MFS SERIES TRUST III
N-30D, 1995-03-28
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<PAGE>
[Logo]                                                         Annual Report for
THE FIRST NAME IN MUTUAL FUNDS                                        Year Ended
                                                                January 31, 1995

MFS(R) MUNICIPAL HIGH INCOME FUND

Front Cover: A 6 1/4" by 8 1/4" photo of a highway

<PAGE>
<TABLE>
MFS(R)  MUNICIPAL  HIGH  INCOME  FUND
<CAPTION>
<S>                                                           <C>
TRUSTEES                                                      CUSTODIAN
A. Keith Brodkin<F1> - Chairman and President                 State Street Bank and Trust Company

Richard B. Bailey<F1> - Private Investor;                     AUDITORS
Former Chairman and Director (until 1991),                    Ernst & Young LLP
Massachusetts Financial Services Company
                                                              INVESTOR  INFORMATION
Peter G. Harwood - Former Financial Vice                      For MFS stock and bond market outlooks,
President, Treasurer and Director (until 1988),               call toll-free: 1-800-637-4458 anytime from
Loomis, Sayles & Co., Inc.                                    a touch-tone telephone.

J. Atwood Ives - Chairman and Chief Executive                 For information on MFS mutual funds
Officer, Eastern Enterprises                                  call your financial adviser or, for an
                                                              information kit, call toll-free:
Lawrence T. Perera - Partner, Hemenway & Barnes               1-800-637-2929 any business day from
                                                              9 a.m. to 5 p.m. Eastern time (or, leave
William J. Poorvu - Adjunct Professor, Harvard                a message anytime).
University Graduate School of Business
Administration                                                INVESTOR  SERVICE
                                                              MFS Service Center, Inc.
Charles W. Schmidt - Private Investor;                        P.O. Box 2281
Former Senior Vice President and Group Executive              Boston, MA 02107-9906
(until 1990), Raytheon Company
                                                              For current account service, call toll free:
Arnold D. Scott<F1> - Senior Executive Vice President,        1-800-225-2606 any business day from
Massachusetts Financial Services Company                      8 a.m. to 8 p.m. Eastern time.

Jeffrey L. Shames<F1> - President and Chief Equity            For service to speech- or hearing-impaired,
Officer, Massachusetts Financial Services Company             call toll free: 1-800-637-6576 any business
                                                              day from 9 a.m. to 5 p.m. Eastern time.
Elaine R. Smith  - Independent Consultant
                                                              For share prices, account balances and
David B. Stone - Chairman, North American                     exchanges, call toll free: 1-800-MFS-TALK
Management Corp. (Investment Advisers)                        (1-800-637-8255) anytime from a touch-tone
                                                              telephone.
INVESTMENT  ADVISER
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116-3741
                                                              TOP-RATED SERVICE
PORTFOLIO  MANAGER                                            (NO. 1)   MFS was rated first when
Cynthia M. Brown<F1>                                          securities firms evaluated the
                                                              quality of service they receive
TREASURER                                                     from 40 mutual fund companies.
W. Thomas London<F1>                                          MFS got high marks for answering
                                                              calls quickly, processing transactions
ASSISTANT  TREASURER                                          accurately and sending statements
James O. Yost<F1>                                             out on time.
                                                              
SECRETARY                                                     (Source: 1994 DALBAR survey)
Stephen E. Cavan<F1>

ASSISTANT  SECRETARY
James R. Bordewick, Jr.<F1>
                                                              Cover photo: Through their wide range of
                                                              investments, MFS mutual funds help you
                                                              share in America's growth.
<FN>
<F1> Affiliated with the Investment Adviser
</TABLE>
<PAGE>
LETTER  TO  SHAREHOLDERS

Dear Shareholders:
During  the fiscal  year  ended  January  31,  1995,  Class A shares of the Fund
provided a total  return of -1.04%,  while Class B shares had a total  return of
- -2.13%.  Both of these figures  assume the  reinvestment  of  distributions  but
exclude  the  effects of any sales  charges.  The Fund's  performance  over this
period was quite favorable  relative to the -3.56% return of the Lehman Brothers
Municipal  Bond Index.  However,  it is  important to note that the Lehman Index
represents an unmanaged index of  investment-grade  municipal bonds rated Baa or
higher, while the Fund invests primarily in lower-quality municipal issues which
are rated Baa or below,  or are  unrated.  A  discussion  of the Fund's  results
relative  to the  Lehman  Index may be found in the  Portfolio  Performance  and
Strategy section below.

Economic Outlook
The economic expansion,  entering its fifth year, gained firmer underpinnings in
1994 as employers significantly stepped up hiring levels.  Increased employment,
stronger capital spending by businesses,  and strengthening  overseas  economies
resulted in 4% real (adjusted for inflation)  gross domestic product growth last
year.  Interest rates rose  substantially  over the past year, which should help
restrain,  but not curtail, the economic expansion.  Based on improving economic
fundamentals both here and abroad, we expect the business  expansion to continue
well into 1995.

Interest Rates
Despite a  stronger  economy,  inflation  at the  consumer  level  has  remained
relatively benign at 2.7% in 1994, the fourth straight year of 3.0% or less. Due
to a  prolonged  period of  below-trend-line  growth and  continued  pressure on
corporations  to emphasize  effective cost controls,  wage growth and unit labor
costs have remained subdued.  However,  as the economy has exhibited  continuing
strength,  various  industrial  commodity prices have been rising  substantially
faster  than  consumer  prices.  Nevertheless,  businesses  have had  difficulty
passing these price increases on to the consumer. With the economy continuing to
expand,  we expect some upward movement in inflation from below 3% to the 3 1/2%
range.  The Federal  Reserve Board has shown a willingness  to raise  short-term
rates to slow the economy to dampen inflationary  pressures.  Most recently,  it
raised the federal  funds rate 50 basis points  (0.50%)  after a 75  basis-point
(0.75%) increase in November.  We expect the Federal Reserve to raise short-term
rates again in the coming months if it believes its current  efforts have failed
to dampen  inflationary  expectations.  Although  we  believe  fundamentals  are
favorable for lower  long-term  rates sometime in 1995, this may not occur until
the Federal Reserve feels that its policy toward slowing the economic  expansion
has been successful.  Thus, we believe that long-term yields may move moderately
higher in the near term.

Municipal Bond Market
The municipal bond market ended the calendar year on an unsettling  note because
of the bankruptcy  filing of Orange County,  California and the uncertain effect
this  will  have on other  tax-exempt  bonds.  Although  the Fund had no  direct
exposure to Orange County  itself,  1.5% of total Fund assets is invested in two
issues of the San  Joaquin  Transportation  Corridor  Agency.  This  Agency  has
invested  one-half  of its  construction  funds  and  all  of  its  construction
contingency  funds  with the  County.  It is now up to the  bankruptcy  court to
determine the plan of disbursement of funds held within the County's  investment
pool.  We will  closely  monitor  this  situation  but, at this time,  we do not
believe it will adversely impact the Fund.

<PAGE>
LETTER  TO  SHAREHOLDERS  - continued
    The supply of municipal bonds in 1994 decreased 44% from the record-breaking
issuance in 1993,  and is not  expected to increase in 1995.  Selling  pressures
which  plagued  municipal  bond  performance  during  the  year as a  result  of
market-related  and  tax-related  transactions  are expected to abate. So far in
1995, the supply picture has not improved.  Issuance during the month of January
was 40% of that in  January  of 1994.  The  anti-big  government,  tax-  cutting
sentiment,  which played an important  role in the  November  elections,  should
hamper growth in municipal  capital  spending in the near term. This shortage of
supply,  combined  with the  anticipated  return to bond funds of retail  buyers
unable to purchase  individual  bonds,  in our opinion  bodes well for municipal
bond funds during the year ahead.

Portfolio Performance and Strategy
The Fund's  outperformance  relative to the Lehman  Index during the fiscal year
ended January 31, 1995 can be attributed to its high concentration of bonds with
higher-than-market  stated coupons, which are associated with lower-rated bonds.
Generally, these securities are less price sensitive in a volatile interest rate
environment  and provide  less price  fluctuation  during  these  periods.  This
portfolio  structure  is  consistent  with the Fund's  investment  objective  of
providing  a  high  level  of  current   tax-exempt   income  through  generally
lower-rated  or unrated  securities.  Based on our outlook for interest rates in
1995,  capital  appreciation  in the Fund over the  coming  year is likely to be
minimal,  and  interest  income  should make up a  significant  component of the
Fund's total return.

    Our efforts  remain  focused on research  and  preservation  of high current
tax-exempt  income. We continue to closely monitor our holdings and seek out new
opportunities for investment.  This past year has seen credit concerns regarding
Orange County and the much anticipated  opening of the new Denver  International
Airport,  as well as a plethora of financings for de-inked paper  facilities and
co-generation power plants. Diversification of credit risk and liquidity factors
remain important components of the Fund's overall strategy.

    We  appreciate  your  support and welcome any  questions or comments you may
have.

Respectfully,

A 1 1/2" by 1 5/8" photo of A. Kieth Brodkin, Chairman and President

A 1 1/2" by 1 5/8" photo of Cynthia M. Brown, Portfolio Manager.

A. Keith Brodkin                Cynthia M. Brown
Chairman and President          Portfolio Manager

February 28, 1995



<PAGE>
PORTFOLIO  MANAGER  PROFILE
Cynthia Brown began her career at MFS in 1986 in the Fixed Income Department.  A
graduate  of  Boston  University,  she was  named  Investment  Officer  in 1986,
Assistant  Vice  President  in 1987,  Vice  President  in 1989 and  Senior  Vice
President in 1994. In addition to managing MFS Municipal  High Income Fund,  she
oversees  MFS(R)  Municipal  Income  Trust.  Ms. Brown is a member of the Boston
Municipal Analysts Group.

OBJECTIVE  AND  POLICY
The Fund's  investment  objective is to provide high current  income exempt from
federal income taxes.

