COLONIAL TRUST III
497, 1997-10-20
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                           COLONIAL GLOBAL EQUITY 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 0.95% 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                    0.95%             0.95%             0.95%
12b-1 fees                        0.25              1.00              1.00
Other expenses                    0.58              0.58              0.58
                                  ----              ----              ----
Total operating expenses          1.78%             2.53%             2.53%
                                  ====              ====              ====


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:                         (6)           (7)           (6)           (7)
1 year           $ 75        $  76         $  26          $  36         $  26
3 years           110          109            79             79(9)         79
5 years           148          155           135            134           134
10 years          255          268(8)        268(8)         286           286

(6)  Assumes redemption at period end.
(7)  Assumes no redemption.
(8)  Class B shares automatically convert to Class A shares after approximately
     8 years;  therefore,  years 9 and 10 reflect Class A share expenses.
(9)  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 0.95% of the Fund's average daily net assets.  For these services,  the
Fund paid the Adviser  0.75% of the Fund's  average  daily net assets for fiscal
year 1996.

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


GE-36/297E -1097                                             October 20, 1997



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