron, Suzan M. V.P., Liberty Funds Trusts I through IX Asst. Sec.
Asst. Colonial High Income
Sec., Municipal Trust Asst. Sec.
Counsel Colonial InterMarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
AlphaTrade Inc. Asst. Clerk
Liberty Funds Distributor,
Inc. Asst. Clerk
Liberty Financial Advisers,
Inc. Asst. Sec.
Liberty Funds Group LLC Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

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Barsketis, Ophelia Sr.V.P. Stein Roe & Farnham Incorporated Snr. V.P.

Berliant, Allan V.P.

Bissonnette, Michael Sr.V.P.

Boatman, Bonny E. Sr.V.P.; Colonial Advisory Services,
IPC Mbr. Inc. Exec. V.P.
Stein Roe & Farnham Incorporated Exec. V.P.

Bunten, Walter V.P.

Campbell, Kimberly V.P.

Carnabucci,
Dominick V.P.

Carome, Kevin M. Sr.V.P.; Liberty Funds Distributor,
IPC Mbr. Inc. Assistant Clerk
Liberty Funds Group LLC Sr. V.P.; General Counsel
Stein Roe & Farnham
Incorporated General Counsel; Secretary
Stein Roe Services, Inc. Asst. Clerk

Carroll, Sheila A. Sr.V.P.

Citrone, Frank, Jr. Sr.V.P.

Conlin, Nancy L. Sr. V.P.; Liberty Funds Trusts I through IX Secretary
Sec.; Clerk Colonial High Income
IPC Mbr.; Municipal Trust Secretary
Dir; Gen. Colonial InterMarket Income
Counsel Trust I Secretary
Colonial Intermediate High
Income Fund Secretary
Colonial Investment Grade
Municipal Trust Secretary
Colonial Municipal Income
Trust Secretary
Liberty Funds Distributor,
Inc. Dir.; Clerk
Liberty Funds Services, Inc. Clerk; Dir.
Liberty Funds Group LLC V.P.; Gen.
Counsel and
Secretary
Liberty Variable Investment
Trust Secretary

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Colonial Advisory Services,
Inc. Dir.; Clerk
AlphaTrade Inc. Dir.; Clerk
Liberty Financial Advisors,
Inc. Dir.; Sec.
Liberty All-Star Equity Fund Secretary
Liberty All-Star Growth Fund,
Inc. Secretary

Connaughton, V.P. Liberty Funds Trusts I through VIII CAO; Controller
J. Kevin Liberty Variable Investment
Trust CAO; Controller
Colonial High Income
Municipal Trust CAO; Controller
Colonial Intermarket Income
Trust I CAO; Controller
Colonial Intermediate High
Income Fund CAO; Controller
Colonial Investment Grade
Municipal Trust CAO; Controller
Colonial Municipal Income
Trust CAO; Controller
Liberty All-Star Equity Fund Controller
Liberty All-Star Growth Fund,
Inc. Controller
Liberty Trust IX Controller

Daniszewski, V.P.
Joseph J.

Dearborn, James V.P.

Desilets, Marian H. V.P. Liberty Funds Distributor,
Inc. V.P.
Liberty Funds Trusts I through IX Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial Intermarket Income
Trust I Asst. Sec.
Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade

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Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

DiSilva-Begley, V.P. Colonial Advisory Services, Compliance
Linda IPC Mbr. Inc. Officer

Eckelman, Marilyn Sr.V.P.

Ericson, Carl C. Sr.V.P. Colonial Intermediate High
IPC Mbr. Income Fund V.P.
Colonial Advisory Services, Pres.; CEO
Inc. and CIO

Evans, C. Frazier Sr.V.P. Liberty Funds Distributor,
Inc. Mng. Director

Feloney, Joseph L. V.P. Colonial Advisory Services,
Asst. Treas. Inc. Asst. Treas.
Liberty Funds Group LLC Asst. Treas.

Finnemore, Sr.V.P. Colonial Advisory Services,
Leslie W. Inc. Sr. V.P.

Franklin, Sr. V.P. AlphaTrade Inc. President
Fred J. IPC Mbr. Liberty Financial Companies, Chief
Inc. Compliance Ofcr; V.P.

