MFS SERIES TRUST III
497, 2000-07-21
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<PAGE>

                             MFS(R) HIGH INCOME FUND

             Supplement dated June 1, 2000 as revised July 21, 2000
                           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, 2000. 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, 1999

                                                     1 Year   5 Years   10 Years
                                                     ------   -------   --------
 Class I shares....................................  7.33%    10.14%    10.58%
 Lehman Brothers High Yield Composite Bond Index+*.  2.74%     9.20%    10.68%
 Average high current yield bond fund++............  4.53%     8.84%    10.03%
-----------------------------

+      Source:  Standard & Poor's Micropal, Inc.

++     Source:  Lipper Inc.

*      The Lehman  Brothers  High Yield  Composite  Bond Index is a broad based,
       unmanaged,  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)...................................             0.23%
         Total Annual Fund Operating Expenses................             0.68%
--------------------------

(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 and may enter into other such
       arrangements and directed brokerage  arrangements,  which would also have
       the effect of reducing the fund's  expenses.  Any such fee reductions are
       not reflected in the table. Had these expense  reductions been taken into
       account, "Net Expenses" would be 0.66%
<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 examples assume that:

     o    You invest $10,000 in the fund for the time periods  indicated and you
          redeem your shares at the end of the time periods;

     o    Your  investment  has a 5% return  each year and  dividends  and other
          distributions are reinvested; and

     o    The fund's operating expenses remain the same.

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

   Class I shares        $69           $218            $379            $847

3.   DESCRIPTION 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.

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 MFD,  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:

               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.


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.

<PAGE>


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>            <C>
                                                                       Year Ended       Year Ended       Year Ended     Year Ended
                                                                         1/31/00         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                                    $  5.21        $  5.61             $  5.35     $  5.34
                                                                         -------        -------             -------     -------
Income from investment operations# -
   Net investment income                                                 $  0.48        $  0.49             $  0.49     $  0.04
   Net realized and unrealized gain (loss) on investments
     and foreign currency                                                  (0.24)         (0.40)               0.25        0.01
                                                                        ---------      ---------           --------    --------
       Total from investment operations                                  $  0.24        $  0.09             $  0.74     $  0.05
                                                                         -------        -------             -------     -------
Less distributions declared to shareholders -
   From net investment income                                            $ (0.48)       $ (0.48)            $ (0.48)    $ (0.04)
   In excess of net investment income                                      (0.02)         (0.01)                --           --
                                                                        ---------      ---------             -------    -------
       Total distributions declared to shareholders                      $ (0.50)       $ (0.49)            $ (0.48)    $ (0.04)
                                                                         --------       --------            --------    --------
Net asset value - end of period                                          $  4.95        $  5.21             $  5.61     $  5.35
                                                                         -------        -------             -------     -------
Total return                                                                4.68%          1.55%              14.77%       0.91%++
Ratios (to average net assets)/Supplemental data:
   Expenses##                                                               0.68%          0.69%               0.71%       0.59%+
   Net investment income                                                    9.38%          8.99%               8.86%       8.70%+
Portfolio turnover                                                           91%            135%               137%          87%
Net assets at end of period (000,000 Omitted)                                $18             $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.

##   Ratios do not  reflect  expense  reductions  from  certain  expense  offset
     arrangement.


      The date of this Supplement is June 1, 2000 as revised July 21, 2000.

<PAGE>
                      MFS(R) HIGH YIELD OPPORTUNITIES FUND

             Supplement dated June 1, 2000 as revised July 21, 2000
                           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, 2000. 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 overtime. The table is supplemented as follows:


     Average Annual Total Returns as of December 31, 1999:

                                                      1 Year      Life*

       Class I shares                                 16.44%     2.77%
       Lehman Brothers High Yield Bond Index+**        2.74%    (0.35)%
       Average high current yield fund++               4.53%    (0.52)%
----------------------

+    Source: Standard & Poor's Micropal, Inc.

++   Source: Lipper Inc.

