MFS SERIES TRUST III
497, 1999-06-04
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                          Massachusetts Investors Trust
                    Massachusetts Investors Growth Stock Fund
                           MFS(R) Capital Growth Fund
                           MFS(R) Emerging Growth Fund
                      MFS(R) Gold & Natural Resources Fund
                        MFS(R) Growth Opportunities Fund
                           MFS(R) Managed Sectors Fund
                                 MFS(R) OTC Fund
                              MFS(R) Research Fund
                                MFS(R) Value Fund
                            MFS(R) Total Return Fund
                              MFS(R) Utilities Fund
                                MFS(R) Bond Fund
                         MFS(R) Government Mortgage Fund
                        MFS(R) Government Securities Fund
                             MFS(R) High Income Fund
                         MFS(R) Intermediate Income Fund
                          MFS(R) Strategic Income Fund
                     MFS(R) Government Limited Maturity Fund
                          MFS(R) Limited Maturity Fund
                            MFS(R) World Equity Fund
                          MFS(R) World Governments Fund
                            MFS(R) World Growth Fund
                         MFS(R) World Total Return Fund
                       MFS(R) World Asset Allocation Fund
                            MFS(R) Cash Reserve Fund
                       MFS(R) Government Money Market Fund
                            MFS(R) 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 net  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(R) CASH RESERVE FUND
                    MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                            MFS(R) TOTAL RETURN FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                        MFS(R) GROWTH OPPORTUNITIES FUND
           MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
                           MFS(R) EMERGING GROWTH FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                           MFS(R) CAPITAL GROWTH FUND
                       MFS(R) ALABAMA MUNICIPAL BOND FUND
                         MFS(R) INTERMEDIATE INCOME FUND
                       MFS(R) ARKANSAS MUNICIPAL BOND FUND
                      MFS(R) GOLD & NATURAL RESOURCES FUND
                      MFS(R) CALIFORNIA MUNICIPAL BOND FUND
                           MFS(R) MANAGED SECTORS FUND
                       MFS(R) FLORIDA MUNICIPAL BOND FUND
                                MFS(R) VALUE FUND
                       MFS(R) GEORGIA MUNICIPAL BOND FUND
                              MFS(R) UTILITIES FUND
                       MFS(R) MARYLAND MUNICIPAL BOND FUND
                            MFS(R) WORLD EQUITY FUND
                    MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
                         MFS(R) WORLD TOTAL RETURN FUND
                     MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
                                MFS(R) BOND FUND
                       MFS(R) NEW YORK MUNICIPAL BOND FUND
                          MFS(R) LIMITED MATURITY FUND
                    MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
                         MFS(R) GOVERNMENT MORTGAGE FUND
                     MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
                     MFS(R) GOVERNMENT LIMITED MATURITY FUND
                    MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
                        MFS(R) GOVERNMENT SECURITIES FUND
                      MFS(R) TENNESSEE MUNICIPAL BOND FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) STRATEGIC INCOME FUND
                    MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) WORLD GOVERNMENTS FUND
                     MFS(R) MUNICIPAL LIMITED MATURITY FUND
                            MFS(R) WORLD GROWTH FUND
                           MFS(R) MUNICIPAL BOND FUND
                                 MFS(R) OTC FUND
                          MFS(R) MUNICIPAL INCOME FUND
                        MFS(R) MUNICIPAL HIGH INCOME FUND
                              MFS(R) RESEARCH FUND
                       MFS(R) GOVERNMENT MONEY MARKET FUND
                       MFS(R) WORLD ASSET ALLOCATION FUND
                          MASSACHUSETTS INVESTORS TRUST
                            MFS(R) MONEY MARKET FUND
                     MFS(R) RESEARCH GROWTH AND INCOME 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 long-term exclusive
         marketing agreement with IBAA Financial Services Corporation  ("IBFS"),
         pursuant  to  which  MFD  has  agreed  to  pay  IBFS,   as   additional
         compensation  for IBFS'  marketing and  distribution  of the Funds,  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 February 1, 1997.

