LIBERTY FUNDS TRUST III
497, 2000-08-18
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                                THE COLONIAL FUND

                             CLASS A, B AND C SHARES

                  SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 2000

              (REPLACING SUPPLEMENTS DATED MAY 17, 2000, JUNE 23, 2000,
                       AUGUST 1, 2000 and AUGUST 2, 2000)

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

The caption  PERFORMANCE HISTORY is revised to include  Salomon  Brothers Broad
Investment Grade Index (Salomon Index).  The Salomon Index is an unmanaged index
that tracks the performance of corporate,  mortgage,  agency and treasury bonds.
The average annual total return of the Salomon Index is (0.83%), 7.73% and 7.74%
for  the  1-year,   5-year  and  10-year   periods  ended   December  31,  1999,
respectively.

Effective July 14, 2000, John E. Lennon no longer  co-managed the Fund.
Effective August 1, 2000 Peter Wiley no longer  co-managed the Fund and Harvey
Hirschhorn,  Scott  Schermerhorn  and Richard C. Petrino began  co-managing  the
Fund. The current co-managers of the Fund are Messrs. Hirschhorn, Schermerhorn
and Petrino and Leslie W. Finnemore and Ann T. Peterson.

The  sub-caption,  PORTFOLIO MANAGERS,  under the section  MANAGING THE FUND is
changed by  deleting  the second and third  paragraph  and adding the  following
paragraphs:

HARVEY B. HIRSCHHORN, a senior vice president of Colonial Management Associates,
Inc. (Colonial),  has co-managed the Fund since August, 2000. Mr. Hirschhorn has
been affiliated with and has managed various other funds for Stein Roe & Farnham
Incorporated, an affiliate of Colonial, since 1973.

SCOTT SCHERMERHORN,  a senior vice president of Colonial,  has managed the Fund
since August, 2000. Mr. Schermerhorn has managed various other funds at Colonial
since October, 1998. Prior to joining Colonial, Mr. Schermerhorn was the head of
the value team at Federated  Investors from May, 1996 to October,  1998 where he
managed the American Leader Fund,  Federated Stock Trust and Federated Stock and
Bond  Fund  as  well  as  other  institutional  accounts.  Prior  to  1996,  Mr.
Schermerhorn was a member of the growth and income team at J&W Seligman.

RICHARD C. PETRINO,  an assistant  vice  president of Colonial,  has managed the
Fund since August,  2000.  Mr. Petrino has been a research  associate,  research
analyst and an associate manager for other Colonial funds since 1994.

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>

[Sidebar]
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

[End Sidebar]

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 (%)                                     0.53        0.53        0.53
--------------------------------------------------- ----------- ----------- -----------
Distribution and service (12b-1) fees (*) (%)          0.24        0.99        0.99
--------------------------------------------------- ----------- ----------- -----------
Other expenses (%)                                     0.35        0.35        0.35
--------------------------------------------------- ----------- ----------- -----------
Total annual fund operating expenses (%)               1.12        1.87        1.87
</TABLE>

(*)  The annual service fee portion of the 12b-1 fee may equal up to 0.15% on
net assets attributable to shares issued prior to April 1, 1989 and 0.25% on net
assets attributable to shares issued thereafter.  This arrangement results in a
rate of service fee that is a blend between the 0.15% and 0.25% rates.

<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                                   $683        $911       $1,156      $1,860
 --------------------------------------- ---------- ----------- ----------- -----------
 Class B: did not sell your
          shares                           $190        $588       $1,011      $1,995
          sold all your shares at
          the end of the period            $690        $888       $1,211      $1,995
 --------------------------------------- ---------- ----------- ----------- -----------
 Class C: did not sell your
          shares                           $190        $588       $1,011      $2,190
          sold all your shares at
          the end of the period            $290        $588       $1,011      $2,190

</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  fee  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, eliminating the distribution fee upon conversion.  Conversion
may occur three, four or eight years after purchase, depending on the program
you purchased your shares under.  See "Your Account; Sales Charges" for the
conversion schedule applicable to Class B shares.

721-36/618C-0800                                                 August 21, 2000


<PAGE>

                                THE COLONIAL FUND

                                 CLASS Z SHARES

                  SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 2000

           (REPLACING SUPPLEMENTS DATED MAY 17, 2000, JUNE 23, 2000,
                        AUGUST 2, 2000 AND AUGUST 15, 2000)

Effective July 14, 2000, the Fund's name was changed to "The Liberty Fund."

The prospectus is amended to revise the categories of investors who are eligible
to purchase Class Z shares. 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 Funds'
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 Funds  reserve  the right to change  the
investment minimums.

Effective  July 14, 2000,  John E. Lennon no longer  co-managed the Fund.
Effective  August 1, 2000 Peter Wiley no longer  co-managed the Fund and Harvey
Hirschhorn,  Scott  Schermerhorn  and Richard C. Petrino began  co-managing the
Fund.  The current  co-managers  of the Fund are  Messrs.  Hirschhorn,
Schermerhorn  and Petrino and Leslie W. Finnemore and Ann T. Peterson.

