LIBERTY FUNDS TRUST III
497, 2000-11-08
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November 9, 2000


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:        Liberty Funds Trust III
           Liberty Contrarian Small Cap Fund
           Liberty Special Fund
           Liberty Contrarian Equity Fund
           Liberty Contrarian Balanced Fund
           Liberty Contrarian Income Fund ( the "Funds")
           File Nos. 811-881 & 2-15184
           ---------------------------

Dear Sir or Madam:

Pursuant to the  requirements of Rule 497(e),  submitted for filing via EDGAR is
the form of Prospectus  Supplement dated November 7, 2000, which will be used in
connection  with the  public  offering  and sale of  shares  of the  Fund.  This
supplement replaces supplements dated May 5, 2000, June 23,2000, August 1, 2000,
and October 23, 2000. Please be advised that the Fund's Prospectus, Statement of
Additional  Information  and Annual  Report  (each of which was filed via EDGAR)
have not been revised since the date of the last filing.


Sincerely,

LIBERTY FUNDS TRUST III



By:/s/Tracy DiRienzo
   Tracy DiRienzo
   Assistant Secretary

Enclosures


cc        Rebecca Kelley (E&Y)
          John Crabbe
          John Johnson
          John Maack Jr.
          Robert Anton
          Garth Nisbet
          Paul Rocheleau
          Deborah Young (2)
          Blue Sky






                           CRABBE HUSON SMALL CAP FUND
                          THE CRABBE HUSON SPECIAL FUND
                            CRABBE HUSON EQUITY FUND
                    CRABBE HUSON MANAGED INCOME & EQUITY FUND
                       CRABBE HUSON CONTRARIAN INCOME FUND
                            Class A, B, and C Shares

                  Supplement to Prospectus dated March 1, 2000
            (Replacing Supplements dated May 5, 2000, June 23, 2000,
                      August 1, 2000 and October 23, 2000)

Effective  July 14, 2000 Crabbe Huson Small Cap Fund changed its name to Liberty
Contrarian Small Cap Fund; Crabbe Huson Special Fund changed its name to Liberty
Special  Fund;  Crabbe Huson Equity Fund changed its name to Liberty  Contrarian
Equity  Fund;  Crabbe  Huson  Managed  Income & Equity Fund  changed its name to
Liberty Contrarian Balanced Fund; and Crabbe Huson Contrarian Income Fund change
its name to Liberty Contrarian Income Fund.


Performance history (CRABBE HUSON SPECIAL FUND)
--------------------------------------------------------------------------------
The  bar  chart  below  shows  the  Fund's  performance  from  year  to  year by
illustrating the Fund's  calendar-year total returns for its Class A shares. The
performance  table  following the bar chart shows how the Fund's  average annual
returns for Class A, compare with those of a broad measure of market performance
for 1 year, 5 years and 10 years.  As of December 31, 1999 no Class B or Class C
shares  had been  issued,  however  they would  have had  substantially  similar
returns to those of Class A. The chart and table are intended to illustrate some
of the risks of  investing  in the Fund by  showing  the  changes  in the Fund's
performance.   All  returns   include  the   reinvestment   of   dividends   and
distributions.  Performance  results  include  the effect of  expense  reduction
arrangements,  if any.  If  these  arrangements  were  not in  place,  then  the
performance  results would have been lower. Any expense  reduction  arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.





For period shown in bar chart:

Best quarter:  2nd quarter 1999, +29.61%

Worst quarter:  3rd quarter 1998, -33.61%


<TABLE>
<S>                                     <C>         <C>           <C>        <C>


                                    Inception
                                      Date        1 Year      5 Years     10 Years
   Class A (%)                       4/9/87        1.92        -5.32        6.37
   ------------------------------- ------------ ------------ ----------- ------------
   ------------------------------- ------------ ------------ ----------- ------------
   Russell Index (%)                   N/A         21.26       13.08        13.40
   ------------------------------- ------------ ------------ ----------- ------------
   Lipper Average (%)                  N/A         39.35       23.31        16.04

</TABLE>

<PAGE>


Performance history (crabbe huson equity fund)
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year  returns for its Class A shares. The
performance  table  following the bar chart shows how the Fund's  average annual
returns  for Class A, B and C compare  with  those of a broad  measure of market
performance  for 1 year, 5 years and 10 years.  The chart and table are intended
to illustrate  some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions.  Performance  results  include  the effect of  expense  reduction
arrangements.  If these  arrangements  were not in place,  then the  performance
results  would  have been  lower.  Any  expense  reduction  arrangements  may be
discontinued at any time. As with all mutual funds,  past  performance  does not
predict the Fund's future performance.





