MFS GOVERNMENT SECURITIES FUND, 485BPOS, 1996-03-29

MFS GOVERNMENT SECURITIES FUND
485BPOS, 1996-03-29

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<PAGE>

As filed with the Securities and Exchange Commission on March 29, 1996

1933 Act File No. 2-74959
1940 Act File No. 811-3327

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 18

AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 19

MFS GOVERNMENT SECURITIES FUND
(Exact name of Registrant as specified in Charter)

500 Boylston, Street, Boston, Massachusetts 02116
(Address of principal executive offices)

Registrant's Telephone Number, Including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)

|_| immediately upon filing pursuant to paragraph (b)
|X| on March 29, 1996 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for
a previously filed post-effective amendment

Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its Shares of Beneficial Interest (without par value), under the Securities Act
of 1933. The Registrant filed a Rule 24f-2 Notice with respect to its fiscal
year ended February 28, 1995 on April 28, 1995, and will file a Rule 24f-2
Notice with respect to its fiscal year end February 29, 1996 on or before April
29, 1996.

================================================================================
<PAGE>

The Prospectus dated July 1, 1995 of MFS Government Securities Fund is
incorporated in this Post-Effective Amendment No. 18 by reference to the
Prospectus of MFS Government Securities Fund filed via EDGAR by the Registrant
pursuant to the Rule 497 under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on June 30, 1995.

<PAGE>

MFS GOVERNMENT SECURITIES FUND
SUPPLEMENT TO THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, EACH
DATED JULY 1, 1995

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUND'S
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION ("SAI") DATED JULY 1, 1995
AND CONTAINS A DESCRIPTION OF CLASS C SHARES AND CERTAIN CHANGES TO
COMMISSIONS PAID TO DEALERS ON CERTAIN PURCHASES OF CLASS A SHARES.

<TABLE>
<CAPTION>
EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES: CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Maximum Initial Sales Charge Imposed on Purchases of Fund Shares
(as a percentage of offering price) ............................ 4.75% 0.00% 0.00%
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable) . See Below(1) 4.00% 1.00%

ANNUAL OPERATING EXPENSES OF THE FUND
(AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees (after applicable fee reduction)(2) .............. 0.25% 0.25% 0.25%
Rule 12b-1 Fees .................................................. 0.35%(3) 1.00%(4) 1.00%(4)
Other Expenses(5) ................................................ 0.29% 0.35% 0.29%(6)
----- ----- -----
Total Operating Expenses (after applicable fee reduction)(7) ..... 0.89% 1.60% 1.54%
<FN>
- ----------
(1) Purchases of $1 million or more and certain purchases by retirement plans are not subject to an initial sales charge;
however, a contingent deferred sales charge (a "CDSC") of 1.00% will be imposed on such purchases in the event of certain
redemption transactions within one year following such purchases (see "Purchases" in the Prospectus).
(2) The Adviser has voluntarily reduced its management fee to 0.25% per annum of the Fund's average daily net assets for an
indefinite period of time. Absent such reduction, "Management Fees" would have been 0.40%.
(3) The Fund has adopted a Distribution Plan for its Class A shares in accordance with Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "1940 Act"), which provides that it will pay distribution/service fees aggregating up to (but
not necessarily all of) 0.35% per annum of the average daily net assets attributable to the Class A shares (see
"Distribution Plans" in the Prospectus). Distribution expenses paid under this Plan, together with the initial sales
charge, may cause long-term shareholders to pay more than the maximum sales charge that would have been permissible if
imposed entirely as an initial sales charge.
(4) The Fund has adopted separate Distribution Plans for its Class B and its Class C shares in accordance with Rule 12b-1 under
the 1940 Act, which provide that the Fund will pay distribution/service fees aggregating up to (but not necessarily all of)
1.00% per annum of the average daily net assets attributable to the Class B shares under the Class B Distribution Plan and
Class C shares under the Class C Distribution Plan (see "Distribution Plans" below and in the Prospectus). Distribution
expenses paid under these Plans, together with any CDSC payable upon redemption of Class B and Class C shares, may cause
long-term shareholders to pay more than the maximum sales charge that would have been permissible if imposed entirely as an
initial sales charge.
(5) 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 under "Other Expenses."
(6) Except for the shareholder servicing agent fee component, "Other Expenses" is based on Class A expenses incurred during the
six months ended August 31, 1995. The shareholder servicing agent fee component of "Other Expenses" is a predetermined
percentage based upon the Fund's net assets attributable to each class.
(7) Absent any expense reductions, "Total Operating Expenses" for Class A, Class B and Class C shares would have been 1.04%,
1.75% and 1.69%, respectively.
</TABLE>
<PAGE>

