MFS SERIES TRUST III
497, 1999-09-03
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<PAGE>

                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay HD Vest Investment  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 HD Vest  Investment  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Royal Alliance Associates, 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 Royal Alliance Associates,  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay FSC Securities  Corporation  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 FSC Securities Corporation 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Locust Street 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 Street 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay  Commonwealth  Equity  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  Commonwealth  Equity  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay SunAmerica 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  SunAmerica  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Mutual Services  Corporation 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 Mutual  Services  Corporation  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay  Investment  Advisors &  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 Investment Advisors & 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Raymond James Financial 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 Raymond James  Financial  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay INVEST Financial Corp.,  Investment  Centers of America,  Ameristar
Capital Markets,  Inc. and Deposit Guaranty National Bank 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  Corp.,  Investment
Centers of  America,  Ameristar  Capital  Markets,  Inc.  and  Deposit  Guaranty
National Bank 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay The Huntington  Investment Co. 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 The Huntington  Investment Co. 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay WM Financial 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 WM Financial  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay SouthTrust 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  SouthTrust  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay  National  Financial  Services  Corp.  ("National")  (on  behalf of
registered  representatives of Oriental  Financial Services Corp.  ("Oriental"))
100% of the  applicable  sales  charge  on sales  of Class A shares  of the Fund
initiated  by  Oriental  during  the Sales  Period.  In  addition,  MFD will pay
National (on behalf of Oriental) an additional  commission equal to 0.50% of the
net asset  value of all of the Class B shares of the Fund sold by  National  (on
behalf of Oriental) during the Sales Period.



                 The date of this Supplement is August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Bank United 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 Bank United  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay UMB Scout  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 UMB  Scout  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay J C Bradford & Co. 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 J C Bradford & Co. 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Morgan Keegan & Company,  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 Morgan Keegan & Company,  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Piper Jaffrey, 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 Jaffrey,  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Dain Rauscher  Incorporated  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 Dain Rauscher Incorporated 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay  Interstate/  Johnson Lane 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 Interstate/ Johnson Lane 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Robert W. Baird & Co., 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 Robert W. Baird & Co.,  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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Scott & Stringfellow,  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 Scott & Stringfellow, 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Gruntal & Co., 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 Gruntal & Co., 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay J.J.B.  Hilliard Lyons 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 J.J.B.  Hilliard Lyons 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay First Albany 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 First Albany 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay Raymond  James &  Associates,  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 Raymond James & Associates, 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 August 25, 1999.


<PAGE>



                            MFS(R) EQUITY INCOME FUND
                             MFS(R) HIGH INCOME FUND


                      Supplement to the Current Prospectus



         During the period from  September  1, 1999,  through  November 30, 1999
(unless extended by MFS Fund  Distributors,  Inc. ("MFD")) (the "Sales Period"),
MFD will pay New England  Securities  Corporation  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 New  England  Securities  Corporation  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 August 25, 1999.



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