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

                     Supplement to March 1, 2000 Prospectus
                     and Statement of Additional Information
                   (Replacing Supplement dated March 15, 2000)

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

Portfolio  Managers.  On March 15, 2000,  Ophelia Barsketis and Deborah A.
Jansen,  the co-managers of the Fund, became joint employees of Stein Roe &
Farnham Incorporated (Stein Roe), Colonial Management  Associates,  Inc.
(Colonial),  and Newport Fund Management,  Inc. (Newport).  Stein Roe,  the
Fund's  investment  advisor,  and Colonial 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  September,  1993,
co-manager of Stein Roe Global Utilities Fund, Variable Series,  since November,
1997, and co-manager of Colonial Global Equity Fund since March 15, 2000.

Ms.  Jansen is a Senior Vice  President  of Stein Roe,  Colonial  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 April,  1996, co-manager of Stein Roe Global
Utilities Fund,  Variable Series,  since November,  1997, and co-manager of
Colonial Global Equity Fund since March 15, 2000.  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, Stein Roe 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.


733-36/675B-0500



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