LIBERTY FUNDS TRUST III
497, 1999-09-10
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                        COLONIAL STRATEGIC BALANCED FUND
                            CLASS A, B, AND C SHARES

                  SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 1999
                    REPLACING SUPPLEMENT DATED JULY 13, 1999

Effective  immediately,  Gita Rao no longer co-manages the Fund.  Nicolas Ghajar
replaces Ms. Rao as a co-manager of the Fund.

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

CARL C. ERICSON, a Senior Vice President and Director and Manager of the Taxable
Fixed Income  Group of Colonial  Management  Associates,  Inc.  (Colonial),  has
co-managed  the Fund  since  its  inception  in 1994 and has  been  employed  by
Colonial as a portfolio manager since 1985.

LAURA A. OSTRANDER, a Senior Vice President of Colonial, has co-managed the Fund
since July, 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.

NICOLAS GHAJAR,  an Assistant Vice  President of Colonial,  has  co-managed  the
Fund since  September,  1999. Mr. Ghajar has either been an associate  portfolio
manager or an equity  analyst of various  other  equity  funds at Colonial since
1992.


SB-36/779H-0999                                           September 14, 1999



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