<PAGE>


                            MFS(R) CASH RESERVE FUND
           MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
                            MFS(R) TOTAL RETURN FUND
                    MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                        MFS(R) GROWTH OPPORTUNITIES FUND
                           MFS(R) EMERGING GROWTH FUND
                       MFS(R) ALABAMA MUNICIPAL BOND FUND
                           MFS(R) CAPITAL GROWTH FUND
                       MFS(R) ARKANSAS MUNICIPAL BOND FUND
                         MFS(R) INTERMEDIATE INCOME FUND
                      MFS(R) CALIFORNIA MUNICIPAL BOND FUND
                          MASSACHUSETTS INVESTORS TRUST
                       MFS(R) FLORIDA MUNICIPAL BOND FUND
                           MFS(R) MANAGED SECTORS FUND
                       MFS(R) GEORGIA MUNICIPAL BOND FUND
                                MFS(R) VALUE FUND
                       MFS(R) MARYLAND MUNICIPAL BOND FUND
                              MFS(R) UTILITIES FUND
                    MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
                            MFS(R) WORLD EQUITY FUND
                     MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
                         MFS(R) WORLD TOTAL RETURN FUND
                       MFS(R) NEW YORK MUNICIPAL BOND FUND
                                MFS(R) BOND FUND
                    MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
                          MFS(R) LIMITED MATURITY FUND
                     MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
                         MFS(R) GOVERNMENT MORTGAGE FUND
                    MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
                     MFS(R) GOVERNMENT LIMITED MATURITY FUND
                      MFS(R) TENNESSEE MUNICIPAL BOND FUND
                        MFS(R) GOVERNMENT SECURITIES FUND
                       MFS(R) VIRGINIA MUNICIPAL BOND FUND
                             MFS(R) HIGH INCOME FUND
                    MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) STRATEGIC INCOME FUND
                     MFS(R) MUNICIPAL LIMITED MATURITY FUND
                          MFS(R) WORLD GOVERNMENTS FUND
                           MFS(R) MUNICIPAL BOND FUND
                            MFS(R) WORLD GROWTH FUND
                          MFS(R) MUNICIPAL INCOME FUND
                                 MFS(R) OTC FUND
                              MFS(R) RESEARCH FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                       MFS(R) WORLD ASSET ALLOCATION FUND
                            MFS(R) MONEY MARKET FUND
                        MFS(R) MUNICIPAL HIGH INCOME FUND
                       MFS(R) GOVERNMENT MONEY MARKET FUND
                     MFS(R) RESEARCH GROWTH AND INCOME FUND
                          MFS(R) STRATEGIC GROWTH FUND


                      Supplement to the Current Prospectus


The following  provisions  shall apply to any  retirement  plan (each a "Merrill
Lynch Daily K Plan") whose records are maintained on a daily  valuation basis by
either Merrill Lynch, Pierce, Fenner & Smith Incorporated  ("Merrill Lynch"), or
by an independent  recordkeeper (an "Independent  Recordkeeper")  whose services
are provided through a contract or alliance  arrangement with Merrill Lynch, and
with respect to which the sponsor of such plan has entered into a  recordkeeping
service   agreement   with  Merrill  Lynch  (a  "Merrill   Lynch   Recordkeeping
Agreement").

The initial  sales  charge  imposed on purchases of Class A shares of the Funds,
and the contingent deferred sales charge ("CDSC") imposed on certain redemptions
of Class A shares of the Funds,  is waived in the following  circumstances  with
respect to a Merrill Lynch Daily K Plan:

         (i)      if, on the date the Plan  sponsor  signs the  Merrill  Lynch
                  Recordkeeping  Agreement,  such Plan has $3  million or more
                  in assets invested in  broker-dealer  sold funds not advised
                  or managed by Merrill Lynch Asset  Management L.P.  ("MLAM")
                  that are  made  available  pursuant  to  agreements  between
                  Merrill  Lynch and such  funds'  principal  underwriters  or
                  distributors,  and in  funds  advised  or  managed  by  MLAM
                  (collectively, the "Applicable Investments"); or

         (ii)     if  such  Plan's  records  are  maintained  by an  Independent
                  Recordkeeper  and,  on the  date the Plan  sponsor  signs  the
                  Merrill  Lynch  Recordkeeping  Agreement,  such  Plan  has  $3
                  million  or more in  assets,  excluding  money  market  funds,
                  invested in Applicable Investments; or
<PAGE>

         (iii)    such Plan has 500 or more eligible employees, as determined by
                  the Merrill Lynch plan conversion manager on the date the Plan
                  sponsor signs the Merrill Lynch Recordkeeping Agreement.