The Fund's  investment  policy is to invest  primarily in debt  securities,  the
interest on which is exempt from federal income tax. Generally, these securities
are in the medium- and lower-rated categories or are unrated. The Fund may enter
into  futures  contracts  and options on futures  contracts  to protect  against
anticipated  changes in  interest  rates.  The Fund may also enter into  options
transactions and purchase securities on a "when-issued" basis.

TAX  FORM  SUMMARY
In January  1995,  shareholders  were mailed a Tax Form  Summary  reporting  the
federal tax status of all distributions  paid during the calendar year 1994. For
the year ended January 31, 1995, the  distributions  from  investment  income of
Class A and Class B shares were $0.67 and $0.57, respectively.

For federal  income tax purposes,  100% of the total  dividends paid by the Fund
from net investment  income during the year ended January 31, 1995 is designated
as an exempt-interest dividend.

PERFORMANCE
The information on the following page illustrates the historical  performance of
MFS Municipal  High Income Fund Class A shares in  comparison to various  market
indicators.  Class A share  results  reflect the  deduction of the 4.75% maximum
sales charge; benchmark comparisons are unmanaged and do not reflect any fees or
expenses. You cannot invest in an index. All results reflect the reinvestment of
all dividends and capital gains.

Please note that  effective  September  7, 1993,  Class B shares  were  offered.
Information on Class B share performance appears on the next page.

<PAGE>
GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT (For the 5-Year Period Ended January
31, 1995)

- --------------------------------------------------------------------------------

Line graph representing the growth of a $10,000 investment for the 5-year period
ended  January  31,  1995.  The graph is scaled from $8,000 to $18,000 in $2,000
segments. The years are marked from 1990 to 1995. There are three lines drawn to
scale.  One is a solid line  representing  MFS Municipal High Income Fund (Class
A), a second line of short dashes represents the Lehman Brothers  Municipal Bond
Index, and a third line of long dashes represents the Consumer Price Index.

    MFS Municipal High Income Fund (Class A)                       $12,958
    Lehman Brothers Municipal Bond Index                           $14,407
    Consumer Price Index                                           $11,797

- --------------------------------------------------------------------------------

GROWTH OF A  HYPOTHETICAL  $10,000  INVESTMENT  (For the  10-Year  Period  Ended
January 31, 1995)

- --------------------------------------------------------------------------------

Line graph  representing  the  growth of a $10,000  investment  for the  10-year
period  ended  January 31,  1995.  The graph is scaled from $5,000 to $30,000 in
$5,000  segments.  The years are marked from 1985 to 1995. There are three lines
drawn to scale. One is a solid line  representing MFS Municipal High Income Fund
(Class  A), a  second  line of  short  dashes  represents  the  Lehman  Brothers
Municipal  Bond Index,  and a third line of long dashes  represents the Consumer
Price Index.

    MFS Municipal High Income Fund (Class A)                       $20,127
    Lehman Brothers Municipal Bond Index                           $24,050
    Consumer Price Index                                           $14,244

- --------------------------------------------------------------------------------

AVERAGE  ANNUAL  TOTAL  RETURNS

                                   1 Year   3 Years   5 Years       10 Years
- ------------------------------------------------------------------------------
MFS Municipal High Income Fund
(Class A) including 4.75%
sales charge                       -5.76%    +3.92%    +5.32%         +7.25%
- ------------------------------------------------------------------------------
MFS Municipal High Income Fund
(Class A) at net asset value       -1.04%    +5.62%    +6.35%         +7.77%
- ------------------------------------------------------------------------------
MFS Municipal High Income Fund
(Class B) with CDSC+               -5.79%      --        --           -2.83%*
- ------------------------------------------------------------------------------
MFS Municipal High Income Fund
(Class B) without CDSC             -2.13%      --        --           -0.20%*
- ------------------------------------------------------------------------------
Lehman Brothers Municipal Bond
Index                              -3.56%    +5.94%    +7.58%         +9.17%
- ------------------------------------------------------------------------------
Consumer Price Index(S)            +2.80%    +2.86%    +3.36%         +3.60%
- ------------------------------------------------------------------------------
All of the above results are historical and, therefore, are not an indication of
future  results.  The  principal  value and income  return of an investment in a
mutual  fund will vary with  changes  in market  conditions,  and  shares,  when
redeemed, may be worth more or less than their original cost.

