LIBERTY FUNDS TRUST III
497, 1999-07-08
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                        Colonial Strategic Balanced Fund
                            Class A, B, and C Shares

                  Supplement to Prospectus dated March 1, 1999

Effective immediately, Laura A. Ostrander is a co-manager of the Fund.

The sub-caption Portfolio Managers is changed in its entirety as follows:

Carl C.  Ericson,  Senior Vice  President,  Director  and Manager of the Taxable
Fixed Income Group of Colonial,  has  co-managed the Fund since its inception in
1994 and has been employed by Colonial as a portfolio manager since 1985.

Gita Rao, Senior Vice President of Colonial,  has co-managed the Fund since 1997
and has been employed by Colonial as a portfolio  manager  since 1995.  Prior to
joining  Colonial,  Ms. Rao was a global  equity  research  analyst for Fidelity
Management  & Research  Company  from 1994 to 1995 and a Vice  President  in the
domestic equity research group at Kidder, Peabody and Company from 1991 to 1994.

Laura A. Ostrander,  Senior Vice President, of Colonial, has co-managed the Fund
since 1999 and has co-managed various other Colonial funds since December, 1996.
Prior to joining  Colonial,  Ms. Ostrander was a portfolio manager with American
Express Financial Advisers from July, 1994 to November, 1996.

SB-36/395H-0799                                                  July 13, 1999



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