         The CDSC imposed on redemptions of Class B shares of the Fund is waived
         in the following  circumstances with respect to a Merrill Lynch Daily K
         Plan:

         (i)      if,  on the date the Plan  sponsor  signs  the  Merrill  Lynch
                  Recordkeeping Agreement, such Plan has less than $3 million in
                  assets invested in Applicable Investments;

         (ii)     if  such  Plan's  records  are  maintained  by an  independent
                  recordkeeper  and,  on the  date the Plan  sponsor  signs  the
                  Merrill Lynch Recordkeeping Agreement, such Plan has less than
                  $3 million  dollars in assets,  excluding  money market funds,
                  invested in Applicable Investments; or

         (iii)    such Plan has fewer than 500 eligible employees, as determined
                  by the Merrill Lynch plan  conversion  manager on the date the
                  Plan sponsor signs the Merrill Lynch Recordkeeping Agreement.

No front-end  commissions are paid with respect to any Class A or Class B shares
of the Fund purchased by any Merrill Lynch Daily K Plan.

                 The date of this Supplement is June 5, 1997.
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                           MFS(R) Managed Sectors Fund
                            MFS(R) World Growth Fund
                            MFS(R) Cash Reserve Fund
                                MFS(R) Bond Fund
                       MFS(R) World Asset Allocation Fund
                          MFS(R) Limited Maturity Fund
                             MFS(R) Core Growth Fund
                     MFS(R) Municipal Limited Maturity Fund
                        MFS(R) Special Opportunities Fund
                         MFS(R) Government Mortgage Fund
                       MFS(R) Convertible Securities Fund
                        MFS(R) International Growth Fund
                              MFS(R) Blue Chip Fund
                   MFS(R) International Growth and Income Fund
                       MFS(R) Science and Technology Fund
               MFS/Foreign & Colonial Emerging Markets Equity Fund
                            MFS(R) New Discovery Fund
                       MFS(R) Alabama Municipal Bond Fund
                     MFS(R) Research Growth and Income Fund
                       MFS(R) Arkansas Municipal Bond Fund
                            MFS(R) Equity Income Fund
                      MFS(R) California Municipal Bond Fund
                       MFS(R) Research International Fund
                       MFS(R) Florida Municipal Bond Fund
                          MFS(R) Strategic Growth Fund
                       MFS(R) Georgia Municipal Bond Fund
                           MFS(R) Emerging Growth Fund
                       MFS(R) Maryland Municipal Bond Fund
                          MFS(R) Large Cap Growth Fund
                    MFS(R) Massachusetts Municipal Bond Fund
                         MFS(R) Intermediate Income Fund
                     MFS(R) Mississippi Municipal Bond Fund
                             MFS(R) High Income Fund
                       MFS(R) New York Municipal Bond Fund
                        MFS(R) Municipal High Income Fund
                    MFS(R) North Carolina Municipal Bond Fund
                            MFS(R) Money Market Fund
                     MFS(R) Pennsylvania Municipal Bond Fund
                       MFS(R) Government Money Market Fund
                    MFS(R) South Carolina Municipal Bond Fund
                           MFS(R) Municipal Bond Fund
                      MFS(R) Tennessee Municipal Bond Fund
                           MFS(R) Mid Cap Growth Fund
                       MFS(R) Virginia Municipal Bond Fund
                            MFS(R) Total Return Fund
                    MFS(R) West Virginia Municipal Bond Fund
                              MFS(R) Research Fund
                          MFS(R) Municipal Income Fund
                         MFS(R) World Total Return Fund
                        MFS(R) Union Standard Equity Fund
                              MFS(R) Utilities Fund
                        MFS(R) Growth Opportunities Fund
                            MFS(R) World Equity Fund
                        MFS(R) Government Securities Fund
                          MFS(R) World Governments Fund
                    Massachusetts Investors Growth Stock Fund
                                MFS(R) Value Fund
                     MFS(R) Government Limited Maturity Fund
                          MFS(R) Strategic Income Fund
                          Massachusetts Investors Trust

                      Supplement to the Current Prospectus

Until terminated by MFS Fund Distributors, Inc. ("MFD"), the Funds' distributor,
MFD will incur, on behalf of Royal Alliance  Associates,  Inc., up to $15 toward
the  ticket  charge  with  respect to  purchases  of shares of any MFS Fund made
through the GOLD Select Program.  MFD will not incur such charge with respect to
redemptions or repurchases of Fund shares,  exchanges of Fund shares,  or shares
purchased or redeemed through systematic investment or withdrawal plans.

