COLONIAL TRUST III
497, 1998-11-10
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                           CRABBE HUSON SMALL CAP FUND
                          THE CRABBE HUSON SPECIAL FUND
                            CRABBE HUSON EQUITY FUND
                    CRABBE HUSON MANAGED INCOME & EQUITY FUND
                    CRABBE HUSON REAL ESTATE INVESTMENT FUND
                        CRABBE HUSON OREGON TAX-FREE FUND
                       CRABBE HUSON CONTRARIAN INCOME FUND

                           Supplement to Prospectuses
                  (Replacing Supplement dated October 19, 1998)


Until  further  notice,  Class B and Class C shares of the Funds (other than the
Crabbe  Huson  Contrarian  Income  Fund which does not offer Class B and Class C
shares) are not available for  purchases or  exchanges.  Effective  November 16,
1998,  the Class A shares of The Crabbe Huson Special Fund will be available for
purchases and exchanges.

Until further notice,  Crabbe Huson Contrarian  Income Fund's Class A shares are
available only for additional purchases by existing shareholders.




CH-36/217G-1198                                              November 6, 1998



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