LIBERTY FUNDS TRUST III
497, 2001-01-16
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                         Colonial Global Utilities Fund
                         Supplement to Prospectus dated
                   March 1, 2000 (Replacing Supplements dated June, 5, 2000
               June 23, 2000, August 1, 2000 and October 23, 2000)

The Fund's Prospectus is amended as follows

1)       Effective July 14, 2000, the Fund changed its name to "Liberty Newport
         Global Utilities Fund."

2)       Effective  January 1, 2001 Ophelia  Barsketis  and Deborah A. Jansen no
         longer  co-manage the Fund and Charles R. Roberts and Scott
         Schermerhorn began co-managing the Fund. The caption
         "PORTFOLIO MANAGERS" is replaced in its entirety as follows:

         PORTFOLIO MANAGERS
         Charles R. Roberts,  Managing Director of International  Equities,  and
         co-manager for the Fund. Mr. Roberts is also a senior vice president of
         Newport Pacific Management, Inc. (Newport Pacific), Newport's immediate
         parent.  Mr. Roberts has been employed with Newport and Newport Pacific
         since November,  1998. 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 1994.

         Scott  Schermerhorn,  a senior  vice  president  of  Colonial  and is a
         co-manager of the Fund. 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,   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.

3)       Effective  June 5, 2000,  the  following  information  is added to the
         existing  information  under the  caption  "INVESTMENT ADVISORS."

         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.

4)       Effective October 23, 2000, the following caption is replaced 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.



<PAGE>


5)       Effective  August 1, 2000, the footnote to the table "Class A Sales
         Charges" under the caption "Sales  Charges" 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"
         found under the "Sales Charges" section on page 8.

         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.














733-36/449E-0101                                                January 19, 2001





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