EXAMPLE OF EXPENSES
-------------------

An investor would pay the following dollar amounts of expenses on a $1,000
investment in the Fund, assuming (a) a 5% annual return and (b) redemption at
the end of each of the time periods indicated (unless otherwise noted):

<TABLE>
<CAPTION>
PERIOD CLASS A CLASS B CLASS C
------ ------- ------------ ------------
(1) (1)
<S> <C> <C> <C> <C> <C>
1 year ............................................. $ 56 $ 56 $ 16 $25 $15
3 years ............................................. 75 80 50 45 45
5 years ............................................. 94 107 87
10 years ............................................. 152 171(2) 171(2)
<FN>
- ----------
(1) Assumes no redemption.
(2) Class B shares convert to Class A shares approximately eight years after purchase; therefore, years nine and ten reflect
Class A expenses.
</TABLE>

The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. More complete descriptions of the following Fund
expenses are set forth in the following sections of the Prospectus: (i) varying
sales charges on share purchases -- "Purchases"; (ii) varying CDSCs --
"Purchases"; (iii) management fees -- "Investment Adviser" and (iv) Rule 12b-1
(i.e., distribution plan) fees -- "Distribution Plans."

THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES OF THE FUND; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

<PAGE>

CONDENSED FINANCIAL INFORMATION

The following information has been audited for at least the latest five fiscal
years of the Fund and should be read in conjunction with the financial
statements included in the Fund's Semiannual Report to shareholders which are
incorporated by reference into the Supplement to the SAI dated April 1, 1996,
in reliance upon the report of the Fund's independent auditors, given upon
their authority as experts in accounting and auditing. The Fund's current
independent auditors are Deloitte & Touche LLP.

<TABLE>

FINANCIAL HIGHLIGHTS
<CAPTION>
SIX ELEVEN
MONTHS ENDED YEAR ENDED MONTHS ENDED YEAR ENDED MARCH 31,
AUGUST 31, FEBRUARY 28, FEBRUARY 28, --------------------------------------
1995 1995 1994 1993 1992 1991
----------- ------------ ------------ ---- ---- ----
CLASS A
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
Net asset value -- beginning of period $ 9.22 $ 9.79 $ 10.00 $ 9.43 $ 9.29 $ 9.10
------ ------ ------- ------- ------- -------
Income from investment operations<F3> --
Net investment income<F6>........... $ 0.34 $ 0.67 $ 0.63 $ 0.67 $ 0.75 $ 0.78
Net realized and unrealized gain
(loss) on investments ............. 0.40 (0.58) (0.20) 0.60 0.14 0.19
------ ------ ------- ------- ------- -------
Total from investment operations $ 0.74 $ 0.09 $ 0.43 $ 1.27 $ 0.89 $ 0.97
------ ------ ------- ------- ------- -------
Less distributions declared to
shareholders --
From net investment income ......... $ (0.33) $ (0.66) $ (0.58)<F4> $ (0.70) $ (0.75) $ (0.78)
In excess of net realized gain on
investments ...................... -- -- (0.06) -- -- --
------ ------ ------- ------- ------ -------
Total distributions declared to
shareholders ................. $ (0.33) $ (0.66) $ (0.64) $ (0.70) $ (0.75) $ (0.78)
------ ------ ------- ------- ------- -------
Net asset value -- end of period ..... $ 9.63 $ 9.22 $ 9.79 $ 10.00 $ 9.43 $ 9.29
====== ====== ======= ======= ======= =======
Total return<F5>................ 8.22%<F2> 1.21% 6.57% 13.94% 9.96% 11.13%
RATIOS (TO AVERAGE NET ASSETS)/
SUPPLEMENTAL DATA<F6>:
Expenses ........................... 0.83%<F1> 0.79% 0.68%<F1> 1.20% 1.25% 1.28%
Net investment income .............. 7.07%<F1> 7.24% 6.83%<F1> 7.18% 7.95% 8.56%
PORTFOLIO TURNOVER ................... 186% 385% 167% 264% 270% 95%
NET ASSETS AT END OF PERIOD
(000 OMITTED) ....................... $318,316 $318,116 $372,702 $356,735 $356,366 $323,612

