MFS SERIES TRUST III
497, 1999-09-28
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<PAGE>
                             MFS(R) HIGH INCOME FUND

           Supplement dated June 1, 1999 (as revised October 1, 1999)
                           to the Current Prospectus

     This  Supplement  describes the fund's class I shares,  and it  supplements
certain  information  in the fund's  Prospectus  dated June 1, 1999. The caption
headings used in this Supplement  correspond  with the caption  headings used in
the Prospectus.

     You may purchase  class I shares only if you are an eligible  institutional
investor, as described under the caption "Description of Share Classes" below.

1.   RISK RETURN SUMMARY

     Performance Table. The "Performance  Table" is intended to indicate some of
the risks of investing in the fund by showing changes in the fund's  performance
over time.  The table is intended to indicate  some of the risks of investing in
the fund by showing  changes in the fund's  performance  over time. The table is
supplemented as follows:

     Average Annual Total Returns as of December 31, 1998
<TABLE>
<CAPTION>
         <S>                                                                        <C>           <C>            <C>
                                                                                    1 Year        5 Years        10 Years
                                                                                    ------        -------        --------
         Class I shares.................................................            1.15%           8.01%          9.58%
         Lehman Brothers High Yield Composite Bond Index+*..............           (0.05)%          9.52%          7.63%
         Average High Current Yield Bond Fund+..........................           (0.44)%          7.37%          9.34%
</TABLE>
- -----------------
+    Source: Lipper Analytical Services, Inc.
*    The Lehman Brothers High Yield Composite Bond Index is a broad based marked
     value-weighted   index  that  tracks  the  total  return   performance   of
     non-investment grade, fixed-rate,  publicly placed,  dollar-denominated and
     non-convertible  debt  registered  with the U.S.  Securities  and  Exchange
     Commission (SEC).

     The fund  commenced  investment  operations  on February  17, 1978 with the
offering of class A shares,  and subsequently  offered class I shares on January
2, 1997. Class I share performance  includes the performance of the fund's class
A shares for periods prior to the offering of class I shares. This blended class
I share performance has been adjusted to take into account the fact that class I
shares have no initial sales charge  (load).  This blended  performance  has not
been  adjusted to take into  account  differences  in class  specific  operating
expenses.  Because operating  expenses of class I shares are lower than those of
class A  shares,  this  blended  class I share  performance  is  lower  than the
performance  of class I shares  would have been had class I shares been  offered
for the entire period.

2.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
may pay  when  you buy,  redeem  and  hold  shares  of the  fund.  The  table is
supplemented as follows:

     Annual  Fund  Operating  Expenses  (expenses  that are  deducted  from fund
assets):

         Management Fees......................................       0.45%
         Distribution and Service (12b-1) Fees................       0.00%
         Other Expenses(1)....................................       0.24%
         Total Annual Fund Operating Expenses.................       0.69%
- -----------------
(1)  The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian  and  dividend  disbursing  agent.  The fund may enter into other
     similar arrangements and directed brokerage arrangements,  which would also
     have the effect of reducing the fund's  expenses.  "Other  Expenses" do not
     take into account these expense reductions,  and therefore do not represent
     the actual expenses of the fund.

                                       1
<PAGE>
     Example of Expenses.  The  "Example of Expenses"  table is intended to help
you  compare the cost of  investing  in the fund with the cost of  investing  in
other mutual funds. The table is supplemented as follows:

          Share Class    Year 1        Year 3         Year 5      Year 10
          -----------    ------        ------         ------      -------

       Class I shares     $70           $221           $384         $859

3.   DESCRIPTIONS OF SHARE CLASSE

     The "Description of Share Classes" is supplemented as follows:

     If you are an eligible institutional investor (as described below), you may
purchase  class I shares at net asset value  without an initial  sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.

     The following eligible institutional investors may purchase class I shares:

     o    certain  retirement plans  established for the benefit of employees of
          MFS and employees of MFS' affiliates;

     o    any  fund  distributed  by MFS,  if the  fund  seeks  to  achieve  its
          investment  objective by investing primarily in shares of the fund and
          other MFS funds;

     o    any retirement plan, endowment or foundation which:

               purchases  shares  directly  through MFD (rather  than  through a
               third party broker or dealer or other financial adviser),

               has, at the time of purchase of class I shares,  aggregate assets
               of at least $100 million, and

               invests at least $10 million in class I shares of the fund either
               alone or in  combination  with  investments  in class I shares of
               other  MFS  Funds  (additional  investments  may be  made  in any
               amount).