*   For the  period  from  the  commencement  of  offering  of  Class B  shares,
    September 7, 1993 to January 31, 1995.
+   These returns reflect the current maximum Class B contingent  deferred sales
    charge (CDSC) of 4%.
(S) The Consumer Price Index is a popular measure of change in prices.
<PAGE>
PORTFOLIO  OF  INVESTMENTS - January 31, 1995
Municipal Bonds - 100.1%
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Student Loan Revenue - 2.1%
  Arizona Student Loan Acquisition
    Authority, 7.25s, 2010                             $ 2,970   $  2,959,367
  Arizona Student Loan Acquisition
    Authority, 7.625s, 2010                              4,610      4,874,522
  Nebraska Higher Education Loan Rev., 6.45s, 2018      11,000     10,316,460
  Pennsylvania Higher Education Assistance
    Agency, AMBAC, RIBS, 7.316s, 2022                    2,700      2,229,471
                                                                -------------
                                                                 $ 20,379,820
- -----------------------------------------------------------------------------
General Obligations - 2.0%
  City of Markham, Cook County, IL, 9s, 2012           $ 2,700   $  2,825,766
  New Lenox Illinois Community, 8.25s, 2014              4,205      4,095,123
  New York City, NY, 6.875s, 2003                        1,000      1,018,060
  New York City, NY, 7.1s, 2011                          1,000        991,190
  New York City, NY, 6.5s, 2012                          3,000      2,772,390
  New York City, NY, 7s, 2022                            1,700      1,771,434
  State of California, 0s, 2009                          5,800      2,267,452
  Virgin Islands Public Financing
    Authority, 7.25s, 2018                               2,000      2,013,760
  West Warwick, RI, 6.8s, 1998                             655        653,965
  West Warwick, RI, 7s, 2002                               210        209,101
  West Warwick, RI, 7.3s, 2008                             200        201,438
  West Warwick, RI, 7.45s, 2013                            570        548,289
                                                                -------------
                                                                 $ 19,367,968
- -----------------------------------------------------------------------------
State and Local Appropriations - 1.8%
  District of Columbia, Certificates of
    Participation, 7.3s, 2013                          $ 2,500   $  2,313,675
  San Bernardino, CA, Certificates of
    Participation (Short Rites), MBIA, 8.66s, 2016       5,000      4,253,100
  South Tucson, AZ, Municipal Property
    Corp., 8.75s, 2010                                     865        923,041
  State of California Public Works, 5.625s, 2018         5,000      4,278,800
  Troy, NY, Certificates of Participation,
    Recreational Facilities Rev., 9.75s, 2010            2,805      2,929,318
  Williamsburg County, SC, School District,
    Public Facilities Rev., 7.5s, 1995                      60         59,866
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 1996                                              65         64,382
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 1997                                              70         68,852
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 1998                                              75         73,293
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 1999                                              80         77,649
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2000                                              85         82,070
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2001                                              95         91,281
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2002                                             115        110,001
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2003                                             130        123,831
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2004                                             150        142,331
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
State and Local Appropriations - continued
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2005                                         $   165   $    156,006
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2010                                             235        212,456
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2011                                             250        225,298
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2013                                             290        259,869
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2015                                             335        298,753
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2016                                             360        320,364
  Williamsburg County, SC, School District,
    Public Facilities Rev.,
    7.5s, 2017                                             390        346,382
                                                                -------------
                                                                 $ 17,410,618
- -----------------------------------------------------------------------------
Refunded and Special Obligations - 12.1%
  Austin, TX, Combined Utilities System
    Rev., 10.25s, 2012                                 $ 2,681   $  2,844,943
  Austin, TX, Combined Utilities System
    Rev., 10.75s, 2015                                   1,780      2,197,784
  Daphne, AL, Special Care Facilities
    Financing Authority, First Mortgage
    Rev., 0s, 2028                                       4,500      1,914,120
  Daphne, AL, Special Care Facilities
    Financing Authority, Second
    Mortgage Rev., 0s, 2028                             89,975     38,524,596
  Daphne, AL, Special Care Facilities
    Financing Authority,   Subordinated
    Note, 0s, 2018                                      48,475      5,769,495
  Davenport, IA, Health Facilities Rev.
    (Ridgecrest Retirement Village),
    12.75s, 2005                                         5,000      5,219,550
  Dayton, OH, Special Facilities Rev.
    (Emery Air Freight), "A",
    12.5s, 2009                                            950      1,085,004
  Highland Park, MI, Hospital Finance
    Authority, 12.75s, 2011                              3,885      4,016,507
  Maine Health & Higher Education
    Facilities Authority (St. Mary's
    General Hospital), 8.625s, 2022                      5,140      5,823,414
  Massachusetts Industrial Finance Agency
    (Evanswood Bethzatha Corp.), 9s, 2020                1,300      1,306,474
  Mesa County, CO, Residual Rev., 0s, 2012              25,125      6,760,133
  Mississippi Hospital Equipment &
    Facilities Authority Rev.
    (Rush Medical Center), 8.75s, 2016                   2,800      3,000,256
  New York Local Government Assistance
    Corp., 7s, 2021                                        800        875,472
  South Carolina Public Service Authority,
    7.1s, 2021                                           2,000      2,198,780
  Spirit Lake, IA, Industrial Development
    Rev. (Crystal Tips, Inc.),
    0s, 2016                                             3,284      4,149,826
  Texas Turnpike Authority (Houston Ship
    Channel Bridge), 0s, 2020                           21,090     27,319,775
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Refunded and Special Obligations - continued
  Washington Public Power Supply System,
    Project #1, 14.375s, 2001                          $ 1,000   $  1,357,050
  Washington Public Power Supply System,
    Project #1, 15s, 2017                                1,830      2,121,611
  Washington Public Power Supply System,
    Project #3, 15s, 2018                                1,350      1,565,122
                                                                -------------
                                                                 $118,049,912
- -----------------------------------------------------------------------------
Single Family Housing Revenue - 10.5%
  Alaska Housing Finance Corp., 6.5s, 2034             $ 1,900   $  1,773,137
  Arkansas Housing Development Agency
    Residential Mortgage Rev.,
    0s, 2015                                            14,000      1,560,300
  Berkeley, Brookes, & Fayette Counties,
    WV, 0s, 2016                                        22,285      2,213,346
  California Housing Finance Authority,
    7.4s, 2026#                                         17,240     17,948,737
  Chicago, IL, Single Family Residence, 0s,
    2017                                                23,135      1,958,378
  Colorado Housing Finance Authority, 8s,
    2016                                                 3,000      3,048,720
  Cook County, IL, Single Family Housing,
    0s, 2015                                             7,245        784,416
  Corpus Christi, TX, Housing Finance
    Corp., 0s, 2011                                      3,395        700,355
  Delaware State Housing Authority, 6.75s,
    2024                                                 3,220      3,135,346
  Denver, CO, City & County Rev., 0s, 2015               2,665        242,515
  East Baton Rouge, LA, 0s, 2010                        29,500      5,520,925
  El Paso, TX, Housing Finance Corp.,
    8.75s, 2011                                          1,085      1,173,135
  Florida Housing Finance Agency, 0s, 2012               1,025        177,991
  Florida Housing Finance Agency, 0s, 2016              10,800      1,303,344
  Harris County, TX, Housing Finance Corp.,
    9.875s, 2014                                         1,005        991,412
  Jefferson County, CO, 8.875s, 2013                       605        647,810
  Jefferson County, TX, Health Facilities
    Rev., 0s, 2015                                       6,560        732,293
  Maine Housing Authority, Mortgage
    Purchase, 8.2s, 2019                                 1,820      1,844,861
  Maine Housing Authority, Mortgage
    Purchase, 6.35s, 2022                                   75         69,211
  Maine Housing Authority, Mortgage
    Purchase, 8.2s, 2022                                 5,980      6,061,687
  Mississippi Home Corp., 9.25s, 2012                      335        360,239
  Nebraska Investment Finance Authority,
    0s, 2016                                             8,570        709,168
  Nevada Housing Division, 0s, 2015                      7,536        995,933
  New Castle County, DE, 0s, 2016                        2,255        253,146
  New Hampshire Housing Finance Authority,
    0s, 2011                                             2,140        384,087
  New Hampshire Housing Finance Authority,
    8.5s, 2014                                           4,005      4,174,492
  New Mexico Mortgage Finance Authority,
    12s, 2011                                               80         80,803
  New Mexico Mortgage Finance Authority,
    6.9s, 2024                                           3,750      3,753,113
  North Dakota Housing Finance Agency,
    8.3s, 2012                                             550        570,356
  North Dakota Housing Finance Agency,
    6.8s, 2023                                             955        953,778
  Ohio Housing Finance Agency, GNMA, RIBS,
    9.223s, 2031                                         1,850      1,901,745
  Reno County, KS, Mortgage Rev., 0s, 2014              11,900      1,307,572
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Single Family Housing Revenue - continued
  Rhode Island Housing & Mortgage Finance
    Corp., 8.4s, 2021                                  $ 6,100   $  6,298,799
  State of Texas, 7s, 2025                               4,150      4,172,202
  Tennessee Housing Development Agency,
    Homeownership Program,
    8.125s, 2021                                         4,295      4,429,219
  Texas Housing Agency, 8.2s, 2016                       1,125      1,169,708
  Texas Housing Agency, Residential
    Mortgage Rev., 8.4s, 2020                            2,115      2,213,517
  Utah Housing Finance Agency, 10.75s, 2008                 25         25,574
  Utah Housing Finance Agency, 0s, 2016                 29,695      3,367,426
  Vermont Housing Finance Agency, Home
    Mortgage Purchase, "B",
    8.1s, 2022                                           1,735      1,798,727
  Virginia Housing & Development Authority,
    7.125s, 2022                                         9,505      9,659,646
  Wisconsin Housing & Economic Development
    Authority, Home
    Ownership Rev., 0s, 2016                             2,535        307,901
  Wisconsin Housing & Economic Development
    Authority, Home
    Ownership Rev., 9.581s, 2022                         1,800      1,850,724
                                                                -------------
                                                                 $102,625,794
- -----------------------------------------------------------------------------
Multi-Family Housing Revenue - 3.4%
  Alexandria, VA, Redevelopment & Housing
    Authority (Jefferson Village
    Apartments), 9s, 2018                              $ 2,000   $  2,036,460
  Broward County, FL, Housing Finance
    Authority (Deerfield
    Beach Apartments), 13s, 2000*                        3,438      2,406,637
  Dallas, TX, Housing Finance Corp., 8.5s,
    2011                                                 3,450      3,499,991
  Escondido, CA, Community Development
    Authority (Las Villas
    del Norte), 8.875s, 2005                             1,860      1,798,639
  Fairfax County, VA, Redevelopment &
    Housing Authority
    (Little River Glen), 8.95s, 2020                     2,060      2,097,410
  Florida Housing Finance Agency (Mutual
    Benefit Life), 7s, 2004                                720        612,000
  Florida Housing Finance Agency (South
    Lake Apartments), 8.7s, 2021                         3,500      3,467,940
  Indianapolis, IN, Economic Development
    Authority
    (Buckingham/Balmoral), 10.5s,
    2015*+                                               4,385      1,315,500
  Maplewood Terrace, RI, Housing
    Development Corp., 6.9s, 2025                        4,040      4,029,819
  Massachusetts Housing Finance Agency,
    8.5s, 2020                                              15         15,296
  Memphis, TN, Health, Education & Housing
    Facilities Board
    (Wesley Highland Terrace), 12.75s,
    2015+                                                6,300      5,355,000
  Montgomery, PA, Redevelopment Authority
    (KBF Associates),
    6.5s, 2025                                           7,750      6,942,063
                                                                -------------
                                                                 $ 33,576,755
- -----------------------------------------------------------------------------
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Insured Health Care Revenue - 1.9%
  Clermont County, OH, Hospital Facilities
    Rev. (Mercy Health System),   AMBAC,
    MVRIC, 9.031s, 2021                                $ 1,300   $  1,360,372
  Desert Hospital District, CA, Hospital
    Rev. (Desert Hospital),  CG, COP,
    MVRIC, 8.859s, 2020                                  4,000      3,949,120
  North Central Texas, Health Facilities
    Development Corp.  (Presbyterian
    Hospital), MBIA, RITES, 9.72s, 2021                  4,000      4,030,000
  Quincy, MA, Rev. (Quincy Hospital), 6.12s, 2011        5,000      3,890,300
  Salt Lake City, UT, Hospital Rev. (Intermountain
    Health Care),  AMBAC, INFLO, 10.632s, 2020           1,250      1,300,200
  State of Montana Health Facilities
    Authority, 9.042s, 2016                              4,000      4,042,600
                                                                -------------
                                                                 $ 18,572,592
- -----------------------------------------------------------------------------
Health Care Revenue - 16.1%
  Arkansas Development Finance Authority,
    Economic Development Rev. (Southwest
    Homes), 10.8s, 2018                                $   985   $  1,041,303
  Bell County, TX, Health Facilities Authority
   (Kings Daughters Hospital), 9.25s, 2008               1,305      1,427,539
  Berlin, MD, Hospital Rev. (Atlantic
    General Hospital), 8.375s, 2022                      1,390      1,419,121
  Brentwood, TN, Industrial Development
    Board, 8.5s, 1995+                                      50         25,000
  Brentwood, TN, Industrial Development
    Board, 9s, 1997+                                        15          7,500
  Brentwood, TN, Industrial Development
    Board, 10s, 2001+                                    1,650        825,000
  Brevard County, FL, Health Facilities
    Authority (Beverly Enterprises), 10s, 2010           1,405      1,550,656
  Cambria County, PA, Industrial Development
    Authority (Beverly Enterprises), 10s, 2012           1,260      1,469,853
  Chester County, PA, Industrial
    Development Authority (RHA/PA
    Nursing Home, Inc.),  10.125s, 2019                  2,000      2,013,100
  Colorado Health Facilities Authority Rev.
    (Gericare, Inc./Denver), 10.5s, 2019+                5,000      4,500,000
  Colorado Health Facilities Authority Rev.
    (Rocky Mountain Adventist), 6.625s, 2013             2,500      2,256,825
  Connecticut Development Authority
    (Greenwich Woods), 12.5s, 2015                       2,000      2,086,020
  Connecticut Development Authority
    (Waterbury Health), 13.5s, 2014                      2,765      2,862,687
  Connecticut Health & Educational
    Facilities (Johnson Evergreen Corp.), 8.5s, 2014     1,350      1,379,444
  Daphne, AL, Special Care Facilities Financing
    Authority (Westminster Village), 8.25s, 2026*       12,500      9,000,000
  District of Columbia, Hospital Rev.
    (Hospital for Sick Children), 8.875s, 2021             980      1,032,783
  District of Columbia, Hospital Rev.
    (Washington Hospital), 7.125s, 2019                  1,750      1,670,568
  Doylestown, PA, Hospital Authority
    (Doylestown Hospital), 7.2s, 2023                    2,200      1,990,010
  Fairfax, Fauquier & Loudoun Counties, VA,
    Health Center Commission,   Nursing
    Home Rev., 9s, 2020                                  1,930      1,948,142
  Fulton County, GA, Residential Care
    Facilities, Elderly Authority Rev.
    (Lenbrook Square Foundation), 9.75s, 2017            3,580      3,681,350
  Grand Junction, CO, Hospital Rev.
    (Lincoln Park Osteopathic Hospital),
    6.9s, 2019                                           2,900      2,523,348
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Health Care Revenue - continued
  Guntersville, AL, Medical Clinic Board
    Rev. (Barfield Health Care), 12s, 2010             $ 1,000   $  1,000,130
  Hannibal, MO, Industrial Development
    Authority (Hannibal Regional Health
    Care System, Inc.), 9.5s, 2022                       3,000      3,405,870
  Hobbs, NM, Health Facilities Rev.
    (Nemecal Associates), 9.5s, 2014                     1,790      1,853,294
  Hopewell County, VA, Hospital Authority
    (John Randolph Hospital), 8.85s, 2013                  975        979,046
  Illinois Health Facilities Rev. (Memorial
    Hospital), 7.25s, 2022                               1,500      1,382,820
  Jacksonville, FL, Health Facilities
    Authority (National Benevolent), 7s, 2022            1,000        940,390
  Jacksonville, FL, Industrial Development
    Rev. (Beverly Enterprises), 9.75s, 2011              1,015      1,114,287
  Jefferson County, KY, Health Facilities
    Rev. (Beverly Enterprises), 10.125s, 2008            2,350      2,577,621
  Kansas City, MO, Industrial Development
    Authority, Retirement Facilities, 9s, 2013           5,450      5,606,688
  Lee County, FL, Industrial Development
    Authority (Beverly Enterprises), 10s, 2010             955      1,059,429
  Lexington-Fayette Counties, KY, Health Care
    Facilities Rev. (Sayre Christian Village),
    10s, 2012                                              980        996,983
  Louisiana Public Facilities Authority
    (Southwest Medical Center), 11s, 2006                1,597        975,150
  Luzerne County, PA, Industrial Development
     Authority (Beverly Enterprises),  10.125s, 2008     1,375      1,517,546
  Martin County, FL, Industrial Development
    Authority (Beverly Enterprises), 9.8s, 2010          2,950      3,247,449
  Massachusetts Health & Education
    Facilities Authority (Fairview
    Extended Care  Facility), 10.25s, 2021               3,000      3,240,150
  Massachusetts Industrial Finance Agency,
    Health Care Rev.  (Evanswood Bethzatha
    Corp.), "B", 9s, 2020                                  860        864,283
  Massachusetts Industrial Finance Agency
    (Martha's Vineyard Long-Term Care), 9.25s, 2022      3,410      3,296,583
  Meridian, MI, Economic Development Corp.
    (Burcham Hills), 9.625s, 2019                        2,410      2,518,016
  Michigan Strategic Fund Ltd. Obligation
    Rev. (River Valley Recovery
    Center), 12.875s, 2015+                              1,042      1,138,285
  Montgomery County, OH, Hospital Rev.
    (Kettering Convalescent Center), 10s, 2020           5,200      5,278,000
  Montgomery County, PA, Higher Education &
    Health Authority Rev.  (AHF/Montgomery,
    Inc.), 10.5s, 2020                                   2,500      2,538,375
  Nebraska Investment Finance Authority
    (Centennial Park), 10.5s, 2016                       2,200      2,283,336
  New Hampshire Industrial Development
    Authority (Tall Pines), 11.25s, 2016                 2,400      2,639,568
  New Jersey Economic Development Authority
    (Burnt Tavern Convalescent Center), 9s, 2013         1,700      1,716,847
  New Jersey Economic Development Authority
