COLONIAL TRUST III
497, 1999-02-08
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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

                           Supplement to Prospectuses
                 (Replacing Supplement dated December 31, 1998)


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.

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

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




CH-36/528G-0199 (1/99)                                          January 27, 1999
<PAGE>
                    CRABBE HUSON REAL ESTATE INVESTMENT FUND
                  Supplement to the October 19, 1998 Prospectus
                 (Replacing Supplement dated December 31, 1998)

(1)  The Fund's Prospectus is amended as follows to reflect the reduction in the
     maximum Class A initial sales charge from 5.75% to 4.75%:

     (A) The sub-captions "Shareholder Transaction Expenses" and "Example" under
         the caption  Summary of  Expenses  are  revised in their  entirety,  as
         follows:
<TABLE>
<CAPTION>

      Shareholder Transaction Expenses(1)(2)
                                                                                      Class A        Class B         Class C
<S>                                                                                   <C>            <C>              <C>
        Maximum Initial Sales Charge Imposed on a Purchase (as a % of offering        4.75%          0.00%(4)         0.00%(4)
        price)(3)
        Maximum Contingent Deferred Sales Charge (as a % of offering price)(3)        1.00%(5)       5.00%            1.00%
</TABLE>
          (1)  For  accounts  less  than  $1,000  an  annual  fee of $10  may be
               deducted. See "How to Buy Shares."
          (2)  Redemption  proceeds  exceeding  $500 sent via federal funds wire
               will be subject to a $7.50 charge per transaction.
          (3)  Does not apply to reinvested distributions.
          (4)  Because of the distribution fee applicable to Class B and Class C
               shares,  long-term Class B and Class C shareholders  may pay more
               in aggregate  sales charges than the maximum initial sales charge
               permitted by the National Association of Securities Dealers, Inc.
               However,  because Class B shares automatically convert to Class A
               shares after approximately 8 years, this is less likely for Class
               B shares than for a class without a conversion feature.
          (5)  Only with respect to any portion of purchases of $1 million to $5
               million  redeemed within  approximately 18 months after purchase.
               See "How to Buy Shares."

      Example
      The  following  Example  shows the  cumulative  transaction  and operating
      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. This Example uses
      the fees and  expenses  in the table  above  and  gives  effect to the fee
      waiver  described  above.  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:
<TABLE>
<CAPTION>
                       Class A                           Class B                                         Class C
        Period:                                (6)                      (7)                    (6)                     (7)
<S>                      <C>                   <C>                     <C>                     <C>                    <C>
        1 year           $ 62                  $ 73                    $ 23                    $ 33                   $ 23
        3 years            93                   100                      70                      70(8)                  70
        5 years           125                   140                     120                     120                    120
        10 years          218                   240(9)                  240(9)                  258                    258
</TABLE>
          (6)  Assumes redemption at period end.
          (7)  Assumes no redemption.
          (8)  Class C shares do not incur a contingent deferred sales charge on
               redemptions made after one year.
          (9)  Class B shares  automatically  convert to Class A shares after
               approximately 8 years;  therefore,  years 9 and 10 reflect
               Class A share expenses.

<PAGE>

     (B) The Class A initial sales charge table, which appears under the caption
         How to Buy Shares, is revised in its entirety as follows:

     Class A Shares.  The Class A shares  of the Fund are  offered  at net asset
     value plus an initial sales charge as follows:
<TABLE>
<CAPTION>

                                                            Initial Sales Charge
                                          ----------------------------------------------------------
                                                                                     Retained by
                                                                                      Financial
                                                                                       Service
                                                          as % of                    Firm as % of
                                          ----------------------------------------
       Amount Purchased                     Amount Invested      Offering Price     Offering Price
<S>                                          <C>                  <C>                   <C>
       Less than $50,000                     4.99%                4.75%                 4.25%
       $50,000 to less than $100,000         4.71%                4.50%                 4.00%
       $100,000 to less than $250,000        3.63%                3.50%                 3.00%
       $250,000 to less than $500,000        2.56%                2.50%                 2.00%
       $500,000 to less than $1,000,000      2.04%                2.00%                 1.75%
       $1,000,000 or more                    0.00%                0.00%                 0.00%
</TABLE>

(2)  The last sentence  under the  sub-caption  "Class B Shares,"  which appears
     under the caption How to Buy Shares, is revised in its entirety as follows:

     The Distributor pays financial service firms a commission of 5.00% on Class
     B share purchases.


CR-36/533G-0199 (1/99)                                          January 27, 1999


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