COLONIAL TRUST III
497, 1997-10-24
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                           COLONIAL SELECT VALUE FUND
                         Supplement to Prospectus dated
                    February 28, 1997, Revised August 1, 1997


On September 30, 1997,  the  shareholders  of the Fund approved a management fee
change. Effective immediately, the Fund will pay Colonial Management Associates,
Inc.  ("Adviser") a monthly  management fee equal to 0.70% of the Fund's average
daily net assets.

As a result of the management fee change, and based on "Other expenses" incurred
in the Fund's most recent  fiscal  year,  the  following  information  under the
caption SUMMARY OF EXPENSES is revised as follows:

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

                                  Class A             Class B           Class C
Management fee                    0.70%               0.70%              0.70%
12b-1 fees (6)                    0.24                0.99               0.99
Other expenses                    0.38                0.38               0.38
                                  ----                ----               ----
Total operating expenses          1.32%               2.07%              2.07%
                                  ====                ====               ====

(6)  Service fee will fluctuate but will not exceed 0.25%.

Example

The 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 C
Period:                       (7)          (8)            (7)              (8)
1 year          $ 70       $  71        $  21          $   31            $  21
3 years           97          95           65              65(10)           65
5 years          126         131          111             111              111
10 years         207        221(9)        221(9)          240              240

(7)  Assumes redemption at period end.
(8)  Assumes no redemption.
(9)  Class B shares automatically  convert to Class A shares after 
     approximately 8 years;  therefore,  years 9 and 10 reflect Class A share
     expenses.
(10) Class C  shares  do not  incur  a  contingent  deferred  sales  charge  on
     redemptions made after one year.

The third  paragraph under the caption HOW THE FUND IS MANAGED is revised in its
entirety as follows:

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
a fee of 0.70% of the Fund's average daily net assets.  For these services,  the
Fund paid the Adviser  0.55% of the Fund's  average  daily net assets for fiscal
year 1996.

The fourth paragraph under the caption HOW THE FUND IS MANAGED is revised in its
entirety as follows:

James P. Haynie,  Vice  President of the Adviser,  has co-managed the Fund since
October,  1997.  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.

Michael Rega, Vice President of the Adviser, has been employed by the Adviser as
an Analyst since 1993 and has co-managed the Fund since October,  1997. Prior to
joining the Adviser in 1993,  Mr.  Rega was a Project  Manager at MIT's  Lincoln
Laboratory.

Effective October 15, 1997, the Distributor's name changed to "Liberty
Financial Investments, Inc."


SV-36/295E-1097                                               October 20, 1997




                                       COLONIAL SELECT VALUE FUND
                           Supplement to Statement of Additional Information
                            dated February 28, 1997, Revised August 1, 1997




Effective immediately, Colonial Investment Services, Inc.'s (CISI) name is 
changed to Liberty Financial Investments, Inc. (LIFI).  All references to CISI 
in the Statement of Additional Information are now references to LIFI.

The first  paragraph  under the caption  FUND CHARGES AND EXPENSES is revised in
its entirety as follows:

Under the Fund's management  agreement,  the Fund pays the Adviser a monthly fee
based on the average  daily net assets of the Fund,  determined  at the close of
each business day during the month, at the annual rate of 0.70%,  subject to any
voluntary reduction that the Adviser may agree from time to time.

The second and third  paragraphs under the caption FUND CHARGES AND EXPENSES are
deleted.





SV-39/296E-1097                                               October 20, 1997



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