MFS SERIES TRUST III
497, 1996-01-04
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                              MFS HIGH INCOME FUND


Supplement  to  the  June  1,  1995   Prospectus  and  Statement  of  Additional
Information

The section of the Prospectus  entitled  "Expense  Summary" is hereby revised as
follows:

1.  EXPENSE SUMMARY

Shareholder Transaction Expenses:                  Class A   Class B    Class C

 Maximum Initial Sales Charge Imposed
  on Purchases of Fund Shares (as a
  percentage of offering price)..................   4.75%     0.00%      0.00%
 Maximum Contingent Deferred Sales Charge
 (as a percentage of original purchase price
  or redemption proceeds, as applicable)......... See Below1  4.00%      0.00%

Annual  Operating  Expenses of the Fund (as a  percentage  of average  daily net
assets):

  Management Fees................................   0.45%     0.45%      0.45%
  Rule 12b-1 Fees................................   0.27%2    1.00%3     1.00%3
  Other Expenses.................................   0.32%     0.40%      0.34%
  Total Operating Expenses.......................   1.04%     1.85%      1.79%
- -----------------------------
1. Purchases of $1 million or more are not subject to an initial  sales charge;
however,  a contingent  deferred sales charge  ("CDSC") of 1% will be imposed on
such purchases in the event of certain redemption  transactions within 12 months
following such purchases (see "Purchases").

2. The Fund has adopted a Distribution Plan for its Class A shares in accordance
with Rule 12b-1 under the Investment  Company Act of 1940, as amended (the "1940
Act"), which provides that it will pay distribution/service  fees aggregating up
to (but not  necessarily all of) 0.35% per annum of the average daily net assets
attributable to Class A shares (see "Distribution Plans").  Currently, a portion
of the 0.10% per  annum  distribution  fee equal to 0.05% per annum is not being
imposed  and will become  payable on such date as the  Trustees of the Trust may
determine.  The 0.25% per annum  service  fee is  reduced to 0.15% per annum for
shares sold prior to March 1, 1991.  Distribution expenses paid under this Plan,
together with the initial sales charge, may cause long-term  shareholders to pay
more than the maximum sales charge that would have been  permissible  if imposed
entirely as an initial sales charge.

3. The Fund has  adopted  separate  Distribution  Plans  for its Class B and its
Class C shares in accordance  with Rule 12b-1 under the 1940 Act, which provides
that it will pay distribution/service  fees aggregating up to 1.00% per annum of
the average  daily net assets  attributable  to Class B shares under the Class B
Distribution  Plan and the Class C shares  under the Class C  Distribution  Plan
(see  "Distribution  Plans").  Distribution  expenses  paid under  these  Plans,
together  with any CDSC payable  upon  redemption  of Class B shares,  may cause
long-term shareholders to pay more than the maximum sales charge that would have
been permissible if imposed entirely as an initial sales charge.

                             Example of Expenses

An  investor  would pay the  following  dollar  amounts of  expenses on a $1,000
investment in the Fund,  assuming (a) a 5% annual  return and (b)  redemption at
the end of each of the time periods indicated (unless otherwise noted):

Period                                Class A         Class B          Class C
                                                             (1)
 1 year........................         $ 58      $ 59       $ 19       $ 18
 3 years.......................           79        88         58         56
 5 years.......................          102       120        100         97
10 years.......................          169       196(2)     196(2)     211
- -----------------------------
1.   Assumes no redemption.
2.   Class B shares  convert to Class A shares approximately eight years after
purchase; therefore, years nine and ten reflect Class A expenses.

The purpose of the expense table above is to assist  investors in  understanding
the various costs and expenses that a shareholder of the Fund will bear directly
or indirectly. More complete descriptions of the following Fund expenses are set
forth in the following sections:  (i) varying sales charges on share purchases -
"Purchases";  (ii)  varying  CDSCs  -  "Purchases";   (iii)  management  fees  -
"Investment  Adviser";  and (iv) Rule  12b-1  (i.e.,  distribution  plan) fees -
"Distribution Plans."

The "Example" set forth above should not be considered a representation  of past
or future  expenses  of the Fund;  actual  expenses  may be greater or less than
those shown.

                                       * * *


Page 25 of the Prospectus and page 23 of the Statement of Additional Information
are each revised to delete sentences  stating that MFS Fund  Distributors,  Inc.
("MFD") is currently  waiving the 0.10% per annum  distribution fee with respect
to Class A shares.  These  sentences are replaced in their  entirety as follows:
"MFD is currently  receiving a portion of the 0.10% per annum  distribution  fee
equal to 0.05% per annum;  the  remaining  0.05% of this  distribution  fee will
become payable on such date as the Trustees of the Trust may determine."

                    The date of this  Supplement is January 1, 1996.


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