Garrison, V.P. Stein Roe & Farnham
William M. Incorporated V.P.

Gibson, Stephen E. Dir.; Pres.; Liberty Funds Group LLC Dir.;
CEO; Pres.; CEO;
Chairman of Exec. Cmte.
the Board; Mbr.; Chm.
IPC Mbr. Liberty Funds Distributor,
Inc. Dir.; Chm.
Colonial Advisory Services,
Inc. Dir.; Chm.

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Liberty Funds Services, Inc. Dir.; Chm.
AlphaTrade Inc. Dir.
Liberty Funds Trusts I
through VIII President
Colonial High Income
Municipal Trust President
Colonial InterMarket Income
Trust I President
Colonial Intermediate High
Income Fund President
Colonial Investment Grade
Municipal Trust President
Colonial Municipal Income
Trust President
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Asst. Chairman;
Exec. V.P.
Liberty Variable Investment
Trust President
Hansen, Loren Sr. V.P.;
IPC Mbr.

Harasimowicz, V.P.
Stephen

Hartford, Brian Sr.V.P.

Haynie, James P. Sr.V.P. Colonial Advisory Services,
Inc. Sr. V.P.
Stein Roe & Farnham
Incorporated Sr. V.P.

Held, Dorothy V.P.

Hernon, Mary V.P.

Hounsell, Clare F. V.P. Stein Roe & Farnham
Incorporated V.P.
Iudice, V.P.; Liberty Funds Group LLC Controller,
Philip J., Jr. Controller CAO, Asst.

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Asst. Treas.
Treasurer Liberty Funds Distributor, CFO,
Inc. Treasurer
Colonial Advisory Services, Controller;
Inc. Asst. Treas.
AlphaTrade Inc. CFO, Treas.
Liberty Financial Advisors,
Inc. Asst. Treas.

Jacoby, Timothy J. Sr. V.P.; Liberty Funds Group LLC V.P., Treasr.,
CFO; CFO
Treasurer Liberty Funds Trusts I
through VIII Treasr.,CFO
Colonial High Income
Municipal Trust Treasr.,CFO
Colonial InterMarket Income
Trust I Treasr.,CFO
Colonial Intermediate High
Income Fund Treasr.,CFO
Colonial Investment Grade
Municipal Trust Treasr.,CFO
Colonial Municipal Income
Trust Treasr.,CFO
Colonial Advisory Services,
Inc. CFO, Treasr.
Liberty Financial Advisors,
Inc. Treasurer
Stein Roe & Farnham
Incorporated Snr. V.P.
Liberty Variable Investment
Trust Treasurer, CFO
Liberty All-Star Equity Fund Treasurer
Liberty All-Star Growth Fund,
Inc. Treasurer
Liberty Funds Trust IX Treasurer

Jansen, Deborah Sr.V.P. Stein Roe & Farnham
Incorporated Sr. V.P.

Jersild, North T. V.P. Stein Roe & Farnham
Incorporated V.P.

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Johnson, Gordon V.P.
Knudsen, Gail E. V.P. Liberty Funds Trusts I
through IX Asst. Treas.
Colonial High Income
Municipal Trust Asst. Treas.
Colonial InterMarket Income
Trust I Asst. Treas.
Colonial Intermediate High
Income Fund Asst. Treas.
Colonial Investment Grade
Municipal Trust Asst. Treas.
Colonial Municipal Income
Trust Asst. Treas.
Liberty Variable Investment
Trust Asst. Treas.
Liberty All-Star Equity Fund Asst. Treas.
Liberty All-Star Growth Fund,
Inc. Asst. Treas.

Lapointe, Thomas V.P.

Lasman, Gary V.P.

Lennon, John E. Sr.V.P. Colonial Advisory Services,
Inc. V.P.
Lenzi, Sharon V.P.

Lessard, Kristen V.P.

Loring, William
C., Jr. Sr.V.P.

MacKinnon,
Donald S. Sr.V.P.

Marcus, Harold V.P.

Muldoon, Robert V.P.

Newman, Maureen Sr.V.P.

O'Brien, David Sr.V.P.