For period shown in bar chart:

Best quarter:  1st quarter 1991, +18.98%

Worst quarter:  3rd quarter 1998, -19.93%


<TABLE>
 <S>                                  <C>              <C>
                                  1 Year             5 Years        10 Years
   Class A (%)                      4.09              10.54          12.58
   ------------------------- ------------------ -------------------------------
   Class B (%)                      4.53(10)          11.41(10)       13.15(10)
   ------------------------- ------------------ ------------------------------
   Class C (%)                      8.53(10)          11.67(10)       13.15(10)
   ------------------------- ------------------ ------------------------------
   S&P 500 Index (%)               21.03              16.53              18.19
   ------------------------- ------------------ ------------------------------
   ------------------------- ------------------ ------------------------------
   Lipper Average (%)              29.32              25.05              16.53

</TABLE>

<PAGE>


Performance history (CRABBE HUSON BALANCED FUND)
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns for its Class A shares.  The
performance  table  following the bar chart shows how the Fund's  average annual
returns  for Class A, B and C compare  with  those of a broad  measure of market
performance  for 1 year, 5 years and 10 years.  The chart and table are intended
to illustrate  some of the risks of investing in the Fund by showing the changes
in the Fund's performance. All returns include the reinvestment of dividends and
distributions.  Performance  results  include  the effect of  expense  reduction
arrangements,  if any.  If  these  arrangements  were  not in  place,  then  the
performance  results would have been lower. Any expense  reduction  arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance.





For period shown in bar chart:

Best quarter:  2nd quarter 1997, +11.85%

Worst quarter:  3rd quarter 1998, -10.21%

<TABLE>
 <S>                              <C>              <C>           <C>


                                1 Year             5 Years           10 Years
Class A (%)                     1.12               9.09               9.35
-------------------------- ------------------ ------------------ ---------------
-------------------------- ------------------ ------------------ ---------------
Class B (%)                 0.58(15)               9.73(15)           9.80(15)
-------------------------- ------------------ ------------------ ---------------
-------------------------- ------------------ ------------------ ---------------
Class C (%)                 4.45(15)              10.00(15)           9.80(15)
-------------------------- ------------------ ------------------ ---------------
-------------------------- ------------------ ------------------ ---------------
Lehman Index (%)               -2.15               7.61               7.65
-------------------------- ------------------ ------------------ ---------------
-------------------------- ------------------ ------------------ ---------------
S&P Index (%)                  21.03              28.54              18.19
-------------------------- ------------------ ------------------ ---------------
Lipper Average (%)             12.53              16.84              12.27

</TABLE>

<PAGE>


Performance history (crabbe huson contrarian income fund)
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year  returns for its Class A shares. The
performance  table  following the bar chart shows how the Fund's  average annual
returns for Class A, B, and C shares  compare  with those of a broad  measure of
market  performance  for 1 year,  5 years and 10 years.  The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's  performance.  All  returns  include the  reinvestment  of
dividends and  distributions.  If these arrangements were not in place, then the
performance  results would have been lower.  Any reduction  arrangements  may be
discontinued at any time. As with all mutual funds,  past  performance  does not
predict the Fund's future performance. Performance results include the effect of
expense reduction arrangements, if any.





