MFS SERIES TRUST III
497, 1996-06-03
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                        Massachusetts Investors Trust
                   Massachusetts Investors Growth Stock Fund
                            MFS Capital Growth Fund
                            MFS Emerging Growth Fund
                       MFS Gold & Natural Resources Fund
                         MFS Growth Opportunities Fund
                            MFS Managed Sectors Fund
                                  MFS OTC Fund
                               MFS Research Fund
                                 MFS Value Fund
                             MFS Total Return Fund
                               MFS Utilities Fund
                                 MFS Bond Fund
                          MFS Government Mortgage Fund
                         MFS Government Securities Fund
                              MFS High Income Fund
                          MFS Intermediate Income Fund
                           MFS Strategic Income Fund
                      MFS Government Limited Maturity Fund
                           MFS Limited Maturity Fund
                             MFS World Equity Fund
                           MFS World Governments Fund
                             MFS World Growth Fund
                          MFS World Total Return Fund
                        MFS World Asset Allocation Fund
                             MFS Cash Reserve Fund
                        MFS Government Money Market Fund
                             MFS Money Market Fund


                      Supplement to the Current Prospectus

Class A shares of the Fund may be  purchased  at net asset  value by  retirement
plans whose third party  administrators  have entered into an agreement with MFS
Fund  Distributors,  Inc.  ("MFD") or one or more of its  affiliates  to perform
certain  administrative  services,  subject to certain operational  requirements
specified from time to time by MFD or its affiliates.

In lieu  of the  sales  commission  and  service  fees  normally  paid by MFD to
broker-dealers  of record as described in the Prospectus,  MFD has agreed to pay
Bear, Stearns & Co. Inc. the following amounts with respect to Class A shares of
the Fund purchased through a special  retirement plan program offered by a third
party administrator: (i) an amount equal to 0.05% per annum of the average daily
net assets invested in shares of the Fund pursuant to such program,  and (ii) an
amount  equal to 0.20% of the net asset value of all new  purchases of shares of
the Fund made through such  program,  subject to a refund in the event that such
shares are redeemed within 36 months.


                The date of this Supplement is February 1, 1995.
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                             MFS CASH RESERVE FUND
                         MASSACHUSETTS INVESTORS TRUST
                             MFS TOTAL RETURN FUND
                        MFS ALABAMA MUNICIPAL BOND FUND
                   MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                        MFS ARKANSAS MUNICIPAL BOND FUND
                         MFS GROWTH OPPORTUNITIES FUND
                       MFS CALIFORNIA MUNICIPAL BOND FUND
                            MFS EMERGING GROWTH FUND
                        MFS FLORIDA MUNICIPAL BOND FUND
                            MFS CAPITAL GROWTH FUND
                        MFS GEORGIA MUNICIPAL BOND FUND
                          MFS INTERMEDIATE INCOME FUND
                       MFS LOUISIANA MUNICIPAL BOND FUND
                       MFS GOLD & NATURAL RESOURCES FUND
                        MFS MARYLAND MUNICIPAL BOND FUND
                            MFS MANAGED SECTORS FUND
                     MFS MASSACHUSETTS MUNICIPAL BOND FUND
                                 MFS VALUE FUND
                      MFS MISSISSIPPI MUNICIPAL BOND FUND
                               MFS UTILITIES FUND
                        MFS NEW YORK MUNICIPAL BOND FUND
                             MFS WORLD EQUITY FUND
                     MFS NORTH CAROLINA MUNICIPAL BOND FUND
                          MFS WORLD TOTAL RETURN FUND
                      MFS PENNSYLVANIA MUNICIPAL BOND FUND
                                 MFS BOND FUND
                     MFS SOUTH CAROLINA MUNICIPAL BOND FUND
                           MFS LIMITED MATURITY FUND
                       MFS TENNESSEE MUNICIPAL BOND FUND
                          MFS GOVERNMENT MORTGAGE FUND
                         MFS TEXAS MUNICIPAL BOND FUND
                      MFS GOVERNMENT LIMITED MATURITY FUND
                        MFS VIRGINIA MUNICIPAL BOND FUND
                         MFS GOVERNMENT SECURITIES FUND
                       MFS WASHINGTON MUNICIPAL BOND FUND
                              MFS HIGH INCOME FUND
                     MFS WEST VIRGINIA MUNICIPAL BOND FUND
                           MFS STRATEGIC INCOME FUND
                      MFS MUNICIPAL LIMITED MATURITY FUND
                           MFS WORLD GOVERNMENTS FUND
                            MFS MUNICIPAL BOND FUND
                             MFS WORLD GROWTH FUND
                           MFS MUNICIPAL INCOME FUND
                                  MFS OTC FUND
                               MFS RESEARCH FUND
                         MFS MUNICIPAL HIGH INCOME FUND
                        MFS WORLD ASSET ALLOCATION FUND
                        MFS GOVERNMENT MONEY MARKET FUND
                             MFS MONEY MARKET FUND

                      Supplement to the Current Prospectus

         The following  information  supplements the disclosure  found under the
caption  "Information  Concerning  Shares  of  the  Fund  -  Purchases"  in  the
Prospectus:


        MFS Fund  Distributors,  Inc.  ("MFD"),  the distributor of each of the
        above-named funds (the "Funds"), has entered into a five-year exclusive
        marketing agreement with IBAA Financial Services Corporation  ("IBFS"),
        pursuant  to  which  MFD has  paid  IBFS,  as  compensation  for  IBFS'
        selection of the Funds for its exclusive marketing program,  the use of
        the IBFS name and  logo,  and the  marketing  and  distribution  of the
        Funds,  two initial  payments for the first two years of such agreement
        (I.E. 1993 and 1994) to be used by IBFS for marketing,  administrative,
        legal,   registration  and  other  general  expenses.   Thereafter,  as
        additional  compensation  for IBFS'  marketing and  distribution of the
        Funds,  MFD has  agreed  to pay IBFS an  annual  amount  (subject  to a
        minimum)  based  upon the value of  shares of the Funds for which  IBFS
        acts as  broker-dealer  of record plus the value of shares of the Funds
        sold by IBFS during such year.

                  The date of this Supplement is July 18, 1995
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                              MFS High Income Fund
                      (a series of MFS Series Trust III)

                    Supplement to be affixed to the current
                    Prospectus for distribution in Indiana

      The Fund invests  primarily in securities  (commonly  known as
      "junk  bonds")  which  are  ordinarily  in  the  lower  rating
      categories  of recognized  rating  agencies or are unrated and
      generally involve greater volatility of price and risk of loss
      of principal and interest income than securities in the higher
      rating categories.  An investment in shares of the Fund should
      not be considered to constitute a complete  investment program
      and investors  should  carefully  assess the risks  associated
      with an investment in this Fund.

                 This date of this Supplement is June 1, 1996


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