Ostrander, Laura Sr.V.P. Colonial Advisory Services,
Inc. V.P.
Palombo, Joseph R. Dir.; Colonial Advisory Services,
Exe.V.P.; Inc. Dir.
IPC Mbr.; Colonial High Income

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Municipal Trust V.P.
Colonial InterMarket
Income Trust I V.P.
Colonial Intermediate High
Income Fund V.P.
Colonial Investment Grade
Municipal Trust V.P.
Colonial Municipal Income
Trust V.P.
Liberty Funds Trusts I
through IX V.P.
Liberty Funds Services, Inc. Director
Liberty Funds Group LLC CAO; Ex. V.P.
Liberty Funds Distributor,
Inc. Director
AlphaTrade Inc. Director
Liberty Financial Advisors,
Inc. Director
Stein Roe & Farnham
Incorporated Exec. V.P.
Liberty Variable Investment
Trust V.P.
Liberty All-Star Equity Fund V.P.
Liberty All-Star Growth Fund,
Inc. V.P.

Peishoff, William V.P.

Peterson, Ann T. V.P. Colonial Advisory Services,
Inc. V.P.
Pielech, Mitchell V.P.

Pope, David V.P.

Reading, John V.P.; Liberty Funds Services, Inc. Asst. Clerk
Asst. Liberty Funds Group LLC Asst. Sec.
Sec.; Colonial Advisory Services,
Asst. Inc. Asst. Clerk
Clerk and Liberty Funds Distributor,
Counsel Inc. Asst. Clerk
AlphaTrade Inc. Asst. Clerk
Liberty Funds Trusts I
through IX Asst. Sec.
Colonial High Income
Municipal Trust Asst. Sec.
Colonial InterMarket Income
Trust I Asst. Sec.

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Colonial Intermediate High
Income Fund Asst. Sec.
Colonial Investment Grade
Municipal Trust Asst. Sec.
Colonial Municipal Income
Trust Asst. Sec.
Liberty Financial Advisors,
Inc. Asst. Sec.
Liberty Variable Investment
Trust Asst. Sec.
Liberty All-Star Equity Fund Asst. Sec.
Liberty All-Star Growth Fund,
Inc. Asst. Sec.

Rega, Michael V.P. Colonial Advisory Services,
Inc. V.P.

Richards, Scott B. Sr. V.P. Colonial Advisory Services,
Inc. Senior V.P.

Schermerhorn, Scott Sr. V.P.

Seibel, Sandra L. V.P. Colonial Advisory Services,
Inc. V.P.

Shields, Yvonne B. V.P. Stein Roe & Farnham
Incorporated V.P.

Smalley, Gregg V.P.

Spanos, Gregory J. Sr. V.P. Colonial Advisory Services,
Inc. Exec. V.P.

Stevens, Richard V.P. Colonial Advisory Services,
Inc. V.P.

Stoeckle, Mark Sr.V.P. Colonial Advisory Services,
Inc. V.P.

Swayze, Gary Sr.V.P.

Thomas, Ronald V.P.

Turcotte,
Frederick J. V.P. Liberty Funds Services, Inc. V.P.
Liberty Funds Distributor, Inc. V.P.
Colonial Advisory Services, Inc. V.P.
AlphaTrade Inc. V.P.
Liberty Funds Group LLC V.P.
Liberty Financial Services, Inc. V.P.
Liberty Financial Companies, Inc. V.P. and
Managing Dir.
of Taxation
LREG, Inc. V.P.
Liberty Newport Holdings, Limited V.P.
Newport Pacific Management, Inc. V.P.
Newport Fund Management, Inc. V.P.
Newport Private Equity Asia, Inc. V.P.
Independent Holdings, Inc. V.P.
IFS Agencies, Inc. V.P.
IFMG Agencies of Maine, Inc. V.P.
IFMG Agencies of Oklahoma, Inc. V.P.
IFS Agencies of Alabama, Inc. V.P.
IFS Agencies of New Mexico, Inc. V.P.
IFS Insurance Agencies of Ohio,
Inc. V.P.
IFS Insurance Agencies of Texas,
Inc. V.P.
Liberty Securities Corporation V.P.
Stein Roe Services, Inc. V.P.
Stein Roe & Farnham Incorporated V.P.
Stein Roe Futures, Inc. V.P.
Progress Investment Management
Company V.P.
Crabbe Huson Group, Inc. V.P.