MFD may accept  purchases  from smaller  plans,  endowments or foundations or in
smaller  amounts if it  believes,  in its sole  discretion,  that such  entity's
aggregate  assets  will equal or exceed $100  million,  or that such entity will
make additional  investments  which will cause its total  investment to equal or
exceed $10 million, within a reasonable period of time;

     o    bank trust  departments  or law firms acting as trustee or manager for
          trust accounts which, on behalf of their clients (i) initially  invest
          at least  $100,000 in class I shares of the fund or (ii) have,  at the
          time of purchase of class I shares,  aggregate  assets of at least $10
          million  invested  in class I shares  of the fund  either  alone or in
          combination with investments in class I shares of other MFS Funds. MFD
          may  accept  purchases  that do not meet  these  dollar  qualification
          requirements  if it  believes,  in its  sole  discretion,  that  these
          requirements   will  be  met  within  a  reasonable  period  of  time.
          Additional investments may be made in any amount; and

     o    certain  retirement  plans  offered,   administered  or  sponsored  by
          insurance companies, provided that these plans and insurance companies
          meet certain criteria established by MFD from time to time.

In no event will the fund,  MFS,  MFD or any of their  affiliates  pay any sales
commissions or  compensation  to any third party in connection  with the sale of
class I shares. The payment of any such sales commission or compensation  would,
under the fund's policies,  disqualify the purchaser as an eligible  investor in
class I shares.


                                       2
<PAGE>
4.   HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

     The  discussion  of  "How to  Purchase,  Exchange  and  Redeem  Shares"  is
supplemented as follows:

     You may purchase,  redeem and exchange class I shares only through your MFD
representative  or by contacting  MFSC (see the back cover of the Prospectus for
address  and phone  number).  You may  exchange  your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.

5.   FINANCIAL HIGHLIGHTS

     The  "Financial  Highlights"  table is intended to help you  understand the
fund's financial performance. It is supplemented as follows:

     Financial Statements - class I shares

<TABLE>
<CAPTION>
<S>                                                                     <C>             <C>              <C>
                                                                        Year Ended      Year Ended       Period Ended
                                                                          1/31/99         1/31/98         1/31/97*
                                                                        ----------      ----------       ------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                   $   5.61         $   5.35         $  5.34
Income from investment operations# -
     Net investment income                                              $   0.49         $   0.49         $  0.04
     Net realized and unrealized gain on investments
        and foreign currency transactions                                  (0.40)            0.25            0.01
             Total from investment operations                           $   0.09         $   0.74         $  0.05
Less distributions declared to shareholders from
     Net investment income                                              $  (0.48)        $  (0.48)        $ (0.04)
     In excess of net investments and foreign
        currency transactions                                              (0.01)
             Total distributions declared to shareholders               $  (0.49)
        Net asset value - end of period                                 $   5.21         $   5.61         $  5.35
Total return 1.55%                                                         14.77%            0.91%++
Ratios (to average net assets)/Supplemental data -
Expenses##   0.69%                                                          0.71%            0.59%+
Net investment income                                                       8.99%            8.86%           8.70%+
Portfolio turnover                                                          135%             137%             87%
Net assets at end of period (000,000 omitted)                                $9               $4              $3
</TABLE>
- -----------------
*    For the period  from the  inception  of class I,  January 2, 1997,  through
     January 31, 1997.
+    Annualized.
++   Not annualized.
#    Per share data are based on average shares outstanding.
##   The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian and dividend disbursing agent. The Fund's expenses are calculated
     without reduction for this expense offset arrangement.









    The date of this Supplement is June 1, 1999 (as revised October 1, 1999).

                                       3
<PAGE>

                      MFS(R) HIGH YIELD OPPORTUNITIES FUND

           Supplement dated June 1, 1999 (as revised October 1, 1999)
                           to the Current Prospectus


     This  Supplement  describes the fund's class I shares,  and it  supplements
certain  information  in the fund's  Prospectus  dated June 1, 1999. The caption
headings used in this Supplement  correspond  with the caption  headings used in
the Prospectus.

     You may purchase  class I shares only if you are an eligible  institutional
investors, as described under the caption "Description of Share Classes" below.

1.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
may pay  when  you buy,  redeem  and  hold  shares  of the  fund.  The  table is
supplemented as follows:

     Annual  Fund  Operating  Expenses  (expenses  that are  deducted  from fund
assets):

         Management Fees............................................      0.65%
         Distribution and Service (12b-1) Fees......................      0.00%
         Other Expenses(1)..........................................      3.90%
         Total Annual Fund Operating Expenses.......................      4.55%
           Fee Waiver and/or Expense Reimbursement(2)...............      3.90%
           Net Expenses.............................................      0.65%
- -----------------
(1)  The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian  and  dividend  disbursing  agent.  The fund may enter into other
     similar arrangements and directed brokerage arrangements,  which would also
     have the effect of reducing the fund's  expenses.  "Other  Expenses" do not
     take into account these expense reductions,  and therefore do not represent
     the actual expenses of the fund.

(2)  MFS has agreed to bear all of the  fund's  expenses,  excluding  management
     fees,  distribution  and  service  fees,  taxes,   extraordinary  expenses,
     brokerage  and  transaction  costs  and  class  specific   expenses.   This
     contractual  fee  arrangement  will remain in effect until at least June 1,
     2000 absent an earlier modification approved by the board of trustees which
     oversees the fund.