                 The date of this Supplement is October 1, 1997.

<PAGE>

                           MFS(R) Managed Sectors Fund
                     MFS(R) Municipal Limited Maturity Fund
                            MFS(R) Cash Reserve Fund
                         MFS(R) Government Mortgage Fund
                       MFS(R) World Asset Allocation Fund
                       MFS(R) Alabama Municipal Bond Fund
                            MFS(R) New Discovery Fund
                       MFS(R) Arkansas Municipal Bond Fund
                     MFS(R) Research Growth and Income Fund
                      MFS(R) California Municipal Bond Fund
                            MFS(R) Equity Income Fund
                       MFS(R) Florida Municipal Bond Fund
                          MFS(R) Strategic Growth Fund
                       MFS(R) Georgia Municipal Bond Fund
                       MFS(R) Research International Fund
                       MFS(R) Maryland Municipal Bond Fund
                           MFS(R) Emerging Growth Fund
                    MFS(R) Massachusetts Municipal Bond Fund
                          MFS(R) Large Cap Growth Fund
                     MFS(R) Mississippi Municipal Bond Fund
                         MFS(R) Intermediate Income Fund
                       MFS(R) New York Municipal Bond Fund
                             MFS(R) High Income Fund
                    MFS(R) North Carolina Municipal Bond Fund
                        MFS(R) Municipal High Income Fund
                     MFS(R) Pennsylvania Municipal Bond Fund
                           MFS(R) Municipal Bond Fund
                    MFS(R) South Carolina Municipal Bond Fund
                           MFS(R) Mid Cap Growth Fund
                      MFS(R) Tennessee Municipal Bond Fund
                            MFS(R) Total Return Fund
                       MFS(R) Virginia Municipal Bond Fund
                              MFS(R) Research Fund
                    MFS(R) West Virginia Municipal Bond Fund
                         MFS(R) World Total Return Fund
                          MFS(R) Municipal Income Fund
                              MFS(R) Utilities Fund
                        MFS(R) Union Standard Equity Fund
                            MFS(R) World Equity Fund
                        MFS(R) Growth Opportunities Fund
                          MFS(R) World Governments Fund
                        MFS(R) Government Securities Fund
                                MFS(R) Value Fund
                    Massachusetts Investors Growth Stock Fund
                          MFS(R) Strategic Income Fund
                     MFS(R) Government Limited Maturity Fund
                            MFS(R) World Growth Fund
                          Massachusetts Investors Trust
                                MFS(R) Bond Fund
                        MFS(R) International Growth Fund
                          MFS(R) Limited Maturity Fund
                   MFS(R) International Growth and Income Fund
                            MFS(R) Money Market Fund
               MFS/Foreign & Colonial Emerging Markets Equity Fund
                       MFS(R) Government Money Market Fund


                      SUPPLEMENT TO THE CURRENT PROSPECTUS

This supplement describes certain changes, effective immediately, to each Fund's
Prospectus.

1. DEFINITION OF "DEALER". As used in the Prospectus and any appendices thereto,
the term  "dealer"  includes  any broker,  dealer,  bank  (including  bank trust
departments),  registered  investment  adviser,  financial planner and any other
financial  institutions  having a selling  agreement or other similar  agreement
with MFS Fund Distributors,  Inc. ("MFD").  The use of the defined term "dealer"
does not mean or imply that any such  financial  intermediary  necessarily  is a
"dealer" for purposes of any federal or state laws,  rules or regulations or any
self-regulatory organization's rules.


