LIBERTY FUNDS TRUST III
497, 2000-03-17
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                           Colonial Global Equity Fund

                     Supplement to March 1, 2000 Prospectus
                     and Statement of Additional Information


The Fund's  prospectus  and Statement of Additional  Information  are amended as
follows:

Shareholder Meeting to Consider Management  Agreement.  The Board of Trustees of
Liberty Funds Trust III has called a meeting of the Fund's shareholders for June
1, 2000 to vote on a proposed management agreement with Newport Fund Management,
Inc. (Newport), an affiliate of Colonial Management Associates, Inc. (Colonial),
the Fund's investment advisor. At a February 17, 2000 meeting,  the Fund's Board
of Trustees voted in favor of the proposed management agreement. Accordingly, if
the Fund's shareholders approve the proposed management agreement,  Newport will
replace Colonial as the Fund's  investment  advisor and will provide  investment
management  services to the Fund, for the same investment  management fee and on
substantially  the same terms and conditions as the Fund's  existing  management
agreement  with  Colonial.  Newport  is a wholly  owned  subsidiary  of  Liberty
Financial Companies,  Inc. (LFC), and is located at 580 California Street, Suite
1960, San Francisco,  CA 94104.  Newport is registered as an investment  advisor
under the  Investment  Advisers  Act of 1940 and  specializes  in  international
investing. As of February 29, 2000, Newport managed over $2.6 billion in assets.

Portfolio  Managers.  Effective March 15, 2000, Ophelia Barsketis and Deborah A.
Jansen will replace Nicholas Ghajar as co-managers of the Fund.  Effective March
15,  2000,  each of the  co-managers  will become  joint  employees  of Newport,
Colonial  and Stein Roe & Farnham  Incorporated  (Stein  Roe),  an  affiliate of
Colonial.  Both Colonial and Stein Roe are indirect wholly owned subsidiaries of
LFC.

Ms. Barsketis will be a Managing Director of Newport.  She also is a Senior Vice
President of both Colonial and Stein Roe. Ms. Barsketis joined Stein Roe in 1983
and progressed through a variety of equity analyst positions before assuming her
current  responsibilities as co-manager of the Colonial Global Utilities Fund in
September,  1993, and the Stein Roe Global  Utilities  Fund,  Variable Series in
November, 1997.

Ms.  Jansen  will be a Senior  Vice  President  of  Newport.  She holds the same
position  with both  Colonial and Stein Roe. Ms. Jansen joined Stein Roe in 1987
and served as an associate  economist and senior  economist  before assuming her
current  responsibilities as co-manager of the Colonial Global Utilities Fund in
April,  1996,  and the Stein Roe Global  Utilities  Fund,  Variable  Series,  in
November,  1997. Ms. Jansen left Stein Roe in January,  1995 and returned to her
position as Vice President in March, 1996. For a period of time before returning
to Stein Roe in March, 1996, Ms. Jansen was a Senior Equity Research Analyst for
BancOne Investment Advisers Corporation.

Investment  Advisor.  Effective  March 15,  2000,  Colonial  will use  Newport's
trading  facilities  when buying or selling  foreign  securities  for the Fund's
portfolio. Newport will execute all trades under its own procedures.

This Supplement is dated March 15, 2000.

781-36/829A-0300

                         Colonial Global Utilities Fund

                     Supplement to March 1, 2000 Prospectus
                     and Statement of Additional Information

The Fund's  prospectus  and Statement of Additional  Information  are amended as
follows:

Shareholder Meeting to Consider Management  Agreement.  The Board of Trustees of
Liberty Funds Trust III has called a meeting of the Fund's shareholders for June
1, 2000 to vote on a proposed management agreement with Newport Fund Management,
Inc.  (Newport),  an affiliate of Stein Roe & Farnham  Incorporated (Stein Roe),
the Fund's investment advisor. At a February 17, 1999 meeting,  the Fund's Board
of Trustees voted in favor of the proposed management agreement. Accordingly, if
the Fund's shareholders approve the proposed management agreement,  Newport will
replace Stein Roe as the Fund's investment  advisor and will provide  investment
management  services to the Fund, for the same investment  management fee and on
substantially  the same terms and conditions as the Fund's  existing  management
agreement  with  Stein  Roe.  Newport is a wholly  owned  subsidiary  of Liberty
Financial  Companies,  Inc. (LFC) and is located at 580 California Street, Suite
1960, San Francisco,  CA 94104.  Newport is registered as an investment  advisor
under the  Investment  Advisers  Act of 1940 and  specializes  in  international
investing. As of February 29, 2000, Newport managed over $2.6 billion in assets.

Portfolio  Managers.  Effective  March 15, 2000,  Ophelia  Barsketis and Deborah
A. Jansen,  the  co-managers of the Fund,  will become joint employees of
Newport,  Stein Roe and Colonial Management  Associates,  Inc. (Colonial). Both
Colonial and Stein Roe are indirect wholly owned subsidiaries of LFC.

