MFS SERIES TRUST III
497, 1998-09-03
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<PAGE>

                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus


         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Advest,  Inc. 100% of the applicable sales charge on sales of Class
A shares of the Fund sold by them during the Sales Period. In addition, MFD will
pay Advest, Inc. an additional  commission equal to 0.50% of the net asset value
of all of the Class B shares of the Fund sold by them during the Sales Period.


               The date of this Supplement is September 1, 1998.




<PAGE>


                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1998  through  November  30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Citicorp  Investment  Services,  Inc. 100% of the applicable  sales
charge  on sales of Class A shares  of the Fund  sold by them  during  the Sales
Period.  In  addition,  MFD will  pay  Citicorp  Investment  Services,  Inc.  an
additional  commission equal to 0.50% of the net asset value of all of the Class
B shares of the Fund sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.



<PAGE>
                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998  through  November  30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Cuna Brokerage  Services,  Inc. 100% of the applicable sales charge
on sales of Class A shares of the Fund sold by them during the Sales Period.  In
addition,  MFD will pay Cuna Brokerage Services,  Inc. an additional  commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.




<PAGE>
 


                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from September 1, 1998, through November 30, 1998
(unless extended by MFS Fund Distributors, Inc. ("MFD")) (the "Sales Period"),
MFD will pay A. G. Edwards & Sons, Inc. 100% of the applicable sales charge on
sales of Class A shares of the Fund sold by them during the Sales Period.  In
addition, MFD will pay A. G. Edwards & Sons, Inc. an additional commission
equal to 0.50% of the net asset value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.



<PAGE>


                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Everen Securities, Inc.100% of the applicable sales charge on sales
of Class A shares of the Fund sold by them during the Sales Period. In addition,
MFD will pay Everen Securities,  Inc. an additional commission equal to 0.50% of
the net asset value of all of the Class B shares of the Fund sold by them during
the Sales Period.



               The date of this Supplement is September 1, 1998.


<PAGE>



                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay EQ Financial Consultants,  Inc. 100% of the applicable sales charge
on sales of Class A shares of the Fund sold by them during the Sales Period.  In
addition, MFD will pay EQ Financial  Consultants,  Inc. an additional commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.



<PAGE>




                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus


         During the period from  September  1, 1998  through  November  30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Invest  Financial  Corporation,  Investment  Centers of America and
AmeriStar Capital Markets,  Inc. 100% of the applicable sales charge on sales of
Class A shares of the Fund sold by them during the Sales  Period.  In  addition,
MFD will pay Invest  Financial  Corporation,  Investment  Centers of America and
AmeriStar Capital Markets,  Inc. an additional  commission equal to 0.50% of the
net asset value of all of the Class B shares of the Fund sold by them during the
Sales Period.


               The date of this Supplement is September 1, 1998.




<PAGE>

                         MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Linsco/Private  Ledger Corp. 100% of the applicable sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition,  MFD will pay  Linsco/Private  Ledger Corp. an  additional  commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.


<PAGE>



                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Locust  Securities,  Inc.  100% of the  applicable  sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition, MFD will pay Locust Securities, Inc. an additional commission equal to
0.50% of the net  asset  value of all of the  Class B shares of the Fund sold by
them during the Sales Period.



               The date of this Supplement is September 1, 1998.


<PAGE>

                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay MML Investors Services, Inc. 100% of the applicable sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition,  MFD will pay MML Investors  Services,  Inc. an additional  commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.


<PAGE>
                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998  through  November  30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay NatCity  Investments,  Inc. 100% of the applicable  sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition, MFD will pay NatCity Investments,  Inc. an additional commission equal
to 0.50% of the net asset value of all of the Class B shares of the Fund sold by
them during the Sales Period.



               The date of this Supplement is September 1, 1998.



<PAGE>
                     MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Nathan & Lewis Securities, Inc. 100% of the applicable sales charge
on sales of Class A shares of the Fund sold by them during the Sales Period.  In
addition, MFD will pay Nathan & Lewis Securities,  Inc. an additional commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.



<PAGE>



                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Piper Jaffray  Inc.100% of the applicable  sales charge on sales of
Class A shares of the Fund sold by them during the Sales  Period.  In  addition,
MFD will pay Piper Jaffray Inc.an  additional  commission  equal to 0.50% of the
net asset value of all of the Class B shares of the Fund sold by them during the
Sales Period.



               The date of this Supplement is September 1, 1998.


<PAGE>






                       MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus


         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Securities  America,  Inc. 100% of the  applicable  sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition,  MFD will pay Securities America,  Inc. an additional commission equal
to 0.50% of the net asset value of all of the Class B shares of the Fund sold by
them during the Sales Period.


               The date of this Supplement is September 1, 1998.




<PAGE>

                        MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND

                      Supplement to the Current Prospectus



         During the period from  September  1, 1998,  through  November 30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Vestax  Securities  Corp.  100% of the  applicable  sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition, MFD will pay Vestax Securities Corp. an additional commission equal to
0.50% of the net  asset  value of all of the  Class B shares of the Fund sold by
them during the Sales Period.



               The date of this Supplement is September 1, 1998.




<PAGE>


                       MFS(R) CAPITAL OPPORTUNITIES FUND
                              MFS(R) UTILITIES FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1998  through  November  30, 1998
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Wells Fargo Securities, Inc. 100% of the applicable sales charge on
sales of Class A shares of the Fund sold by them  during  the Sales  Period.  In
addition,  MFD will pay Wells Fargo  Securities,  Inc. an additional  commission
equal to 0.50% of the net  asset  value of all of the Class B shares of the Fund
sold by them during the Sales Period.



               The date of this Supplement is September 1, 1998.



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