2. CHANGES TO SALES CHARGE  WAIVER  CATEGORIES.  Appendix A to the  Prospectus,
which describes waivers of sales charges, is amended as follows:


     Wrap  Account  and Fund  "Supermarket"  Investments.  The  waiver  category
     entitled "2. Wrap Account  Investments" under "II. Waivers of Class A Sales
     Charges" is amended to read in its entirety as follows:

              2.      Wrap  Account and Fund  "Supermarket"  Investments  Shares
                      acquired by investments through certain dealers (including
                      registered  investment  advisers and  financial  planners)
                      which have established  certain  operational  arrangements
                      with MFD which include a  requirement  that such shares be
                      sold for the sole  benefit of clients  participating  in a
                      "wrap"  account,  mutual fund  "supermarket"  account or a
                      similar program under which such clients pay a fee to such
                      dealer.
<PAGE>

3. RECEIPT OF PURCHASE AND  REDEMPTION  ORDERS.  The Fund has  authorized one or
more brokers to receive  purchase and  redemption  orders on behalf of the Fund.
Such  brokers  are  authorized  to  designate  other  intermediaries  to receive
purchase and redemption orders on behalf of the Fund. The Fund will be deemed to
have  received a purchase or redemption  order when an authorized  broker or, if
applicable, a broker's authorized designee,  receives the order. Customer orders
will be priced  at the net asset  value of the Fund  next  computed  after  such
orders are received by an authorized broker or the broker's authorized designee.

                 The date of this Supplement is March 16, 1998.

<PAGE>

                           MFS(R) Managed Sectors Fund
                          MFS(R) Limited Maturity Fund
                            MFS(R) Cash Reserve Fund
                     MFS(R) Municipal Limited Maturity Fund
                       MFS(R) Global Asset Allocation Fund
                         MFS(R) Government Mortgage Fund
                            MFS(R) New Discovery Fund
                        MFS(R) International Growth Fund
                     MFS(R) Research Growth and Income Fund
                   MFS(R) International Growth and Income Fund
                            MFS(R) Equity Income Fund
               MFS/Foreign & Colonial Emerging Markets Equity Fund
                       MFS(R) Research International Fund
                       MFS(R) Alabama Municipal Bond Fund
                          MFS(R) Strategic Growth Fund
                       MFS(R) Arkansas Municipal Bond Fund
                           MFS(R) Emerging Growth Fund
                      MFS(R) California Municipal Bond Fund
                          MFS(R) Large Cap Growth Fund
                       MFS(R) Florida Municipal Bond Fund
                         MFS(R) Intermediate Income Fund
                       MFS(R) Georgia Municipal Bond Fund
                             MFS(R) High Income Fund
                       MFS(R) Maryland Municipal Bond Fund
                        MFS(R) Municipal High Income Fund
                    MFS(R) Massachusetts Municipal Bond Fund
                      MFS(R) High Yield Opportunities Fund
                     MFS(R) Mississippi Municipal Bond Fund
                            MFS(R) Money Market Fund
                       MFS(R) New York Municipal Bond Fund
                       MFS(R) Government Money Market Fund
                    MFS(R) North Carolina Municipal Bond Fund
                           MFS(R) Municipal Bond Fund
                     MFS(R) Pennsylvania Municipal Bond Fund
                           MFS(R) Mid Cap Growth Fund
                    MFS(R) South Carolina Municipal Bond Fund
                            MFS(R) Total Return Fund
                      MFS(R) Tennessee Municipal Bond Fund
                              MFS(R) Research Fund
                       MFS(R) Virginia Municipal Bond Fund
                         MFS(R) Global Total Return Fund
                    MFS(R) West Virginia Municipal Bond Fund
                              MFS(R) Utilities Fund
                          MFS(R) Municipal Income Fund
                            MFS(R) Global Equity Fund
                        MFS(R) Growth Opportunities Fund
                         MFS(R) Global Governments Fund
                        MFS(R) Government Securities Fund
                        MFS(R) Capital Opportunities Fund
                    Massachusetts Investors Growth Stock Fund
                          MFS(R) Strategic Income Fund
                     MFS(R) Government Limited Maturity Fund
                            MFS(R) Global Growth Fund
                          Massachusetts Investors Trust
                                MFS(R) Bond Fund
                        MFS(R) Union Standard Equity Fund


                      SUPPLEMENT TO THE CURRENT PROSPECTUS


Until terminated by MFS Fund Distributors, Inc. ("MFD"), the Funds' distributor,
MFD will incur, on behalf of H. D. Vest Investment Securities, Inc., the initial
ticket  charge of $15 with  respect to  purchases of shares of any MFS fund made
through  VESTADVISOR  accounts.  MFD will not incur such charge with  respect to
redemptions or repurchases of fund shares,  exchanges of fund shares,  or shares
purchased or redeemed through systematic investment or withdrawal plans.


              The date of this Supplement is September 15, 1998.


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