Exhibit a3

                              ARTICLES OF AMENDMENT
                                     TO THE
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                           COLUMBIA SPECIAL FUND, INC.

         Pursuant to ORS 60.134, Columbia Special Fund, Inc. (the "Corporation")
hereby adopts an amendment to its Amended and Restated Articles of
Incorporation.

         1. The name of the Corporation is Columbia Special Fund, Inc.

         2. The Corporation's Amended and Restated Articles of Incorporation are
amended to add new Sections E and F to Article III as follows:

         "E. The Board of Directors hereby redesignates 600,000,000 shares of
the authorized but unissued shares of Common Stock as 100,000,000 authorized but
unissued shares of Class A Common Stock, 100,000,000 authorized but unissued
shares of Class B Common Stock, 100,000,000 authorized but unissued shares of
Class D Common Stock, 150,000,000 authorized but unissued shares of Class G
Common Stock and 150,000,000 authorized but unissued shares of Class T Common
Stock.

         F. The shares of Class A Common Stock, Class B Common Stock, Class D
Common Stock, Class G Common Stock and Class T Common Stock classified hereby
shall have the relative rights, preferences, and limitations as set forth
elsewhere in these Articles with respect to Common Stock generally, shall be
subject to the charges and expenses imposed by the Board of Directors pursuant
to a plan adopted under Rule 18f-3 (or successor or similar provision) under the
1940 Act and disclosed in the registration statement of the Corporation on Form
N-1A (or any successor form) filed with the Securities and Exchange Commission,
including the Corporation's prospectus and Statement of Additional Information
as amended from time to time, in effect at the time such shares are issued (the
"Registration Statement"), and shall have the following relative rights,
preferences and limitations:

            (1) At the times determined by the Board of Directors (or with the
authorization of the Board of Directors, the officers of the Corporation) in
accordance with the 1940 Act and as disclosed in the Registration Statement, (i)
shares of Class B Common Stock shall be automatically converted into shares of
Class A Common Stock of the Corporation and (ii) Class G Common Stock of the
Corporation shall be automatically converted into shares of Class T Common Stock
of the Corporation, subject, in each case, to any conditions of conversion
imposed by the Board of Directors (or with the authorization of the Board of
Directors, the officers of the Corporation) and disclosed in the Registration
Statement."

         3. The amendment was adopted by the Board of Directors on July 31,
2002.

         4. Pursuant to ORS 60.434(6) shareholder action was not required.


         DATED: October 30, 2002

                           COLUMBIA SPECIAL FUND, INC.



                              By:   JEFF B. CURTIS
                                    -----------------------
                                    Jeff B. Curtis
                                    President