     Example of Expenses.  The  "Example of Expenses"  table is intended to help
you  compare the cost of  investing  in the fund with the cost of  investing  in
other mutual funds. The table is supplemented as follows:

            Share Class          Year 1      Year 3
            -----------          ------      ------

          Class I shares          $66         $208

2.   DESCRIPTIONS OF SHARE CLASSES

     The "Description of Share Classes" is supplemented as follows:

     If you are an eligible institutional investor (as described below), you may
purchase  class I shares at net asset value  without an initial  sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.


                                       1
<PAGE>

     The following eligible institutional investors may purchase class I shares:

     o    certain  retirement plans  established for the benefit of employees of
          MFS and employees of MFS' affiliates;

     o    any  fund  distributed  by MFS,  if the  fund  seeks  to  achieve  its
          investment  objective by investing primarily in shares of the fund and
          other MFS funds;

     o    any retirement plan, endowment or foundation which:

               purchases  shares  directly  through MFD (rather  than  through a
               third party broker or dealer or other financial adviser);

               has, at the time of purchase of class I shares,  aggregate assets
               of at least $100 million; and

               invests at least $10 million in class I shares of the fund either
               alone or in  combination  with  investments  in class I shares of
               other  MFS  Funds  (additional  investments  may be  made  in any
               amount).

          MFD may accept purchases from smaller plans, endowments or foundations
          or in smaller  amounts if it believes,  in its sole  discretion,  that
          such entity's  aggregate assets will equal or exceed $100 million,  or
          that such entity will make additional investments which will cause its
          total  investment to equal or exceed $10 million,  within a reasonable
          period of time;

     o    bank trust  departments  or law firms acting as trustee or manager for
          trust accounts which, on behalf of their clients (i) initially  invest
          at least  $100,000 in class I shares of the fund or (ii) have,  at the
          time of purchase of class I shares,  aggregate  assets of at least $10
          million  invested  in class I shares  of the fund  either  alone or in
          combination with investments in class I shares of other MFS Funds. MFD
          may  accept  purchases  that do not meet  these  dollar  qualification
          requirements  if it  believes,  in its  sole  discretion,  that  these
          requirements   will  be  met  within  a  reasonable  period  of  time.
          Additional investments may be made in any amount; and

     o    certain  retirement  plans  offered,   administered  or  sponsored  by
          insurance companies, provided that these plans and insurance companies
          meet certain criteria established by MFD from time to time.

     In no event  will the fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of class I shares.  The  payment of any such sales  commission  or  compensation
would,  under the fund's  policies,  disqualify  the  purchaser  as an  eligible
investor in class I shares.

3.   HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

     The  discussion  of  "How to  Purchase,  Exchange  and  Redeem  Shares"  is
supplemented as follows:

     You may purchase,  redeem and exchange class I shares only through your MFD
representative  or by contacting  MFSC (see the back cover of the Prospectus for
address  and phone  number).  You may  exchange  your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.


                                       2
<PAGE>


4.   FINANCIAL HIGHLIGHTS

     The  "Financial  Highlights"  table is intended to help you  understand the
fund's financial performance. It is supplemented as follows:

     Financial Highlights - Class I shares
<TABLE>
<CAPTION>
<S>                                                                                         <C>
                                                                                               Period Ended
                                                                                            January 31, 1999
Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                                                $ 10.00
Income from investment operations# -
     Net investment income                                                                           $  0.64
     Net realized and unrealized gain on investments and foreign currency transactions                 (1.55)
                                                                                                     --------
         Total from investment operations                                                            $ (0.91)
                                                                                                     --------
Less distributions declared to shareholders from net investment income                               $ (0.52)
In excess of net investment income                                                                   $ (0.01)
                                                                                                     --------
     Total distributions declared to shareholders                                                    $ (0.53)
Net asset value - end of period                                                                      $  8.56
                                                                                                     -------
Total return                                                                                           (8.96)%++
Ratios (to average net assets)/Supplemental data -
Expenses##                                                                                              0.65%+
Net investment income                                                                                  11.10%+
Portfolio turnover                                                                                      127%
Net assets at end of period (000 omitted)                                                                $0
</TABLE>

- -----------------
*    For the period from the inception of class I, July 1, 1998, through January
     31, 1999.
+    Annualized.
++   Not annualized.
#    Per share data are based on average shares outstanding.
##   The Fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian and dividend disbursing agent. The Fund's expenses are calculated
     without reduction for this expense offset arrangement.
ss.  MFS has agreed to bear all of the  fund's  expenses,  excluding  management
     fees,  distribution  and  service  fees,  taxes,   extraordinary  expenses,
     brokerage  and  transaction  costs  and  class  specific   expenses.   This
     contractual  fee  arrangement  will remain in effect until at least June 1,
     2000,  absent an earlier  modification  approved  by the board of  trustees
     which oversees the fund. If the expenses had been incurred by the Fund, the
     net investment income per share and the ratios would have been:

<TABLE>
<CAPTION>
     <S>                                                                                       <C>
     Net investment income                                                                     $ 0.41
     Ratios (to average net assets):
         Expenses##                                                                              4.55%+
         Net investment income                                                                   7.20%+
</TABLE>

    The date of this Supplement is June 1, 1999 (as revised October 1, 1999).


                                      3


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