For period shown in bar chart:

Best quarter:  4th quarter 1991, + 6.09%

Worst quarter:  1st quarter 1996, -2.73%

<TABLE>
 <S>                                           <C>              <C>         <C>


                                               1 Year       5 Years    10 Years
 Class A (%)                                     -5.40         6.69      6.35
 ------------------------------------------- ------------ ---------------------
 Class B (%)                                     -5.52(20)     7.40(20) .85(20)
 ------------------------------------------- ------------ ------------- -------
 Class C (%)                                     -1.72(20)     7.41(20) .86(20)
 ------------------------------------------- ------------ ------------- -------
 Lehman Index (%)                                -2.15         7.61        7.65
 ------------------------------------------- ------------ ------------- --------
 Lipper Average (%)                              -2.59         6.89        7.29

</TABLE>

<PAGE>


Under the  section  "Sales  Charges"  the first Class B sales  charges  table is
replaced in its entirety by the following two tables:

Purchases of less than $250,000:




                                                          % deducted when
Holding period after purchase                             shares are sold
Through first year                                             5.00
-------------------------------------------- -----------------------------------
-------------------------------------------- -----------------------------------
Through second year                                            4.00
-------------------------------------------- -----------------------------------
Through third year                                             3.00
-------------------------------------------- -----------------------------------
Through fourth year                                            3.00
-------------------------------------------- -----------------------------------
Through fifth year                                             2.00
-------------------------------------------- -----------------------------------
Through sixth year                                             1.00
-------------------------------------------- -----------------------------------
Longer than six years                                          0.00

Commission to financial advisors is 5.00%
Automatic conversion to Class A shares is eight years after purchase.

Purchases of less than $250,000:



                                                          % deducted when
Holding period after purchase                             shares are sold
Through first year                                             5.00
-------------------------------------------- -----------------------------------
-------------------------------------------- -----------------------------------
Through second year                                            4.00
-------------------------------------------- -----------------------------------
Through third year                                             3.00
-------------------------------------------- -----------------------------------
Through fourth year                                            3.00
-------------------------------------------- -----------------------------------
Through fifth year                                             2.00
-------------------------------------------- -----------------------------------
Through sixth year                                             1.00
-------------------------------------------- -----------------------------------
Longer than six years                                          0.00

Commission to financial advisors is 4.00%
Automatic  conversion  to Class A shares  is eight  years  after  purchase.  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.

Under the section  "Sales  Charges"  the second Class B sales  charges  table is
revised in its entirety as follows:

Purchases of $250,000 to less than $500,000:




                                                          % deducted when
Holding period after purchase                             shares are sold
Through first year                                             3.00
-------------------------------------------- -----------------------------------
-------------------------------------------- -----------------------------------
Through second year                                            2.00
-------------------------------------------- -----------------------------------
-------------------------------------------- -----------------------------------
Through third year                                             1.00
-------------------------------------------- -----------------------------------
Longer than four years                                         0.00

Commission to financial advisors is 2.50%.
Automatic conversion to Class A shares is eight years after purchase.

Effective  October 23, 2000,  the Fund's  prospectus  was amended to replace the
caption How To Exchange Shares in its entirety as follows:

How to Exchange Shares
You may exchange  your shares for shares of the same share class of another fund
distributed by Liberty Funds Distributor,  Inc. at net asset value. Shareholders
of Liberty  Acorn  funds that  qualify to  purchase  Class A shares at net asset
value may  exchange  their  Class A shares  for Class Z shares of  another  fund
distributed by Liberty Funds Distributor,  Inc. (see the Statement of Additional
Information for a description of these  situations).  If your shares are subject
to a CDSC, you will not be charged a CDSC upon the exchange.  However,  when you
sell the shares acquired through the exchange, the shares sold may be subject to
a CDSC,  depending upon when you originally  purchased the shares you exchanged.
For  purposes  of  computing  the CDSC,  the  length of time you have owned your
shares  will be  computed  from  the  date of your  original  purchase,  and the
applicable  CDSC will be the CDSC of the original  fund.  Unless your account is
part  of a  tax-deferred  retirement  plan,  an  exchange  is a  taxable  event.
Therefore,  you may  realize  a gain or a loss  for tax  purposes.  The Fund may
terminate your exchange  privilege if the advisor  determines that your exchange
activity  is likely to  adversely  impact its  ability  to manage  the Fund.  To
exchange by telephone, call 1-800-422-3737.



G-36/979C-0900                                                November 7, 2000




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