The  sub-caption,  PORTFOLIO MANAGERS,  under the section  MANAGING THE FUND is
changed by  deleting  the second and third  paragraph  and adding the  following
paragraphs:

HARVEY B. HIRSCHHORN, a senior vice president of Colonial Management Associates,
Inc. (Colonial),  has co-managed the Fund since August, 2000. Mr. Hirschhorn has
been affiliated with and has managed various other funds for Stein Roe & Farnham
Incorporated, an affiliate of Colonial, since 1973.

SCOTT SCHERMERHORN,  a senior vice president of Colonial,  has managed the Fund
since August, 2000. Mr. Schermerhorn has managed various other funds at Colonial
since October, 1998. Prior to joining Colonial, Mr. Schermerhorn was the head of
the value team at Federated  Investors from May, 1996 to October,  1998 where he
managed the American Leader Fund,  Federated Stock Trust and Federated Stock and
Bond  Fund  as  well  as  other  institutional  accounts.  Prior  to  1996,  Mr.
Schermerhorn was a member of the growth and income team at J&W Seligman.

RICHARD C. PETRINO,  an assistant  vice  president of Colonial,  has managed the
Fund since August,  2000.  Mr. Petrino has been a research  associate,  research
analyst and an associate manager for other Colonial funds since 1994.

<PAGE>

[SIDE BAR]

UNDERSTANDING PERFORMANCE

Calendar year total return show the Fund's Class Z share performance for each of
the last ten complete calendar years. It includes the effects of Fund expenses.

Average  annual total returns are a measure of the Fund's  performance  over the
past one year, five year and ten-year  periods.  It includes the effects of Fund
expenses.

The Fund's  returns are compared to the Russell 1000 Index (Russell  Index),  an
unmanaged index that tracks performance of large capitalization stocks traded on
the New York Stock  Exchange,  the American Stock  Exchange and the NASDAQ.  The
Fund's  return was compared  formerly to the Standard & Poor's  MidCap 400 Index
(S&P   Index),   an   unmanaged   index   that   tracks   the   performance   of
middle-capitalization  U.S.  stocks.  In the past,  the Fund had a medium market
capitalization and used the S&P Index as an appropriate benchmark.  However, the
Fund's   current   market   capitalization   more  closely   resembles  a  large
capitalization  fund.  Therefore,  the Fund is  changing  its  benchmark  to the
Russell Index.  Unlike the Fund, indices are not investments,  do not incur fees
or expenses  and are not  professionally  managed.  It is not possible to invest
directly in indices. The Fund's return is also compared to the average return of
the Salomon Brothers Broad Investment Grade Index (Salomon Index),  an unmanaged
index that tracks the  performance of corporate,  mortgage,  agency and treasury
bonds,  and the Lipper Balanced Funds category  average (Lipper  Average).  This
Lipper Average,  which is calculated by Lipper,  Inc., is composed of funds with
similar  investment  objectives to the Fund.  Sales charges are not reflected in
the Lipper Average.

[END SIDEBAR]

The caption PERFORMANCE HISTORY is revised in its entirety as follows:

PERFORMANCE HISTORY
--------------------------------------------------------------------------------
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 Z shares.  The
performance  table  following the bar chart shows how the Fund's  average annual
returns  for Class Z 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.  Performance  results  include  the effect of  expense  reduction
arrangements,  if any.  As with all  mutual  funds,  past  performance  does not
predict the Fund's future performance.

Calendar Year Total Returns (Class Z) (1)

1990   -7.50%
1991   26.13%
1992   12.96%
1993   14.46%
1994   -2.10%
1995   29.02%
1996   17.16%
1997   26.32%
1998   13.28%
1999   13.72%

For period shown in bar chart:
Best quarter: 2nd quarter 1997, +15.78%
Worst quarter:  3rd quarter 1990, -11.99%


Average Annual Total Returns - for periods ended December 31, 1999

<TABLE>
<CAPTION>


                                              1 Year         5 Years       10 Years
   <S>                                         <C>             <C>            <C>
   Class Z (%)                                 13.72        19.72(1)       13.77(1)
   --------------------------------------- -------------- -------------- -------------
   Russell Index (%)                           20.91           28.04        18.13
   --------------------------------------- -------------- -------------- -------------
   S&P Index (%)                               14.72           23.05        17.32
   --------------------------------------- -------------- -------------- -------------
   Salomon Index (%)                           (0.83)           7.73          7.74
   --------------------------------------- -------------- -------------- -------------
   Lipper Average (%)                          8.98            16.33        12.26

</TABLE>


         (1) Class Z is a newer class of shares.  Its performance
         information includes returns of the Fund's Class A shares (the
         oldest existing fund class) for periods prior to the inception
         of the newer class of shares. Class A share returns are not
         restated to reflect any differences in expenses between Class A
         shares and the newer class of shares.  If differences in expenses
         were reflected, the returns for periods prior to the inception of
         the newer class of shares would be higher, since Class Z shares
         are not subject to sales charges or service fees.  Class A shares
         were initially offered on April 30, 1982, and Class Z shares were
         initially offered on July 31, 1995.


721-36/696C-0800                                                 August 21, 2000



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