MFS SERIES TRUST VII
497, 1999-09-28
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<PAGE>
                         MFS(R) GLOBAL GOVERNMENTS FUND

           Supplement dated April 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 April 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 funds  performance
over time. The table is supplemented as follows:

     Average Annual Total Returns as of December 31, 1998

<TABLE>
<CAPTION>

                                                             1 Year     5 Years   10 Years
                                                             ------     -------   --------
     <S>                                                      <C>        <C>        <C>
     Class I shares                                           4.32%      3.58%      7.45%
     Average General World Income Funds Index+*               6.23%      5.57%      7.58%
     J. P. Morgan Global Government Bond Index+**             15.23%     8.09%      9.09%
     Salomon Brothers World Governments Bond Index++***       15.29%     7.84%      8.97%
</TABLE>
- -----------------
*    Since the Funds inception date of February 26, 1981.
+    Source: Lipper Analytical Services, Inc.
++   Source: AIM
**   J.P.  Morgan  Global  Government  Bond  Index  is a broad  based  unmanaged
     aggregate  of actively  traded  government  bonds  issued from 13 countries
     (including  the United  States) with  remaining  maturities of at least one
     year.
***  The  Salomon  Brothers  World  Governments  Bond  Index  is a  broad  based
     unmanaged  and  consists of complete  universes  of  government  bonds with
     remaining maturities of at least five years.

     The fund  commenced  investment  operations  on February  26, 1981 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........................................        0.75%
         Distribution and Service (12b-1) Fees..................        0.00%
         Other Expenses(1) .....................................        0.37%
         Total Annual Fund Operating Expenses...................        1.12%
- -----------------
(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

                                       1
<PAGE>

     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.

     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     $114         $356        $617       $1,363

3.   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.

     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:
<TABLE>
<CAPTION>

                                                                                Year Ended               Period Ended
                                                                           November 30, 1998        November 30, 1997***
                                                                           -----------------        --------------------
<S> <C> <C> <C> <C> <C> <C> Per share data (for a share  outstanding  throughout
each period):
Net asset value - beginning of period                                            $11.37                   $11.24
                                                                                 ------                   ------

Income from investment operations# -
     Net investment income                                                       $ 0.73                   $ 0.61
     Net realized and unrealized loss on investments and
         foreign currency transactions                                            (0.35)                   (0.48)
                                                                                 -------                  -------
           Total from investment operations                                      $ 0.38                   $ 0.13
                                                                                 -------                  -------
Less distributions declared to shareholders -
     From net investment income                                                  $(0.47)                     --
                                                                                                          -------
     From net realized gain on investments and
         foreign currency transactions                                            (0.06)                     --
                                                                                 -------                  -------
           Total distributions declared to shareholders                          $(0.53)                  $  --
                                                                                 -------                  -------
Net asset value - end of period                                                  $11.22                   $11.37
                                                                                 ------                   -------
Total return                                                                       3.49%                    1.16%**
Ratios (to average net assets)/Supplemental data:
     Expensesss.                                                                   1.12%                    0.99%*
     Net investment income                                                         6.58%                    5.54%*
Portfolio turnover                                                                 334%                      335%
Net assets, end of period (000 omitted)                                          $2,010                    $2,023
</TABLE>
- -----------------
*    Annualized.
**   Not annualized.
***  For the  period  from the  inception  of Class I shares,  January  2, 1997,
     through  November 30,  1997.  # Per share data are based on average  shares
     outstanding.
ss.  The  Fund's  expenses  are  calculated  without  reduction  for  fees  paid
     indirectly.









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



                                       3
                        MFS(R) CAPITAL OPPORTUNITIES FUND

           Supplement dated April 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 April 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 funds  performance
over time. The table is supplemented as follows:

     Average Annual Total Returns as of December 31, 1998
<TABLE>
<CAPTION>

                                                            1 Year         5 Years         10 Years
                                                            ------         -------         --------
         <S>                                                <C>            <C>             <C>
         Class I shares                                     27.44%         21.53%          18.02%
         Standard & Poor's 500 Composite Index++*           28.57%         24.06%          19.21%
         Average Capital Appreciation Fund+                 19.96%         14.96%          14.09%
</TABLE>
- -----------------
+    Source: Lipper Analytical Services, Inc.
++   Source: CDA/Wiesenberger
*    Standard and Poor's 500  Composite  Stock Index is a broad based  unmanaged
     index of common stock total return performance.

     The fund commenced investment operations on June 13, 1983 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.............................................  0.75%
         Distribution and Service (12b-1) Fees.......................  0.00%
         Other Expenses(1) ..........................................  0.23%
         Total Annual Fund Operating Expenses........................  0.98%
- -----------------
(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        $100       $312        $542       $1,201

3.   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.

     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

     Financial Highlights

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

<TABLE>
<CAPTION>

                                                                                Year Ended              Period Ended
                                                                                November 30, 1998    November 30, 1997*
                                                                                -----------------    ------------------
<S>                                                                                <C>                   <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                              $15.26                $12.22
                                                                                   ------                ------

Income from investment operations# -
     Net investment income                                                         $ 0.03                $ 0.08
     Net realized and unrealized gain on investments and foreign currency            3.01                  2.96
                                                                                   ------                ------
         Total from investment operations                                          $ 3.04                $ 3.04
                                                                                   -------               ------
Less distributions declared to shareholders -
     From net investment income                                                    $(0.05)               $  --
     In excess of net investment income                                             (0.01)                  --
     From net realized gain on investments and foreign currency transactions        (1.61)                  --
                                                                                   -------               ------
         Total distributions declared to shareholders                              $(1.67)               $  --
                                                                                   -------               ------
Net asset value - end of period                                                    $16.63                $15.26
                                                                                   -------               ------
Total return                                                                        22.54%                24.88%++
Ratios (to average net assets)/Supplemental data:
     Expenses##                                                                      0.98%                 1.01%+
     Net investment income                                                           0.20%                 0.65%+
Portfolio turnover                                                                    123%                  144%
Net assets at end of period (000 omitted)                                          $30,705               $30,517
</TABLE>
- -----------------
+    Annualized.
++   Not annualized.
*    For the period  from the  inception  of Class I,  January 2, 1997,  through
     November 30, 1997.
#    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 April 1, 1999 (as revised October 1, 1999).


                                       3


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