LIBERTY FUNDS TRUST III
497, 2000-06-09
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                      Colonial International Horizons 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:

Pursuant to the Board of Trustees' approval, the Fund has changed its investment
goals and  investment  strategy.  The section  "Investment  Goals" and the first
sentence of the first paragraph under "Primary Investment  Strategies" on page 2
of the Prospectus are amended as follows,  and the section "Inflation  Sensitive
Companies"  on page 2 of the  Prospectus is deleted in its entirety and replaced
with the section "Growth Companies" below:

Investment Goal
--------------------------------------------------------------------------------
The Fund seeks long-term growth.


Primary Investment Strategies
--------------------------------------------------------------------------------
Under  normal  market  conditions,  the Fund  invests  at least 65% of its total
assets in the  equity  securities  of growth  companies  located  outside of the
United States.


Growth Companies
--------------------------------------------------------------------------------
In  selecting  stocks for the Fund,  the advisor  will  choose  stocks of growth
companies with long-term,  above average growth potential.  These companies will
be found in market segments that are driving  economic  growth.  Stock selection
will target companies with proven  management,  predictable growth rates and low
levels of debt.

The Prospectus also is amended as follows:

Portfolio  Managers.  On March 15, 2000, Charles R. Roberts,  Michael Ellis and
Deborah F. Snee 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.

Mr.  Roberts is a Senior Vice  President  of both  Colonial and Stein Roe, and a
Managing Director of both Newport and Newport Pacific Management,  Inc. (Newport
Pacific), Newport's immediate parent. Mr. Roberts has been employed with Newport
and  Newport  Pacific  since  November,  1998,  where he manages  other funds or
accounts on behalf of Newport and Newport Pacific.  Prior to joining Newport and
Newport   Pacific,   he  managed  the  European   component   of   institutional
international equity accounts at Progress Investment Management (Progress) since
1997.  Prior to joining  Progress in 1997, he managed the European  component of
institutional  international  equity accounts and was a member of the investment
policy committee at Sit/Kim International since prior to 1994.

Mr.  Ellis is a Senior Vice  President  of  Colonial,  Stein Roe,  Newport and
Newport  Pacific.  Prior to joining  Newport and Newport Pacific in December,
1996, he was a Vice President at Matthews International Capital Management
since September, 1991.

Ms. Snee is an analyst at Colonial  and Stein Roe, and a Vice  President
and Europe  analyst at Newport.  Prior to working at Newport,
Ms. Snee spent five years at Sit/Kim as an emerging markets analyst.

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.


782-36/676B-0500



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