MFS SERIES TRUST III
497, 1996-06-03
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                              MFS CASH RESERVE FUND
                      MFS/FOREIGN & COLONIAL INTERNATIONAL
                             GROWTH AND INCOME FUND
                              MFS TOTAL RETURN FUND
                   MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                          MFS GROWTH OPPORTUNITIES FUND
                            MFS EMERGING GROWTH FUND
                          MASSACHUSETTS INVESTORS TRUST
                             MFS CAPITAL GROWTH FUND
                         MFS ALABAMA MUNICIPAL BOND FUND
                          MFS INTERMEDIATE INCOME FUND
                        MFS ARKANSAS MUNICIPAL BOND FUND
                        MFS GOLD & NATURAL RESOURCES FUND
                       MFS CALIFORNIA MUNICIPAL BOND FUND
                            MFS MANAGED SECTORS FUND
                         MFS FLORIDA MUNICIPAL BOND FUND
                                 MFS VALUE FUND
                         MFS GEORGIA MUNICIPAL BOND FUND
                               MFS UTILITIES FUND
                        MFS MARYLAND MUNICIPAL BOND FUND
                              MFS WORLD EQUITY FUND
                      MFS MASSACHUSETTS MUNICIPAL BOND FUND
                           MFS WORLD TOTAL RETURN FUND
                       MFS MISSISSIPPI MUNICIPAL BOND FUND
                                  MFS BOND FUND
                        MFS NEW YORK MUNICIPAL BOND FUND
                            MFS LIMITED MATURITY FUND
                     MFS NORTH CAROLINA MUNICIPAL BOND FUND
                          MFS GOVERNMENT MORTGAGE FUND
                      MFS PENNSYLVANIA MUNICIPAL BOND FUND
                      MFS GOVERNMENT LIMITED MATURITY FUND
                     MFS SOUTH CAROLINA MUNICIPAL BOND FUND
                         MFS GOVERNMENT SECURITIES FUND
                        MFS TENNESSEE MUNICIPAL BOND FUND
                              MFS HIGH INCOME FUND
                        MFS VIRGINIA MUNICIPAL BOND FUND
                            MFS STRATEGIC INCOME FUND
                      MFS WEST VIRGINIA MUNICIPAL BOND FUND
                           MFS WORLD GOVERNMENTS FUND
                       MFS MUNICIPAL LIMITED MATURITY FUND
                              MFS WORLD GROWTH FUND
                             MFS MUNICIPAL BOND FUND
                                  MFS OTC FUND
                            MFS MUNICIPAL INCOME FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                                MFS RESEARCH FUND
                         MFS WORLD ASSET ALLOCATION FUND



                      Supplement to the Current Prospectus



         In the case of Class A shares  of each of the  above-named  funds  (the
"Funds)  purchased  at net  asset  value on or  after  May 13,  1996 by  certain
retirement  plans  qualified  under  Sections  401(a) or 403(b) of the  Internal
Revenue Code of 1986, as amended,  and subject to the Employee Retirement Income
Security Act of 1974, as amended, where:

                  (i)      the    retirement    plan   and/or   the   sponsoring
                           organization   does   not   subscribe   to  the   MFS
                           FUNDamental  401(K)  Program  or  any  other  similar
                           recordkeeping  system made  available  by MFS Service
                           Center, Inc.;

                  (ii)     the  retirement  plan has,  at the time of  purchase,
                           $500,000  or more  invested  in shares of the  Funds;
                           and

                  (iii)    the    retirement    plan   and/or   the   sponsoring
                           organization  demonstrates  to  the  satisfaction  of
                           MFS  Fund  Distributors,  Inc.  that  the  retirement
                           plan has, at the time of purchase,  aggregate  assets
                           of at least $10 million;

the contingent deferred sales charge, as described in each Prospectus of each of
the Funds, will be waived in the case of (a) participant-directed redemptions or
(b)  redemptions by the retirement  plan or the sponsoring  organization,  other
than a redemption of all of the plan's shares in the Funds.


                  The date of this Supplement is May 13, 1996.


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