*    Life refers to the period from the commencement of the fund's operations on
     July 1, 1998 through December 31, 1999.

**   Lehman Brothers High Yield Bond Index is a broad-based,  unmanaged index of
     noninvestment-grade corporate debt.

The fund  commenced  investment  operations on July 1, 1998 with the offering of
class A, class B, class C and class I shares.


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............................................ 0.65%
           Distribution and Service (12b-1) Fees                        N/A
           Other Expenses(1).......................................... 1.00%
           Total Annual Fund Operating Expenses....................... 1.65%
                Fee Waiver and/or Expense Reimbursement(2)............(0.98)%
                Net Expenses.......................................... 0.67%
--------------------------

(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 may enter into other such
       arrangements and directed brokerage  arrangements  (which would also have
       the effect of reducing the fund's expenses).  Any such fee reductions are
       not reflected in the table. Had these expense  reductions been taken into
       account, "Net Expenses" would be 0.65%.

(2)    MFS has  contractually  agreed to bear all of the fund's  expenses (after
       taking into  account  the expense  offset  arrangement  described  above)
       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, 2001  absent an earlier  modification  approved by
       the board of trustees which oversees the fund.
<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 examples assume that:

     o    You invest $10,000 in the fund for the time periods  indicated and you
          redeem your shares at the end of the time periods;

     o    Your  investment  has a 5% return  each year and  dividends  and other
          distributions are reinvested; and

     o    The fund's operating  expenses remain the same, except that the fund's
          total  operating  expenses are assumed to be the fund's "Net Expenses"
          for the first  year,  and the  fund's  "Total  Annual  Fund  Operating
          Expenses" for subsequent years (see the table above).

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

          Class I shares       $68            $424          $805        $1,872

3.   DESCRIPTION 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.

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 MFD,  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:

               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.


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
<PAGE>

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 Highlights - Class I shares
<TABLE>
<CAPTION>
<S>                                                                                     <C>                  <C>
                                                                                        Year Ended           Period Ended
                                                                                     January 31, 2000     January 31, 1999*
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                                     $  8.56              $ 10.00
                                                                                          -------              -------
Income from investment operations# -
     Net investment incomess.                                                             $  0.97             $   0.64
     Net realized and unrealized gain (loss) on investments and foreign currency             0.25                (1.55)
                                                                                         --------            ----------
        Total from investment operations                                                  $  1.22              $ (0.91)
                                                                                          -------              --------
Less distributions declared to shareholders -
     From net investment income                                                           $ (0.93)             $ (0.53)
                                                                                          --------             --------
        Total distributions declared to shareholders                                      $ (0.93)             $ (0.53)
                                                                                          --------             --------
Net asset value - end of period                                                           $  8.85              $  8.56
                                                                                          -------              -------
Total return                                                                                14.87%               (8.96)%++
Ratios (to average net assets)/Supplemental datass.
     Expenses                                                                                0.67%                0.65%+
     Net investment income                                                                  10.43%               11.10%+
Portfolio turnover                                                                            158%                 127%
Net assets at end of period (000 omitted)                                                       $70             $   --

</TABLE>

ss.    MFS has voluntarily agreed under a temporary expense agreement to pay all
       of  the  Fund's   operating   expenses,   exclusive  of  management   and
       distribution  and service fees.  To the extent that actual  expenses were
       over this limitation,  the net investment income per share and the ratios
       would have been:
<TABLE>
<CAPTION>
     <S>                                                                                 <C>                   <C>
     Net investment income                                                               $   0.78              $  0.41
     Ratios (to average net assets):
         Expenses                                                                            1.65%                4.55%+
         Net investment income                                                               9.45%                7.20%+

</TABLE>

*    For the period from the commencement of the Fund's  investment  operations,
     July 1, 1998, through January 31, 1999.

+    Annualized.

++   Not annualized.

#    Per share data are based on average shares outstanding.

      The date of this Supplement is June 1, 2000 as revised July 21, 2000.



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