LIBERTY FUNDS TRUST III
497, 1999-04-21
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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 January 27, 1999)


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.

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


CH-36/053H-0499 (4/99)                                            April 16, 1999


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