    (Courthouse Convalescent Center), 8.7s, 2014         1,350      1,349,230
  New Jersey Economic Development Authority
    (Dover), 13.375s, 2014+                              1,835        917,500
  New Jersey Economic Development Authority (Geriatric
    & Medical Services), 9.625s, 2004                      540        567,319
  New Jersey Economic Development Authority
    (Geriatric & Medical
    Services), 9.625s, 2022                              1,350      1,421,199
  New Jersey Economic Development Authority
    (Gerimed Care Inn), 10.5s, 2020                      3,000      3,231,780
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Health Care Revenue - continued
  New Jersey Economic Development Authority
    (Greenwood Health Care), 9.75s, 2011               $ 3,215   $  3,126,105
  New Jersey Economic Development Authority
    (Wanaque Convalescent Center), 8.5s, 2009              700        675,787
  New Jersey Economic Development Authority
    (Wanaque Convalescent Center), 8.6s, 2011            1,000        963,560
  North Carolina Medical Care Commission,
    Hospital Rev. (Valdese General  Hospital),
    8.75s, 2016                                          2,000      2,038,280
  North Central Texas, Health Facilities
    Development Corp. (Baylor University
    Medical Center), INFLO, 8.66s, 2016                  4,300      4,481,546
  Okaloosa County, FL, Retirement Rental
    Housing Rev. (Beverly Enterprises),
    10.75s, 2003                                         3,045      3,328,733
  Osceola County, FL, Industrial
    Development Rev. (Community Provider),
    7.75s, 2017                                          2,700      2,566,566
  Owensboro, KY (Children's Regional
    Hospital), 13s, 2010                                 3,480      3,602,392
  Portsmouth, VA, Industrial Development
    Authority (Beverly
    Enterprises), 10s, 2011                              2,145      2,385,605
  Prince William County, VA, Industrial
    Development Authority, Residential Care
    (Westminster at Lake Ridge), 10s, 2022               3,500      3,685,675
  Rochester, MN (Mayo Foundation/Mayo
    Medical Foundation), FIRS, 8.07s, 2021               2,000      1,973,320
  Santa Fe, NM, Industrial Development Rev.
    (Casa Real Nursing Home), 9.75s, 2013                1,920      1,960,992
  Seminole County, FL, Industrial
    Development Authority (Friendly
    Village   of Florida), 10s, 2011                       905        941,508
  St. Charles County, MO, Industrial
    Development Authority (Garden
    View Care  Center), 10s, 2016                        1,815      1,841,263
  St. Petersburg, FL, Health Facilities
    Rev. (Swanholm Nursing), 10s, 2022                   1,630      1,708,599
  Suffolk County, NY, Industrial
    Development Agency (A Planned
    Program  for Life Enrichment, Inc.), 9.75s, 2015     3,840      3,648,000
  Tyler, TX, Health Facilities Development
    Corp. (Park Place), 12.5s, 2018++                    4,905      5,094,284
  Vincennes, IN, Economic Development
    Authority (Lodge of the
    Wabash), 12.5s, 2015                                 1,130      1,107,400
  Waterford Township, MI, Economic
    Development Rev. (Canterbury
    Health Care), 8.375s, 2023                           3,100      3,144,454
  Westerville, OH, Industrial Development
    Rev. (Health Care Corp.), 10s, 2008                    555        566,810
  Westside Habilitation Center,
    Cheneyville, LA, 8.375s, 2013                        2,800      2,607,052
  Wilkins Area, PA, Industrial Development
    Authority (Beverly Enterprises), 10s, 2011           1,175      1,307,893
                                                                -------------
                                                                 $157,123,247
- -----------------------------------------------------------------------------
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Electric and Gas Utility Revenue - 10.8%
  Beaver County, PA, Industrial Development
    Authority (Toledo Edison), 12.25s, 2015            $ 5,610   $  5,863,628
  Brazos River Authority, TX, Pollution
    Control Rev. (Texas Utilities
    Electric Co.), 8.25s, 2016                           3,500      3,662,680
  Claiborne County, MS, Pollution Control
    Rev. (Middle South Energy, Inc.), 9.5s,
    2016                                                 2,350      2,505,875
  Clark County, NV (Nevada Power), FGIC,
    6.7s, 2022                                           4,000      4,002,680
  Georgia Municipal Electric Authority,
    Power Rev., 8.426s, 2022                             9,900      8,851,887
  Intermountain Power, GA, 0s, 2017                      5,000      1,057,450
  Lake Charles, LA, Port Facilities Rev.
    (Truckline LNG), 7.75s, 2022                         3,500      3,610,600
  Los Angeles, CA, Department of Water,
    Electric Plant Rev., 5.375s, 2023                    3,000      2,493,090
  Midland Michigan Environmental
    Development Authority, Pollution
    Control Rev. (Midland Cogeneration),
    9.5s, 2009                                           3,000      3,156,330
  Montana Board of Investment Resources
    Recovery Rev. (Yellowstone
    Energy), 7s, 2019                                    6,500      5,850,065
  New Jersey Economic Development Authority
    (Vineland Cogeneration), 7.875s, 2019                3,000      3,046,140
  New York Energy Research & Development
    Authority, 7.15s, 2020                              13,000     11,964,940
  New York Energy Research & Development
    Authority, 7.5s, 2026                                4,750      4,926,462
  Palm Beach County, FL, Solid Waste
    Development, 6.95s, 2022                             6,650      6,090,802
  Pennsylvania Economic Development,
    Fingauth Research Recovery,
    6.6s, 2019                                          16,950     14,949,392
  Pittsylvania County, VA, Industrial
    Development Authority,
    7.55s, 2019**                                       10,000      9,747,100
  Southern California Public Power
    Authority, Transmission Project,  RIBS,
    8.012s, 2012                                         1,350      1,266,678
  Swanton Village, VT, Electric System
    Rev., 6.7s, 2023                                     1,750      1,695,943
  Washington Public Power Supply System,
    Project #1, 7.57s, 2012                              5,000      3,604,050
  West Feliciana Parish, LA, Pollution
    Control Rev. (Gulf States
    Utilities Co.), 9s, 2015                             2,500      2,745,325
  West Feliciana Parish, LA, Pollution
    Control Rev. (Gulf States
    Utilities Co.), 8s, 2024                             4,000      4,157,160
                                                                -------------
                                                                 $105,248,277
- -----------------------------------------------------------------------------
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Turnpike Revenue - 3.0%
  Florida Mid-Bay Bridge Authority Rev.,
    "B", 8.5s, 2022                                    $ 2,500   $  2,687,875
  Massachusetts Industrial Finance Agency,
    Tunnel Rev.   (Massachusetts
    Turnpike), 9s, 2020                                 11,295     11,983,882
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll  Road Rev., 0s,
    2001                                                 9,100      5,491,395
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll   Road Rev., 0s,
    2005                                                 1,500        630,960
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll   Road Rev., 0s,
    2007                                                 4,000      1,412,560
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll   Road Rev., 0s,
    2008                                                 5,400      1,747,170
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll   Road Rev., 0s,
    2011                                                13,400      3,258,478
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll  Road Rev., 0s,
    2026                                                 5,765        488,468
  San Joaquin Hills, CA, Transportation
    Corridor Agency, Toll  Road Rev., 0s,
    2028                                                11,750        592,670
  West Virginia Parkways, Economic
    Development & Tourism Authority,
    7.17s, 2019                                          1,200      1,023,192
                                                                -------------
                                                                 $ 29,316,650
- -----------------------------------------------------------------------------
Airport and Port Revenue - 10.1%
  Chicago, IL, O'Hare International
    Airport, Special Facilities Rev.
    (United Airlines), 8.4s, 2018                      $ 2,760   $  2,882,378
  Chicago, IL, O'Hare International
    Airport, Special Facilities Rev.
    (United Airlines), 8.5s, 2018                        4,500      4,697,190
  Chicago, IL, O'Hare International
    Airport, Special Facilities Rev.
    (United Airlines), 8.85s, 2018                       6,170      6,678,223
  Cleveland, OH, Airport Special Facilities
    Rev. (Continental Airlines),
    9s, 2019                                             9,120      9,262,090
  Dallas-Fort Worth, TX, International
    Airport Facility Improvement
    Corp. (American Airlines), 7.625s, 2021              4,500      4,459,995
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Airport and Port Revenue - continued
  Denver, CO, City & County Airport Rev.,
    8.875s, 2012                                       $ 5,000   $  5,371,950
  Denver, CO, City & County Airport Rev.,
    7.75s, 2021                                          7,050      7,106,682
  Denver, CO, City & County Airport Rev.,
    8.5s, 2023                                           2,950      3,064,371
  Denver, CO, City & County Airport Rev.,
    8.75s, 2023                                          5,770      6,105,179
  Denver, CO, City & County Airport Rev.,
    8s, 2025                                             1,140      1,154,762
  Denver, CO, City & County Airport Rev.,
    6.875s, 2032                                         6,640      5,952,428
  Hillsborough County, FL, Aviation
    Authority Rev. (US Air), 8.6s, 2022                  1,350      1,175,566
  Kenton County, KY, Airport Board Special
    Facilities (Delta Airlines),
    7.5s, 2020                                          16,570     16,198,832
  Texas Port Development Corp., Industrial
    Development Rev.
    (Agricultural Export), 14.25s, 2001*                11,975      8,741,750
  Tulsa, OK, Municipal Airport Trust Rev.,
    7.375s, 2020                                         2,000      1,933,120
  Tulsa, OK, Municipal Airport Trust Rev.,
    7.6s, 2030                                          14,210     13,999,834
                                                                -------------
                                                                 $ 98,784,350
- -----------------------------------------------------------------------------
Sales and Excise Tax Revenue - 0.4%
  Denver, CO, Urban Renewal Authority, Tax
    Increment Rev., 8.5s, 2013                         $ 1,450   $  1,289,891
  Denver, CO, Urban Renewal Authority, Tax
    Increment Rev. (Downtown Denver),
    7.25s, 2017                                          1,250      1,267,263
  Denver, CO, Urban Renewal Authority, Tax
    Increment Rev. (Musicland), 8.5s, 2017                 950        838,518
                                                                -------------
                                                                 $  3,395,672
- -----------------------------------------------------------------------------
Industrial Revenue (Corporate Guarantee) - 13.1%
  Baltimore County, MD, Pollution Control
    (Bethlehem Steel),
    7.55s, 2017                                        $ 1,000   $    986,710
  Burns Harbor, IN, Solid Waste Disposal
    Facilities Rev. (Bethlehem Steel), 8s,
    2024                                                10,455     10,554,322
  Butler, AL, Industrial Development Rev.,
    8s, 2028                                             4,500      4,594,635
  Courtland, AL, Industrial Development
    Board, Solid Waste Disposal
    Rev., 6.375s, 2029                                   4,325      3,882,855
  DeQueen, AR, Industrial Development Board
    (Weyerhaeuser Co.),
    9s, 2006                                             1,000      1,027,100
  Eastern Band Cherokee Indian Community,
    NC (Carolina Mirror Co.),
    10.25s, 2009                                         3,515      3,708,290
  Eastern Band Cherokee Indian Community,
    NC (Carolina Mirror Co.),
    11s, 2012                                              950      1,012,510
  El Paso, TX, Industrial Development
    Authority (Popular Dry Goods
    Co.), 9.875s, 2016                                     800        816,087
  Hernando County, FL, Industrial
    Development Rev. (Crushed Stone Co.),
    8.5s, 2014                                           8,000      8,200,320
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Industrial Revenue (Corporate Guarantee) - continued
  Hodge Village, LA, Utilities Rev. (Stone
    Container Corp.), 9s, 2010                         $ 6,800   $  7,073,360
  Hunt County, TX, Industrial Development
    Rev. (Household
    Manufacturing), 10.236s, 2003                        6,000      5,716,020
  Lawrenceburg, TN, Industrial Development
    Board (Tridon, Inc.),
    9.625s, 2006                                         2,800      2,784,823
  Maine Finance Authority (Bowater, Inc.),
    7.75s, 2022                                          8,500      8,715,475
  Massachusetts Industrial Financing Agency
    (Solid Waste Disposal Rev.), 8.25s,
    2014                                                 4,000      3,891,760
  McMinn County, TN, Industrial Development
    Board (Bowater, Inc.),
    7.4s, 2022                                           7,000      7,157,920
  Mesa County, CO (Joy Technologies), 8.5s,
    2006                                                 1,350      1,389,501
  New Hampshire Industrial Development
    Authority (Rockingham Park), 13.5s,
    1999                                                 1,270      1,308,964
  Perry County, KY, Solid Waste (T.J.
    International), 7s, 2024                            11,000     10,248,480
  Port of New Orleans, LA (Continental
    Grain Co.), 7.5s, 2013                               2,000      1,932,880
  Port of New Orleans, LA, Industrial
    Development (Avondale Industries),
    8.5s, 2014                                          22,550     22,933,801
  Sweetwater County, WY, Solid Waste, 6.9s,
    2024                                                 3,000      2,806,410
  Sweetwater County, WY, Solid Waste (FMC
    Corp.),
    7s, 2024                                             8,725      8,266,327
  Valdez, AK, Marine Terminal, 5.65s, 2028               5,000      4,212,250
  Walton, GA, Industrial Development
    Authority (Ultima Rubber
    Products, Inc.), 10s, 2010                           4,680      4,848,199
                                                                -------------
                                                                 $128,068,999
- -----------------------------------------------------------------------------
Universities - 0.5%
  Massachusetts Industrial Finance Agency
    (Curry College), 8s, 2014                          $ 1,500   $  1,433,955
  Massachusetts Industrial Finance Agency
    (Emerson College), 8.9s, 2018                        3,000      3,271,800
                                                                -------------
                                                                 $  4,705,755
- -----------------------------------------------------------------------------
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Miscellaneous Revenue - 12.1%
  Atlanta, GA, Downtown Development
    Authority (Garnett Station),
    11.5s, 2015*+                                      $ 2,343   $    703,046
  Austell, GA, Downtown Development
    Authority, Junior Rev. (Threadmill),
    "B", 11s, 2006*+                                     1,847         18,473
  Austell, GA, Downtown Development
    Authority, Senior Rev. (Threadmill),
    "A", 11s, 2006*+                                     5,542      1,080,647
  Bristol, CT, Resource Recovery
    Facilities, 6.5s, 2014#                              7,000      6,398,840
  Brush, CO, Industrial Development Rev.
    (Training Centers
    International), 12s, 2015                            4,735      5,434,027
  Brush, CO, Industrial Development Rev.
    (Training Centers
    International), "A", 12s, 2015                       2,135      2,180,155
  Brush, CO, Industrial Development Rev.
    (Training Centers
    International), "B", 12s, 2015                       2,320      2,344,290
  Connecticut Industrial Development
    Authority (Nutmeg Partners),
    12.75s, 2015*+**                                     7,135      2,497,250
  Danville, VA, Industrial Development
    Authority (Piedmont Mall
    Project), 2.75s, 2017                                8,280      7,687,069
  District of Columbia (National Public
    Radio), 7.7s, 2023                                   3,500      3,575,950
  Eastern Connecticut Resources Recovery,
    5.5s, 2020                                           2,000      1,588,240
  Fond du Lac, WI, 11s, 2003*+**                         2,883      1,758,520
  Marion County, WV, Solid Waste Rev., 9s,
    2011#                                                7,000      7,021,280
  Martha's Vineyard, MA, Land Bank, 8.125s,
    2011                                                 3,000      2,973,360
  Maryland Energy Financing Administration
    (Solid Waste), 9s, 2016                             26,300     26,530,916
  Massachusetts Health & Education
    Facilities Authority (Learning Center
    for Deaf  Children), 9.25s, 2014                     1,000      1,054,180
  Michigan Strategic Fund, 10.25s, 2016                 10,000     10,283,000
  Michigan Strategic Fund (Blue Water
    Fiber), 8s, 2012**                                  11,000     10,501,370
  Pennsylvania Convention, 6.75s, 2019                   5,370      4,912,745
  Retema, TX, Special Facilities Rev.
    (Retema Park Racetrack Project),
    8.75s, 2018                                         10,000      9,893,900
  St. Louis County, MO, Industrial
    Development Authority (Eagle Golf
    Enterprises,  Inc.), 10s, 2005                       2,200      2,387,528
  St. Louis County, MO, Industrial
    Development Authority (Kiel Center
    Arena), 7.875s, 2024                                 1,000        988,810
  Telluride Gondola Transit Co., CO, Real
    Estate Transfer Assessment Rev., 11.5s,
    2012                                                 6,000      6,230,880
                                                                -------------
                                                                 $118,044,476
- -----------------------------------------------------------------------------
<PAGE>
PORTFOLIO  OF  INVESTMENTS  - continued
Municipal  Bonds - continued
- -----------------------------------------------------------------------------
                                              Principal Amount
Issuer                                           (000 Omitted)          Value
- -----------------------------------------------------------------------------
Special Assessment District - 0.2%
  Indianapolis, IN, Public Improvement
    Bond, 6.5s, 2022                                   $ 2,000   $  1,921,359
- -----------------------------------------------------------------------------
Total Municipal Bonds (Identified Cost,
$997,158,171)                                                    $976,592,244
- -----------------------------------------------------------------------------
Floating  Rate  Demand  Notes - 0.8%
- -----------------------------------------------------------------------------
  Hillsborough County, FL, Pollution
    Control Rev. (Tampa Electric Co.),
    due 2018                                           $ 2,600   $  2,600,000
  Lincoln County, WY, Pollution Control,
    due 2014                                             1,100      1,100,000
  Lincoln County, WY, Pollution Control
    (Exxon), due 2014                                    2,300      2,300,000
  Lubbock, TX, Health Facilities (St.
    Joseph's), due 2013                                    100        100,000
  Peninsula Ports Authority, VA (Shell Oil
    Co.), due 2005                                         100        100,000
  Perry County, MS, Pollution Control Rev.,
    due 2002                                               400        400,000
  Uinta County, WY, Pollution Control Rev.
    (Chevron), due 2020                                  1,400      1,400,000
- -----------------------------------------------------------------------------
Total Floating Rate Demand Notes, at
Identified Cost                                                  $  8,000,000
- -----------------------------------------------------------------------------
Total Investments (Identified Cost,
$1,005,158,171)                                                  $984,592,244
Other  Assets,  Less  Liabilities - (0.9)%                         (8,874,397)
- -----------------------------------------------------------------------------
Net Assets - 100.0%                                              $975,717,847
- -----------------------------------------------------------------------------
 * Security valued by or at the direction of the Trustees.
** Restricted security.
+  Non-income producing security - in default.
++ Security accruing partial interest - in default.
#  When-issued security.

