LIBERTY FUNDS TRUST III
497, 2000-08-23
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                           COLONIAL SELECT VALUE FUND
                             Class A, B and C Shares
                   Supplement to Prospectus  dated March 1, 2000
                    (Replacing Supplements dated June 23, 2000,
                      August 1, 2000 and August 2, 2000)


Effective  July 14,  2000,  the Fund  changed its name to "Liberty  Select Value
Fund."

Effective  August 1, 2000,  James P. Haynie and Michael Rega no longer co-manage
the Fund and Daniel K. Cantor and Jeffrey Kinzel began co-managing the Fund.

The  sub-caption,  Portfolio  Managers,  under the section  Managing the Fund is
changed in its entirety as follows:

Daniel K. Cantor,  a senior vice  president of Colonial  Management  Associates,
Inc.  (Colonial),  has been co-manager of the Fund since August, 2000. He joined
Stein Roe & Farnham Incorporated, an affiliate of Colonial, in 1985 as an equity
analyst and served as an advisor to Stein Roe Private  Capital  Management  from
1992 to 1995.

Jeffrey  Kinzel,  a senior vice  president of Colonial,  has co-managed the Fund
since August,  2000. He joined Stein Roe, an affiliate of Colonial,  in 1991 and
has served as a senior equity analyst and core portfolio team member in addition
to his portfolio management responsibilities.

Effective  August 1, 2000,  the Class A contingent  deferred sales charge (CDSC)
and the commission schedule on purchases over $1 million changed as follows:

The footnote to the table "Class A Sales  Charges" under the  sub-caption  SALES
CHARGES under the section YOUR ACCOUNT is revised as follows:

Class A shares bought without an initial sales charge in accounts aggregating $1
million to $25 million at the time of  purchase  are subject to a 1% CDSC if the
shares are sold  within 18 months of the time of  purchase.  Subsequent  Class A
purchases  that bring your account  value above $1 million are subject to a CDSC
if redeemed within 18 months of the date of purchase. The 18 month period begins
on the first day of the month following each purchase.  The contingent  deferred
sales charge does not apply to retirement  plans  purchased  through a fee-based
program.

The following  replaces the table called  "Purchases  Over $1 Million" under the
sub-caption SALES CHARGES under the section YOUR ACCOUNT:

Amount purchased                        Commission %

First $3 million                            1.00
$3 million to less than $5 million          0.80
$5 million to less than $25 million         0.50
$25 million or more                         0.25*

* Paid over 12 months but only to the extent the shares remain outstanding.

For Class A share purchases by participants  in certain group  retirement  plans
offered through a fee-based program,  financial advisors receive a 1% commission
from the distributor on all purchases of less than $3 million.

<PAGE>

--------------------------------------------------------------------------------
UNDERSTANDING EXPENSES
Sales Charges are paid directly by shareholders to Liberty Funds Distributor,
Inc., the Fund's distributor.

Annual Fund Operating Expenses are deducted from the Fund.  They include
management fees, 12b-1 fees and administrative costs including pricing and
custody services.

Example Expenses help you compare the cost of investing in the Fund to the
cost of investing in other mutual funds.  It uses the following hypothetical
conditions:

- $10,000 initial investment
- 5% total return for each year
- Fund operating expenses remain the same
- Assumes reinvestment of all dividends and distributions
- Assumes Class B shares convert to Class A shares after eight years
--------------------------------------------------------------------------------

The Annual Fund Operating  Expenses  table and the Example  Expenses table under
the section YOUR EXPENSES are revised in their entirety as follows:

<TABLE>
<CAPTION>

  Annual Fund Operating Expenses (deducted directly from Fund assets)

                                                     Class A     Class B     Class C
   <S>                                               <C>         <C>        <C>
   Management fee (%)                                  0.70        0.70       0.70
   ------------------------------------------------ ----------- ----------- ----------
   ------------------------------------------------ ----------- ----------- ----------
   Distribution and service (12b-1) fees (*) (%)       0.24        0.99       0.99
   ------------------------------------------------ ----------- ----------- ----------
   ------------------------------------------------ ----------- ----------- ----------
   Other expenses (%)                                  0.38        0.38       0.38
   ------------------------------------------------ ----------- ----------- ----------
   Total annual fund operating expenses (%)            1.32        2.07       2.07
</TABLE>

