LIBERTY FUNDS TRUST III
497, 2000-06-09
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                           Colonial Global Equity Fund

                     Supplement to March 1, 2000 Prospectus
                     and Statement of Additional Information
                    (Replacing Supplement dated March 21, 2000)


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

Your  Expenses.  Footnote 6 on page 4 of the  Prospectus,  regarding the Fund's
management  fee, is revised in its entirety to read as follows:

         (6) The Fund's  advisor  voluntarily  agreed to waive advisory fees and
         reimburse  the Fund for certain  expenses so that the total annual fund
         operating  expenses   (exclusive  of  distribution  and  service  fees,
         brokerage commissions,  interest,  taxes and extraordinary expenses, if
         any) will not exceed 1.40%. As a result,  the actual management fee for
         each share  class would be 0.85% and the total  annual  fund  operating
         expenses  (exclusive  of  distribution  and  service  fees,   brokerage
         commissions,  interest,  taxes and extraordinary  expenses, if any) for
         each of the Class A, B and C shares  would be 1.40%.  This  arrangement
         may be terminated by the advisor at any time.

Portfolio  Managers.  On March 15, 2000,  Ophelia  Barsketis and Deborah A.
Jansen replaced Nicholas Ghajar as co-managers of the Fund.

On that same date, each of the co-managers  became joint employees of Colonial
Management  Associates,  Inc.  (Colonial),  Stein Roe &
Farnham Incorporated (Stein Roe), and Newport Fund Management,  Inc. (Newport).
Colonial, the Fund's investment advisor, and Stein Roe are indirect  wholly
owned  subsidiaries of Liberty  Financial  Companies,  Inc.  (LFC).  Newport,
a federally  registered  investment advisor that specializes in international
investing, is a wholly owned subsidiary of LFC.

Ms.  Barsketis is a Senior Vice  President of both Colonial and Stein Roe, and a
Managing  Director  of  Newport.  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 Fund  since  March  15,  2000,
co-manager  of  Colonial  Global  Utilities  Fund  since  September,  1993,  and
co-manager of Stein Roe Global  Utilities Fund,  Variable Series since November,
1997.

Ms.  Jansen is a Senior Vice  President  of  Colonial,  Stein Roe and  Newport.
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 Fund since March 15, 2000, co-manager of Colonial Global  Utilities Fund
since April,  1996, and co-manager of Stein Roe Global  Utilities Fund,
Variable Series, since  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. On March 15, 2000, Colonial started using Newport's trading
facilities to buy and sell foreign securities for the Fund's portfolio.  Newport
executes all trades under its own procedures.

This Supplement is dated June 5, 2000.

781-36/674B-0500





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