See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS
Statement  of  Assets  and  Liabilities
- ------------------------------------------------------------------------------
January 31, 1995
- ------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $1,005,158,171)     $  984,592,244
  Cash                                                                38,525
  Receivable for investments sold                                  4,983,346
  Receivable for Fund shares sold                                  2,461,393
  Interest receivable                                             16,911,364
  Other assets                                                        10,608
                                                              --------------
      Total assets                                            $1,008,997,480
                                                              --------------
Liabilities:
  Payable for investments purchased                           $   31,240,000
  Payable for Fund shares reacquired                               1,427,726
  Payable to affiliates -
    Management fee                                                    55,550
    Distribution fee                                                  15,690
    Shareholder servicing agent fee                                   11,214
  Accrued expenses and other liabilities                             529,453
                                                              --------------
      Total liabilities                                       $   33,279,633
                                                              --------------
Net assets                                                    $  975,717,847
                                                              --------------
Net assets consist of:
  Paid-in capital                                             $1,074,349,204
  Unrealized depreciation on investments                         (20,565,927)
  Accumulated net realized loss on investments                   (79,164,299)
  Accumulated undistributed net investment income                  1,098,869
                                                              --------------
      Total                                                   $  975,717,847
                                                              --------------
Shares of beneficial interest outstanding                       113,496,608
                                                              --------------
Class A shares:
  Net asset value and redemption price per share
    (net assets of $920,042,721 / 107,020,050 shares of
    beneficial interest outstanding)                             $8.60
                                                                 -----
  Offering price per share (100/95.25 of net asset value
    per share)                                                   $9.03
                                                                 -----
Class B shares:
  Net asset value, redemption price and offering price per
    share (net assets of $55,675,126 / 6,476,558 shares of
    beneficial interest outstanding)                             $8.60
                                                                 -----