<TABLE>
<CAPTION>
  Example Expenses (your actual costs may be higher or lower)

   Class                                  1 Year     3 Years     5 Years     10 Years
   <S>                                    <C>         <C>         <C>         <C>
   Class A                                 $702        $969       $1,257      $2,074
   ------------------------------------- ---------- ----------- ----------- -----------
   Class B:          did not sell your
   shares                                  $210        $649       $1,114      $2,208
            sold all your shares at
            the end of the period          $710        $949       $1,314      $2,208
   ------------------------------------- ---------- ----------- ----------- -----------
   Class C:          did not sell your
   shares                                  $210        $649       $1,114      $2,400
            sold all your shares at
            the end of the period          $310        $649       $1,114      $2,420

</TABLE>


The section DISTRIBUTION AND SERVICE FEES is revised in its entirety as follows:


Distribution and Service Fees
--------------------------------------------------------------------------------
The Fund has adopted a plan under Rule 12b-1 that  permits it to pay the Fund's
Distributor,  marketing and other fees to support the sale and  distribution  of
Class A, B and C shares and certain  services  provided to you by your financial
advisor.  The annual service fee is calculated by adding (1) 0.15% on net assets
attributable to shares issued prior to April 1, 1989 and (2) 0.25% on net assets
attributable to shares issued thereafter.  This arrangement results in a rate of
service  fees  payable by the Fund that is a blend  between  the 0.15% and 0.25%
rates.  For the fiscal year ended October 31, 1999, the service fee was 0.24% of
the Fund's average net assets. The annual distribution fee may equal up to 0.75%
for each of Class B and Class C shares.  Distribution  and service fees are paid
out of the assets of these classes.  Over time, these fees may reduce the return
on your  investment  and may cost  you more  than  paying  other  types of sales
charges.  Class B shares automatically convert to Class A shares after a certain
number of years,  depending  on the program  you  purchased  your shares  under,
eliminating the distribution fee upon conversion.


719-36/495C-0800                                                August 21, 2000

<PAGE>
                           COLONIAL SELECT VALUE FUND

                                 Class Z Shares
                  Supplement to Prospectus dated March 1, 2000
                   (Replacing Supplements dated June 23, 2000,
                       August 2, 2000 and August 15, 2000)

Effective  July 14,  2000,  the Fund  changed its name to "Liberty  Select Value
Fund."

Effective  August 1, 2000,  James P. Haynie and Michael Rega no longer co-manage
the Fund and Daniel K. Cantor and Jeffrey Kinzel began co-managing the Fund.

The  sub-caption,  Portfolio  Managers,  under the section  Managing the Fund is
changed in its entirety as follows:

Daniel K. Cantor,  a senior vice  president of Colonial  Management  Associates,
Inc.  (Colonial),  has been co-manager of the Fund since August, 2000. He joined
Stein Roe & Farnham Incorporated, an affiliate of Colonial, in 1985 as an equity
analyst and served as an advisor to Stein Roe Private  Capital  Management  from
1992 to 1995.


Jeffrey  Kinzel,  a senior vice  president of Colonial,  has co-managed the Fund
since August,  2000. He joined Stein Roe, an affiliate of Colonial,  in 1991 and
has served as a senior equity analyst and core portfolio team member in addition
to his portfolio management responsibilities.

The  categories  of investors  who are  eligible to purchase  Class Z shares are
revised as follows:

The following investors are now eligible to purchase Class Z shares: (i) clients
of  broker-dealers  or registered  investment  advisors that both  recommend the
purchase of Fund  shares and charge  such  clients an  asset-based  fee;  (ii) a
retirement  plan (or the custodian for such plan) with  aggregate plan assets of
at least $5 million at the time of purchase and which purchases  shares directly
from Liberty Funds Distributor,  Inc., the Fund's distributor or through a third
party  broker-dealer;  (iii)  any  insurance  company,  trust  company  or  bank
purchasing shares for its own account; (iv) any endowment, investment company or
foundation; and (v) clients of investment advisory affiliates of the distributor
provided that the clients meet certain  criteria  established by the distributor
and its affiliates. Initial purchases of Class Z shares are subject to a minimum
purchase amount of $100,000, except that purchases by retirement plans described
in clause (ii) above are not subject to any initial investment minimum. The Fund
reserves the right to change the investment minimums.

719/36/695C-0800                                                 August 21, 200


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