LIBERTY FUNDS TRUST III
497, 1999-09-20
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                           CRABBE HUSON SMALL CAP FUND
                          THE CRABBE HUSON SPECIAL FUND
                        CRABBE HUSON OREGON TAX-FREE FUND
                       CRABBE HUSON CONTRARIAN INCOME FUND
                            CRABBE HUSON EQUITY FUND
                    CRABBE HUSON MANAGED INCOME & EQUITY FUND

                            Supplement to Prospectus
                   (Replacing Supplement dated August 6, 1999)

1.   Until further notice, Class B and Class C shares of Crabbe Huson Small Cap
     Fund and The Crabbe Huson Special Fund are not available for purchases or
     exchanges.

2.   Until further notice, Class C shares of Crabbe Huson Oregon Tax-Free Fund
     are not available for purchases or exchanges.

3.   Peter P. Belton is no longer a co-manager of The Crabbe Huson Special Fund
     and Crabbe Huson Small Cap Fund.

4.   John E. Maack, Jr. is no longer a co-manager of Crabbe Huson Equity Fund
     and Crabbe Huson Managed Income & Equity Fund.

5.   Effective immediately, Class B and Class C shares will be available for
     purchases or exchanges in Crabbe Huson Contrarian Income Fund. In
     connection with the offering of these classes, the following information is
     added to the Crabbe Huson Contrarian Income Fund Prospectus:

     YOUR EXPENSES
     ---------------------------------------------------------------------------
     Expenses are one of several factors to consider before you invest in a
     mutual fund. The tables below describe the fees and expenses you may pay
     when you buy, hold and sell shares of the Fund.

     Shareholder Fees (paid directly from your investment)

     Crabbe Huson Contrarian Income Fund                      Class B   Class C

     Maximum sales charge (load) on purchases (%)
     (as a percentage of the offering price)                   0.00      0.00
     ---------------------------------------------------------------------------
     Maximum deferred sales charge (load) on redemptions (%)
     (as a percentage of the offering price)                   5.00      1.00
     ---------------------------------------------------------------------------
     Redemption fee(1) (%)
     (as a percentage of amount redeemed, if applicable)       None      None

     Annual Fund Operating Expenses (deducted directly from Fund assets)

     Crabbe Huson Contrarian Income Fund                      Class B   Class C

     Management fee(2) (%)                                     0.80      0.80
     ---------------------------------------------------------------------------
     Distribution and service (12b-1) fees (%)                 1.00      1.00(2)
     ---------------------------------------------------------------------------
     Other expenses(2)(3) (%)                                  0.71      0.71
     ---------------------------------------------------------------------------
     Total annual fund operating expenses(2) (%)               2.51      2.51

(1)  There is a $7.50 charge for wiring sale proceeds to your bank.

(2)  Expenses shown are restated to reflect current fees and expenses. The
     Fund's advisor or distributor have agreed to voluntarily waive, until
     further notice, a portion of its advisory fee and Class C distribution and
     service (12b-1) fees and to reimburse the fund for certain expenses. As a
     result, the management fee would be 0.00%, for each share class, the Class
     C share 12b-1 fee would be 0.85%, other expenses would be 0.55% for each
     share class and total annual operating expenses would be 1.55% for Class B
     shares and 1.40% for Class C shares.

(3)  Estimated based on Class A expenses.


<PAGE>


     Example Expenses (your actual costs may be higher or lower)

<TABLE>
<CAPTION>
     Crabbe Huson Contrarian Income Fund    1 Year     3 Years     5 Years     10 Years
     ----------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>         <C>
     Class B: did not sell your shares      $  255      $  783      $1,337      $2,666
              sold all your shares at
              the end of the period         $  755      $1,083      $1,537      $2,666
     ----------------------------------------------------------------------------------
     Class C: did not sell your shares      $  255      $  783      $1,337      $2,850
              sold all your shares at
              the end of the period         $  355      $  783      $1,337      $2,850
</TABLE>

6.    The following information relating to Class B and Class C shares under the
      caption Sales Charges in the Prospectus is restated in its entirety, as
      follows:

      Class B shares Your purchases of Class B shares are at the Fund's net
      asset value (NAV). Class B shares have no front-end sales charge, but they
      do carry a contingent deferred sales charge (CDSC), that is imposed only
      on shares sold prior to the completion of the periods shown in the chart
      below. The CDSC generally declines each year and eventually disappears
      over time. Class B shares automatically convert to Class A shares after
      eight years. Liberty Funds Distributor, Inc. (LFD) pays the financial
      advisor firm an up-front commission of 4.00% on sales of Class B shares.

                                                               % deducted when
      Holding period after purchase                            shares are sold

      Through first year                                             5.00
      --------------------------------------------------------------------
      Through second year                                            4.00
      --------------------------------------------------------------------
      Through third year                                             3.00
      --------------------------------------------------------------------
      Through fourth year                                            3.00
      --------------------------------------------------------------------
      Through fifth year                                             2.00
      --------------------------------------------------------------------
      Longer than six years                                          0.00

      Class C shares Similar to Class B shares, your purchases of Class C shares
      are at the Fund's NAV. Although Class C shares have no front-end sales
      charge, they carry a CDSC of 1% that is applied to shares sold within the
      first year after they are purchased. After holding shares for one year,
      you may sell them at any time without paying a CDSC. LFD pays the
      financial advisor firm an upfront commission of 1.00% on sales of Class C
      shares.


      Years after purchase                  % deducted when shares are sold

      Through first year                                 1.00
      --------------------------------------------------------------------
      Longer than one years                              0.00


7.   The following is added as the third sentence under the caption Distribution
     and Service Fees:

     The Distributor has voluntarily agreed to waive a portion of Contrarian
     Income Fund's Class C share distribution fee so that it does not exceed
     0.60% annually.


                                                              September 15, 1999



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