On sales of $100,000 or more, the offering price of Class A shares is reduced. A
contingent  deferred  sales charge may be imposed on  redemptions of Class A and
Class B shares.

See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS - continued
Statement  of  Operations
- ------------------------------------------------------------------------------
Year Ended January 31, 1995
- ------------------------------------------------------------------------------
Net investment income:
  Interest income                                                $ 76,354,946
                                                                 ------------
  Expenses -
    Management fee                                               $  6,385,098
    Trustees' compensation                                             51,656
    Shareholder servicing agent fee (Class A)                       1,221,491
    Shareholder servicing agent fee (Class B)                          73,810
    Distribution and service fee (Class B)                            335,495
    Workout expenditures                                              603,293
    Custodian fees                                                    291,487
    Legal fees                                                        109,348
    Postage                                                           107,626
    Auditing fees                                                      77,459
    Printing                                                           72,470
    Miscellaneous                                                     583,883
                                                                 ------------
      Total expenses                                             $  9,913,116
                                                                 ------------
          Net investment income                                  $ 66,441,830
                                                                 ------------
Realized and unrealized loss on investments:
  Realized loss (identified cost basis) -
    Investment transactions                                      $(34,044,867)
  Change in unrealized appreciation (depreciation) -
    Investments                                                   (41,635,823)
                                                                 ------------
      Net realized and unrealized loss on investments            $(75,680,690)
                                                                 ------------
        Decrease in net assets from operations                   $ (9,238,860)
                                                                 ------------
See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS - continued
Statement  of  Changes  in  Net  Assets
- ------------------------------------------------------------------------------
Year Ended January 31,                               1995                1994
- ------------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
  Net investment income                      $ 66,441,830        $ 55,673,229
  Net realized loss on investments            (34,044,867)        (13,247,478)
  Net unrealized gain (loss) on
    investments                               (41,635,823)         25,804,847
                                             ------------        ------------
    Increase (decrease) in net assets
      from operations                        $ (9,238,860)       $ 68,230,598
                                             ------------        ------------
Distributions declared to shareholders --
  From net investment income (Class A)       $(66,774,251)       $(58,106,409)
  From net investment income (Class B)         (1,978,622)                (23)
                                             ------------        ------------
    Total distributions declared to
      shareholders                           $(68,752,873)       $(58,106,432)
                                             ------------        ------------
Fund share (principal) transactions -
  Net proceeds from sale of shares           $345,765,914        $133,406,228
  Net asset value of shares issued to
    shareholders in reinvestment of
    distributions                              24,997,370          20,164,884
  Cost of shares reacquired                  (127,012,254)        (85,704,557)
                                             ------------        ------------
    Increase in net assets from Fund
      share transactions                     $243,751,030        $ 67,866,555
                                             ------------        ------------
      Total increase in net assets           $165,759,297        $ 77,990,721
Net assets:
  At beginning of year                        809,958,550         731,967,829
                                             ------------        ------------
  At end of year (including
    undistributed net investment
    income of $1,098,869 and
    $1,095,222, respectively)                $975,717,847        $809,958,550
                                             ------------        ------------
See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS - continued
<TABLE>
Financial  Highlights
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Year Ended January 31,                1995<F2>       1994           1993           1992           1991           1990
- ----------------------------------------------------------------------------------------------------------------------
                                   Class A
- ----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>            <C>            <C>            <C>            <C>   
Per share data (for a share outstanding throughout each period):
Net asset value - beginning
  of period                         $ 9.38         $ 9.26         $ 9.22         $ 9.09         $ 9.45         $ 9.55
                                    ------         ------         ------         ------         ------         ------
Income from investment operations -
  Net investment income             $ 0.64         $ 0.77         $ 0.73         $ 0.73         $ 0.74         $ 0.85
  Net realized and
   unrealized gain (loss) on
   investments                       (0.75)          0.05           0.06           0.17          (0.32)         (0.09)
                                    ------         ------         ------         ------         ------         ------
      Total from investment
       operations                   $(0.11)        $ 0.82         $ 0.79         $ 0.90         $ 0.42         $ 0.76
                                    ------         ------         ------         ------         ------         ------
Less distributions declared
 to shareholders -
  From net investment income        $(0.67)        $(0.70)        $(0.75)        $(0.77)        $(0.78)        $(0.81)
  From net realized gain on
   investments                        --             --             --             --             --            (0.04)
  From paid-in capital                --             --             --             --             --            (0.01)
                                    ------         ------         ------         ------         ------         ------
      Total distributions
       declared to
       shareholders                 $(0.67)        $(0.70)        $(0.75)        $(0.77)        $(0.78)        $(0.86)
                                    ------         ------         ------         ------         ------         ------
Net asset value - end of
  period                            $ 8.60         $ 9.38         $ 9.26         $ 9.22         $ 9.09         $ 9.45
                                    ------         ------         ------         ------         ------         ------
Total return<F1>                   (1.04)%          9.19%          9.02%         10.34%          4.65%          8.24%
Ratios (to average net assets)/
 Supplemental data:
  Expenses                           1.04%          1.10%          1.00%          1.03%          1.05%          1.02%
  Net investment income              7.27%          7.15%          7.95%          7.96%          8.17%          8.90%
Portfolio turnover                     32%            18%            10%            21%            41%            21%
Net assets at end of period
(000 omitted)                     $920,043       $809,957       $731,968       $648,043       $638,185       $485,037
<FN>
<F1> Total returns for Class A shares do not include the applicable sales charge
     (except for reinvested  dividends  prior to October 1, 1989).  If the sales
     charge had been included, the results would have been lower.
<F2> Per  share  data for the  periods  indicated  are based on  average  shares
     outstanding.
</TABLE>
See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS - continued
<TABLE>
Financial  Highlights - continued
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
Year Ended January 31, 1995<F2>       1989           1988           1987           1986         1995<F2>          1994<F4>
- ----------------------------------------------------------------------------------------------------------------------
                                   Class A                                                     Class B
- ----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>            <C>            <C>            <C>            <C>   
Per share data (for a share outstanding throughout each period):
Net asset value - beginning
 of period                          $ 9.68         $10.38         $10.49         $ 9.80         $ 9.38         $ 9.40
                                    ------         ------         ------         ------         ------         ------
Income from investment operations -
  Net investment income             $ 0.88         $ 0.84         $ 0.99         $ 0.95         $ 0.57         $ 0.32
  Net realized and
   unrealized gain (loss) on
   investments                       (0.12)         (0.67)         (0.01)          0.71          (0.78)         (0.14)
                                    ------         ------         ------         ------         ------         ------
      Total from investment
       operations                   $ 0.76         $ 0.17         $ 0.98         $ 1.66         $(0.21)        $ 0.18
                                    ------         ------         ------         ------         ------         ------
Less distributions declared
 to shareholders -
  From net investment income        $(0.82)        $(0.84)        $(1.01)        $(0.94)        $(0.57)        $(0.20)
  From net realized gain on
   investments                       (0.07)         (0.03)         (0.08)         (0.03)          --             --
                                    ------         ------         ------         ------         ------         ------
      Total distributions
       declared to
       shareholders                 $(0.89)        $(0.87)        $(1.09)        $(0.97)        $(0.57)        $(0.20)
                                    ------         ------         ------         ------         ------         ------
Net asset value - end of
  period                            $ 9.55         $ 9.68         $10.38         $10.49         $ 8.60         $ 9.38
                                    ------         ------         ------         ------         ------         ------
Total return<F1>                     8.32%          1.87%         10.00%         18.24%        (2.13)%          1.89%
Ratios (to average net assets)/
 Supplemental data:
  Expenses                           0.65%          1.03%          1.00%          1.04%          2.10%          2.04%<F1>
  Net investment income              9.27%          8.54%          9.54%          9.68%          6.32%          5.43%<F1>
Portfolio turnover                     23%            16%             9%            43%            32%            18%
Net assets at end of period
 (000 omitted)                    $325,044       $349,655       $442,036       $294,056        $55,675             $1
<FN>
<F1> Annualized.
<F2> Per  share  data for the  periods  indicated  are based on  average  shares
     outstanding.
<F3> Total returns for Class A shares do not include the applicable sales charge
     (except for reinvested  dividends  prior to October 1, 1989).  If the sales
     charge had been included, the results would have been lower.
<F4> For the  period  from the  commencement  of  offering  of  Class B  shares,
     September 7, 1993 to January 31, 1994.
</TABLE>
See notes to financial statements
<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS
(1) Business  and  Organization
MFS  Municipal  High Income Fund (the Fund) is a  non-diversified  series of MFS
Series Trust III (the Trust). The Trust is organized as a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company.