Ms. Barsketis will be a Managing Director of Newport.  She also is a Senior Vice
President of both Colonial and Stein Roe. Ms. Barsketis joined Stein Roe in 1983
and progressed through a variety of equity analyst positions before assuming her
current  responsibilities as co-manager of the Colonial Global Utilities Fund in
September,  1993, and the Stein Roe Global  Utilities  Fund,  Variable Series in
November, 1997.

Ms.  Jansen  will be a Senior  Vice  President  of  Newport.  She holds the same
position  with both  Colonial and Stein Roe. Ms. Jansen joined Stein Roe in 1987
and served as an associate  economist and senior  economist  before assuming her
current  responsibilities as co-manager of the Colonial Global Utilities Fund in
April,  1996,  and the Stein  Roe  Global  Utilities  Fund,  Variable  Series in
November,  1997. Ms. Jansen left Stein Roe in January,  1995 and returned to her
position as Vice President in March, 1996. For a period of time before returning
to Stein Roe in March, 1996, Ms. Jansen was a Senior Equity Research Analyst for
BancOne Investment Advisers Corporation.

Investment  Advisor.  Effective  March 15,  2000,  Stein Roe will use  Newport's
trading  facilities  when buying or selling  foreign  securities  for the Fund's
portfolio. Newport will execute all trades under its own procedures.

This Supplement is dated March 15, 2000.


733-36/830A-0300


                      Colonial International Horizons Fund

                     Supplement to March 1, 2000 Prospectus
                     and Statement of Additional Information

The Fund's  prospectus  and Statement of Additional  Information  are amended as
follows:

Shareholder Meeting to Consider Management  Agreement.  The Board of Trustees of
Liberty Funds Trust III has called a meeting of the Fund's shareholders for June
1, 2000 to vote on a proposed management agreement with Newport Fund Management,
Inc. (Newport), an affiliate of Colonial Management Associates, Inc. (Colonial),
the Fund's investment advisor. At a February 17, 2000 meeting,  the Fund's Board
of Trustees voted in favor of the proposed management agreement. Accordingly, if
the Fund's shareholders approve the proposed management agreement,  Newport will
replace Colonial as the Fund's  investment  advisor and will provide  investment
management  services to the Fund, for the same investment  management fee and on
substantially  the same terms and conditions as the Fund's  existing  management
agreement  with  Colonial.  Newport  is a wholly  owned  subsidiary  of  Liberty
Financial Companies,  Inc. (LFC), and is located at 580 California Street, Suite
1960, San Francisco,  CA 94104.  Newport is registered as an investment  advisor
under the  Investment  Advisers  Act of 1940 and  specializes  in  international
investing. As of February 29, 2000, Newport managed over $2.6 billion in assets.

Portfolio Managers.  Effective March 15, 2000, Charles R. Roberts, Michael Ellis
and Deborah F. Snee will replace  Nicholas  Ghajar as  co-managers  of the Fund.
Effective March 15, 2000, each of the co-managers will become joint employees of
Newport, Colonial and Stein Roe & Farnham Incorporated (Stein Roe), an affiliate
of Colonial.  Both Colonial and Stein Roe are indirect wholly owned subsidiaries
of LFC.

Mr. Roberts is a Managing  Director of Newport.  Mr. Roberts is also a Managing
Director of Newport Pacific  Management,  Inc. (Newport Pacific),  Newport's
immediate  parent.  Mr.  Roberts will be a Senior Vice  President of both
Colonial and Stein Roe. Mr. Roberts has been  employed  with  Newport and
Newport  Pacific  since  November,  1998,  where he has managed  other funds or
accounts on behalf of Newport and Newport  Pacific.  Prior to joining  Newport
and Newport  Pacific,  he managed  the  European  component  of  institutional
international  equity accounts at Progress Investment  Management  (Progress)
since 1997. Prior to joining Progress in 1997, he managed the European
component of institutional  international  equity accounts and was a member of
the investment policy committee at Sit/Kim International since prior to 1994.

Mr. Ellis is a Senior Vice  President of both Newport and Newport  Pacific.  Mr.
Ellis will hold the same  position  with  Colonial and Stein Roe. Prior to
joining Newport and Newport Pacific in December,  1996, he was a Vice President
at Matthews  International  Capital Management since September, 1991.

Ms. Snee is a Vice  President and Europe  analyst at Newport.  She also will be
an analyst at Colonial and Stein Roe.  Prior to working at Newport, Ms. Snee
spent five years at Sit/Kim as an emerging markets analyst.

Investment  Advisor.  Effective  March 15,  2000,  Colonial  will use  Newport's
trading  facilities  when buying or selling  foreign  securities  for the Fund's
portfolio. Newport will execute all trades under its own procedures.

This Supplement is dated March 15, 2000.

782-36/831A-0300



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