MFS SERIES TRUST III
497, 1999-08-25
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                             MFS(R) HIGH INCOME FUND

          Supplement to the Current Statement of Additional Information


        The section entitled  "Investment  Techniques,  Practices and Risks" of
MFS High Income Fund's Statement of Additional Information dated June 1, 1999 is
amended and restated in its entirety as follows:

                 The investment  objective and principal investment policies of
        the Fund are described in the  Prospectus.  In pursuing its  investment
        objective and principal investment  policies,  the Fund may engage in a
        number of investment  techniques and practices,  which involve  certain
        risks. These investment techniques and practices,  which may be changed
        without shareholder approval unless indicated otherwise, are identified
        in Appendix A to the Prospectus, and are more fully described, together
        with their  associated  risks,  in Part II of this SAI.  The  following
        percentage   limitations  apply  to  these  investment  techniques  and
        practices.

        Foreign Securities Exposure may not exceed 50% of the Fund's net assets.

        Emerging Markets Exposure may not exceed 50% of the Fund's net assets.

o       The Fund may invest up to 100% of net assets in Lower Rated Bonds.

o       Lending of Portfolio Securities may not exceed 30% of the Fund's net
        assets.





                 The date of this Supplement is August 25, 1999.
<PAGE>

                             MFS(R) HIGH INCOME FUND

                      Supplement to the Current Prospectus


         The third paragraph  under the section  entitled "Risk Return Summary -
Principal  Investment  Policies" on page 1 of MFS High Income Fund's  Prospectus
dated June 1, 1999 is amended and restated in its entirety as follows:

                  While the fund  focuses  its  investments  on bonds  issued by
         corporations or other similar  entities,  it may invest in all types of
         debt securities.  The fund may invest in foreign securities  (including
         emerging  market  securities)  through  which it may have  exposure  to
         foreign currencies.

         The section  entitled  "Risk  Return  Summary -  Principal  Risks of an
Investment"  on page 3 is amended by adding the  following  paragraph  after the
sub-section entitled "Foreign Securities:"

          o       Emerging Markets Risks: Emerging markets are generally defined
                  as countries in the initial stages of their  industrialization
                  cycles  with low per capita  income.  Investments  in emerging
                  markets  securities involve all of the risks of investments in
                  foreign securities, and also have additional risks:

         All of the risks of investing in foreign  securities  are heightened by
investing in emerging markets countries.

         The markets of emerging markets countries have been more volatile than
the markets of developed  countries  with more mature  economies.  These markets
often have provided significantly higher or lower rates of return than developed
markets, and significantly greater risks, to investors.




                 The date of this Supplement is August 25, 1999.



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