(2) Significant  Accounting  Policies
Investment Valuations - Debt securities (other than short-term obligations which
mature in 60 days or less),  including listed issues, are valued on the basis of
valuations  furnished by dealers or by a pricing service with  consideration  to
factors  such as  institutional-size  trading in similar  groups of  securities,
yield, quality,  coupon rate, maturity,  type of issue, trading  characteristics
and  other  market  data,   without   exclusive   reliance   upon   exchange  or
over-the-counter  prices.  Short-term  obligations,  which  mature in 60 days or
less, are valued at amortized cost,  which  approximates  market value.  Futures
contracts,  options  and  options on  futures  contracts  listed on  commodities
exchanges are valued at closing settlement prices. Over-the- counter options are
valued by brokers  through the use of a pricing  model which takes into  account
closing bond valuations,  implied  volatility and short-term  repurchase  rates.
Securities  for which there are no such  quotations or valuations  are valued at
fair value as determined in good faith by or at the direction of the Trustees.

Repurchase  Agreements  - The Fund may enter  into  repurchase  agreements  with
institutions that the Fund's investment adviser has determined are creditworthy.
Each  repurchase  agreement  is recorded  at cost.  The Fund  requires  that the
securities purchased in a repurchase transaction be transferred to the custodian
in a manner  sufficient  to enable the Fund to obtain  those  securities  in the
event of a default under the repurchase agreement. The Fund monitors, on a daily
basis,  the  value of the  securities  transferred  to  ensure  that the  value,
including accrued interest, of the securities under each repurchase agreement is
greater than amounts owed to the Fund under each such repurchase agreement.

Written  Options  - The Fund may write  covered  call or put  options  for which
premiums  are received and are  recorded as  liabilities,  and are  subsequently
adjusted to the current  value of the options  written.  Premiums  received from
writing  options which expire are treated as realized gains.  Premiums  received
from writing  options which are  exercised or are closed are offset  against the
proceeds or amount paid on the  transaction  to determine  the realized  gain or
loss.  If a put option is exercised,  the premium  reduces the cost basis of the
securities  purchased by the Fund. The Fund, as writer of an option, may have no
control over whether the  underlying  securities may be sold (call) or purchased
(put) and, as a result,  bears the market risk of an  unfavorable  change in the
price of the securities underlying the written option.

<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS - continued
Futures  Contracts - The Fund may enter into financial futures contracts for the
delayed delivery of securities, currency or contracts based on financial indices
at a fixed price on a future  date.  In  entering  such  contracts,  the Fund is
required to deposit  either in cash or  securities  an amount equal to a certain
percentage of the contract amount.  Subsequent  payments are made or received by
the Fund  each day,  dependent  on the  daily  fluctuations  in the value of the
underlying  security,  and are  recorded  for  financial  statement  purposes as
unrealized  gains or losses by the Fund.  The  Fund's  investment  in  financial
futures  contracts is designed to hedge against  anticipated  future  changes in
interest or exchange  rates or  securities  prices.  The Fund may also invest in
financial  futures  contracts  for  non-hedging  purposes.  Should  interest  or
exchange rates or securities prices move unexpectedly,  the Fund may not achieve
the anticipated  benefits of the financial  futures  contracts and may realize a
loss.

Investment Transactions and Income - Investment transactions are recorded on the
trade date.  Interest  income is recorded on the accrual basis.  All premium and
original issue  discount are amortized or accreted for both financial  statement
and tax  reporting  purposes  as  required  by federal  income tax  regulations.
Interest  payments  received  in  additional  securities  are  recorded  on  the
ex-interest date in an amount equal to the value of the security on such date.

The Fund  has  approximately  60.8%  of its  portfolio  invested  in  high-yield
securities rated below investment  grade.  Investments in high-yield  securities
are accompanied by a greater degree of credit risk and the risk tends to be more
sensitive to economic conditions than that of higher-rated securities.

The Fund uses the effective  interest  method for reporting  interest  income on
payment-in-kind  (PIK) bonds,  whereby  interest income on PIK bonds is recorded
ratably  by the Fund at a  constant  yield to  maturity.  Legal  fees and  other
related expenses  incurred to preserve and protect the value of a security owned
are added to the cost of the security;  other legal fees are  expensed.  Capital
infusions, which are generally non-recurring, incurred to protect or enhance the
value of  high-yield  debt  securities,  are reported as an addition to the cost
basis of the  security.  Costs  that are  incurred  to  negotiate  the  terms or
conditions  of capital  infusions  or that are  expected  to result in a plan of
reorganization  are  considered  workout  expenses  and are reported as realized
losses.  Ongoing  costs  incurred to protect or enhance an  investment  or costs
incurred to pursue  other  claims or legal  actions,  are  reported as operating
expenses.

Tax  Matters  and  Distributions  - The  Fund's  policy  is to  comply  with the
provisions  of the  Internal  Revenue  Code (the Code)  applicable  to regulated
investment  companies and to distribute to  shareholders  all of its net income,
including any net realized gain on  investments.  Accordingly,  no provision for
federal income or excise tax is provided.  The Fund files a tax return  annually
using tax accounting  methods  required  under  provisions of the Code which may
differ from generally accepted accounting  principles,  the basis on which these
financial  statements  are prepared.  Accordingly,  the amount of net investment
income and net realized gain reported on these  financial  statements may differ
from that reported on the Fund's tax return and, consequently,  the character of
distributions  to shareholders  reported in the financial  highlights may differ
from that reported to  shareholders  on Form 1099-DIV.  Accumulated net realized
loss  on  investments  is  different  for  tax  purposes   because  of  deferred
recognition  of tax losses  occurring  after October 31st of the current  fiscal
year.
<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS - continued
Distributions  paid  by the  Fund  from  net  interest  received  on  tax-exempt
municipal  bonds are not includable by  shareholders as gross income for federal
income tax purposes because the Fund intends to meet certain requirements of the
Code applicable to regulated investment companies, which will enable the Fund to
pay exempt-interest  dividends.  The portion of such interest, if any, earned on
private  activity  bonds  issued  after  August  7,  1986  may be  considered  a
tax-preference item to shareholders.  Distributions to shareholders are recorded
on the ex-dividend date.

The Fund  distinguishes  between  distributions  on a tax basis and a  financial
reporting  basis and  requires  that only  distributions  in excess of tax basis
earnings and profits are  reported in the  financial  statements  as a return of
capital.  Differences in the recognition or classification of income between the
financial  statements  and tax  earnings  and profits  which result in temporary
over-distributions   for  financial  statement   purposes,   are  classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.  During the year ended January 31, 1995,  accumulated  undistributed  net
investment income was increased by $2,314,690, accumulated net realized loss was
increased  by  $2,311,955  and paid-in  capital was  decreased  by $2,735 due to
differences  between book and tax accounting  for income  recognition on certain
bonds and  differences in the cost of  securities.  This change had no effect on
the net assets or net asset value per share.