Wallace, John R. V.P. Colonial Advisory Services,
Asst.Treas. Inc. Asst. Treas.
Liberty Funds Group LLC Asst. Treas.
Ware, Elizabeth M. V.P.

Wiley, Christine V.P.

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Wiley, Peter V.P.

- -----------------------------------------------
*The Principal address of all of the officers and directors of the investment
adviser is One Financial Center, Boston, MA 02111.

Item 31. Location of Accounts and Records
Registrant: Colonial Insured Municipal Fund
One Financial Center
Boston, Massachusetts 02111-2621

Investment Advisor: Colonial Management Associates, Inc.
One Financial Center
Boston, Massachusetts 02111-2621

Custodian: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017-2070

Transfer Agent: EquiServe
150 Royall Street
Canton, Massachusetts 02021

Item 32. Management Services

Not Applicable

Item 33. Undertakings

The Registrant hereby undertakes:

(1) To suspend the offering of its common shares of beneficial
interest until it amends its prospectus if (i) subsequent to the
effective date of this Registration Statement, the net asset value
per share of beneficial interest declines more than 10 percent
from its net asset value per share of beneficial interest as of
the effective date of this Registration Statement or, (ii) its net
asset value per share of beneficial interest increases to an
amount greater than its net proceeds as stated in the prospectus
contained herein.

(2) Not Applicable

(3) Not Applicable

(4) Not Applicable

(5) (a) That for the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as a part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant under Rule 497(h) under the Securities Act
of 1933 shall be deemed to be part of this Registration Statement
as of the time it was declared effective; and

(b) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of the securities at that time shall be deemed to
be the initial bona fide offering thereof.

(6) To send by first class mail or other means designed to ensure
equally prompt delivery, within two business days of receipt of a
written or oral request, any Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment to its Registration Statement on Form N-2 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 28th day of October, 1999.

COLONIAL INSURED MUNICIPAL FUND

By: /s/ STEPHEN E. GIBSON
----------------------
Stephen E. Gibson
President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their capacities and
on the date indicated.

SIGNATURES TITLE DATE
- ---------- ----- ----

/s/ STEPHEN E. GIBSON President (chief October 28, 1999
- ------------------------ executive officer)
Stephen E. Gibson

/s/ J. KEVIN CONNAUGHTON Controller and Chief October 28, 1999
- ------------------------ Accounting Officer
J. Kevin Connaughton

/s/ TIMOTHY J. JACOBY Treasurer and Chief October 28, 1999
- ------------------------ Financial Officer
Timothy J. Jacoby

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ROBERT J. BIRNBAUM* Trustee
- -------------------
Robert J. Birnbaum

TOM BLEASDALE* Trustee
- --------------
Tom Bleasdale

JOHN CARBERRY* Trustee
- --------------
John Carberry

LORA S. COLLINS* Trustee
- ----------------
Lora S. Collins

JAMES E. GRINNELL* Trustee
- ------------------
James E. Grinnell

RICHARD W. LOWRY* Trustee By:*/s/ WILLIAM J. BALLOU
- ----------------- --------------------------
Richard W. Lowry William J. Ballou
Attorney-in-fact
For each Trustee
SALVATORE MACERA* Trustee October 28, 1999
- -----------------
Salvatore Macera

WILLIAM E. MAYER* Trustee
- -----------------
William E. Mayer

JAMES L. MOODY, JR.* Trustee
- ---------------------
James L. Moody, Jr.

JOHN J. NEUHAUSER* Trustee
- ------------------
John J. Neuhauser

THOMAS E. STITZEL* Trustee
- ------------------
Thomas E. Stitzel

ROBERT L. SULLIVAN* Trustee
- -------------------
Robert L. Sullivan

ANNE-LEE VERVILLE* Trustee
- ------------------
Anne-Lee Verville

C-17
20

EXHIBIT INDEX

(b)(2) Amended and Restated By-Laws
(h) Underwriting Agreement
(k)(3)(ii) Expense Reimbursement Agreement with Colonial Management Associates,
Inc.
(p) Subscription Agreement with Colonial Management Associates, Inc.