Multiple Classes of Shares of Beneficial Interest - The Fund offers both Class A
and Class B shares. Class B shares were first offered to the public on September
7, 1993. The two classes of shares differ in their shareholder  servicing agent,
distribution  and service  fees.  Shareholders  of each class also bear  certain
expenses that pertain only to that particular  class. All shareholders  bear the
common expenses of the Fund pro rata, without distinction between share classes.
Dividends  are declared  separately  for each class.  No class has  preferential
dividend  rights;  differences  in per share dividend rates are generally due to
differences in separate class expenses,  including  distribution and shareholder
service fees.

(3) Transactions  with  Affiliates
Investment  Adviser  - The  Fund  has  an  investment  advisory  agreement  with
Massachusetts  Financial  Services  Company (MFS) to provide overall  investment
advisory  and  administrative  services,  and  general  office  facilities.  The
management fee,  computed daily and paid monthly at an effective  annual rate of
0.30% of  average  daily net  assets  and  4.75% of gross  income,  amounted  to
$6,385,098  for the year ended January 31, 1995.  The Fund pays no  compensation
directly  to its  Trustees  who are  officers  of the  investment  adviser or to
officers of the Fund, all of whom receive remuneration for their services to the
Fund from MFS. Certain of the officers and Trustees of the Fund are officers and
directors of MFS, MFS Fund  Distributors,  Inc.  (MFD,  previously  known as MFS
Financial  Services,  Inc.) and MFS Service Center, Inc. (MFSC). The Fund has an
unfunded defined benefit plan for all of its independent  Trustees.  Included in
Trustees' compensation is a net periodic pension expense of $15,016 for the year
ended January 31, 1995.

Distributor - MFD, a wholly owned  subsidiary of MFS, as  distributor,  received
$1,576,774  as its portion of the sales charge on sales of Class A shares of the
Fund. The Trustees have adopted a distribution  plan relating  solely to Class B
shares pursuant to Rule 12b-1 of the Investment Company Act of 1940 as follows:

The  Class B  Distribution  Plan  provides  that the Fund will pay MFD a monthly
distribution fee, equal to 0.75% per annum, and a quarterly service fee of up to
0.25% per annum, of the Fund's average daily net assets  attributable to Class B
shares.  MFD will pay to  securities  dealers that enter into a sales  agreement
with MFD,  all or a portion of the service fee  attributable  to Class B shares.
The service fee is intended to be additional consideration for services rendered
by the  dealer  with  respect  to  Class  B  shares.  Fees  incurred  under  the
distribution  plan during the year ended  January 31, 1995 were 1.00% of average
daily net assets attributable to Class B shares and amounted to $335,495.

A contingent  deferred  sales charge is imposed on  shareholder  redemptions  of
Class A shares,  on  purchases  of $1 million  or more,  in the event of a share
redemption within 12 months following the share purchase.  A contingent deferred
sales  charge is imposed  on  shareholder  redemptions  of Class B shares in the
event of a share  redemption  within six years of  purchase.  MFD  receives  all
contingent  deferred sales charges.  Contingent  deferred sales charges  imposed
during the year ended January 31, 1995 were $57,796 for Class B shares.

<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS - continued
Shareholder  Servicing  Agent - MFSC, a wholly owned  subsidiary of MFS,  earned
$1,221,491  and  $73,810 for Class A and Class B shares,  respectively,  for its
services  as  shareholder  servicing  agent.  The fee  for  Class  A  shares  is
calculated as 0.15% of the first $500 million and 0.12% of the next $500 million
of the  average  daily net  assets  of the  Fund.  The fee for Class B shares is
calculated as 0.22% of the first $500 million and 0.18% of the next $500 million
of the average daily net assets of the Fund.

(4) Portfolio  Securities
Purchases  and  sales  of  investments,   other  than  short-term   obligations,
aggregated $535,519,780 and $294,793,737, respectively.

The cost and unrealized appreciation or depreciation in value of the investments
owned by the Fund, as computed on a federal income tax basis, are as follows:

Aggregate cost                                               $1,005,158,171
                                                             --------------
Gross unrealized depreciation                                $  (56,564,238)
Gross unrealized appreciation                                    35,998,311
                                                             --------------
  Net unrealized depreciation                                $  (20,565,927)
                                                             --------------

At January 31, 1995, the Fund,  for federal  income tax purposes,  had a capital
loss  carryforward of $68,805,964,  which may be applied against any net taxable
realized gains of each  succeeding  year until the earlier of its utilization or
expiration  on January 31,  1998  ($2,344,797),  January 31, 1999  ($2,433,909),
January 31, 2000 ($4,786,449),  January 31, 2001 ($5,199,093),  January 31, 2002
($26,863,497), and January 31, 2003 ($27,178,219).

(5) Shares  of  Beneficial  Interest
The Fund's  Declaration  of Trust  permits the  Trustees  to issue an  unlimited
number of full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

Class A Shares

                       1995                          1994
                       ---------------------------   --------------------------
Year Ended January 31,     Shares          Amount        Shares          Amount
- --------------------------------------------------------------------------------
Shares sold            32,283,057    $286,032,399    14,267,320    $133,405,068
Shares issued to
 shareholders in
 reinvestment of
 distributions          2,760,128      24,132,344     2,165,121      20,164,862
Shares reacquired     (14,365,883)   (123,961,674)   (9,163,024)    (85,704,545)
                      -----------    ------------    ----------   -------------
  Net increase         20,677,302    $186,203,069     7,269,417   $  67,865,385
                      -----------    ------------    ----------   -------------

Class B Shares

                        1995                           1994*
                        ---------------------------    ------------------------
Year Ended January 31,     Shares          Amount         Shares         Amount
- -------------------------------------------------------------------------------
Shares sold             6,732,579     $59,733,515           124          $1,160
Shares issued to
 shareholders in
 reinvestment of
 distributions            100,403         865,026             2              22
Shares reacquired        (356,549)     (3,050,580)           (1)            (12)
                         --------      ----------           ---           -----
  Net increase          6,476,433     $57,547,961           125          $1,170
                        ---------     -----------           ---          ------
* For the period from the commencement of offering of Class B shares,  September
  7, 1993 to January 31, 1994.
<PAGE>
(6) Line  of  Credit
The Fund entered into an agreement  which enables it to  participate  with other
funds  managed by MFS, or an affiliate  of MFS, in an  unsecured  line of credit
with  a  bank  which  permits  borrowings  up  to  $300  million,  collectively.
Borrowings  may be made to temporarily  finance the  acquisition of Fund shares.
Interest is charged to each fund,  based on its  borrowings,  at a rate equal to
the bank's base rate. In addition,  a commitment fee, based on the average daily
unused portion of the line of credit, is allocated among the participating funds
at the end of each  quarter.  The  commitment  fee allocated to the Fund for the
year ended January 31, 1995 was $16,879.

NOTES  TO  FINANCIAL  STATEMENTS - continued
(7) Restricted  Securities
The Fund may invest not more than 15% of its net assets in securities  which are
subject to legal or contractual restrictions on resale. At January 31, 1995, the
Fund owned the following restricted securities (constituting 2.5% of net assets)
which may not be publicly sold without  registration under the Securities Act of
1933.  The Fund  does not have the  right to  demand  that  such  securities  be
registered.  The value of these securities is determined by valuations  supplied
by a pricing service or brokers or, if not available, in good faith by or at the
direction of the Trustees.

                            Date of
Description             Acquisition     Par Amount           Cost          Value
- -------------------------------------------------------------------------------
Connecticut Industrial
  Development Authority
  (Nutmeg Partners),
  12.75s, 2015             5/31/85    $ 7,135,000    $ 6,992,300    $ 2,497,250
Fond du Lac, WI,
  11s, 2003                9/21/89      2,882,000      2,676,848      1,758,520
Michigan Strategic
  Fund (Blue Water
  Fiber), 8s, 2012         3/28/94     11,000,000     10,741,750     10,501,370
Pittsylvania County,
  VA, Industrial
  Development
  Authority,
  7.55s, 2019              5/16/94     10,000,000     10,000,000      9,747,100
                                                                    -----------
                                                                    $24,504,240
                                                                    ===========

REPORT  OF  ERNST  &  YOUNG  LLP,  INDEPENDENT  AUDITORS
To the Trustees of MFS Series Trust III and  Shareholders  of MFS Municipal High
Income Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of MFS
Municipal High Income Fund, including the schedule of portfolio investments,  as
of January 31, 1995, and the related  statements of  operations,  changes in net
assets  and  financial  highlights  for the year  then  ended.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audit. The financial statements
of MFS Municipal  High Income Fund for the year ended January 31, 1994,  and the
financial  highlights for each of the nine years in the period ended January 31,
1994 for Class A shares, and for the period from September 7, 1993 (commencement
of  operations)  to January 31, 1994 for Class B shares,  were  audited by other
auditors whose report dated March 16, 1994  expressed an unqualified  opinion on
those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of January 31, 1995, by
correspondence  with the custodian and brokers or by other appropriate  auditing
procedures where replies from brokers were not received.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of MFS
Municipal  High  Income  Fund as of January  31,  1995,  and the  results of its
operations,  the changes in its net assets, and the financial highlights for the
year then ended, in conformity with generally accepted accounting principles.

                                                           /s/ Ernst & Young LLP

Boston, Massachusetts
February 24, 1995




                ---------------------------------------------
This  report is prepared  for the general  information  of  shareholders.  It is
authorized  for  distribution  to  prospective  investors  only when preceded or
accompanied by a current prospectus.

<PAGE>
MFS(R)
MUNICIPAL         NO. 1                                            BULK RATE
HIGH              DALBAR                                           U.S. POSTAGE
INCOME            RATING                                           P A I D
FUND                                                               PERMIT #55638
                                                                   BOSTON, MA


500 Boylston Street
Boston, MA 02116


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