<FN>
<F1> Annualized.
<F2> Not annualized.
<F3> Per share data subsequent to and including February 28, 1994 is based on average shares outstanding.
<F4> Amount includes distribution in excess of net investment income of less than $0.001 per share for the period indicated.
<F5> Total returns for Class A shares do not include the applicable sales charge. If the charge had been included, the results
would have been lower.
<F6> The investment adviser did not impose a portion of its management fee for the periods indicated. If this fee had been
incurred by the Fund, the net investment income per share and the ratios would have been:
Net investment income .......... $ 0.33 $ 0.65 $ 0.59 -- -- --
RATIOS (TO AVERAGE NET ASSETS):
Expenses ..................... 1.04%<F1> 1.05% 1.17%<F1> -- -- --
Net investment income ........ 6.86%<F1> 6.98% 6.34%<F1> -- -- --
</TABLE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS -- CONTINUED
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------------------------------------
1990 1989 1988 1987 1986 1985<F1>
---- ---- ---- ---- ---- -----
CLASS A
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD):
Net asset value -- beginning of period $ 9.05 $ 9.56 $10.22 $10.53 $ 9.95 $ 9.53
------ ------ ------ ------ ------ ------
Income from investment operations --
Net investment income ............. $ 0.82 $ 0.86 $ 0.87 $ 0.94 $ 1.07 $ 0.66
Net realized and unrealized gain
(loss) on investments ........... 0.04 (0.51) (0.59) (0.20) 0.68 0.33
------ ------ ------ ------ ------ ------
Total from investment operations $ 0.86 $ 0.35 $ 0.28 $ 0.74 $ 1.75 $ 0.99
------ ------ ------ ------ ------ ------
Less distributions declared to shareholders --
From net investment income ........ $(0.81) $(0.86) $(0.88) $(0.94) $(1.08) $(0.57)
From net realized gain on
investments ..................... -- -- (0.06) (0.11) (0.09) --
------ ------ ------ ------ ------ ------
Total distributions declared to
shareholders ................ $(0.81) $(0.86) $(0.94) $(1.05) $(1.17) $(0.57)
------ ------ ------ ------ ------ ------
Net asset value -- end of period .... $ 9.10 $ 9.05 $ 9.56 $10.22 $10.53 $ 9.95
====== ====== ====== ====== ====== ======
Total return<F3>...................... 9.72% 3.84% 3.11% 7.48% 18.70% 15.52%<F2>
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses ........................... 1.29% 1.40% 1.18% 1.18% 1.09% 1.29%<F2>
Net investment income .............. 8.81% 9.25% 9.10% 9.14% 10.43% 11.26%<F2>
PORTFOLIO TURNOVER ................... 260% 346% 417% 191% 128% 158%
NET ASSETS AT END OF PERIOD
(000 OMITTED)........................ $327,877 $348,617 $397,239 $487,975 $343,270 $130,699

<FN>
<F1> For the period from the commencement of investment operations, July 25, 1984 to March 31, 1985.
<F2> Annualized.
<F3> Total returns for Class A shares do not include the applicable sales charge. If the charge had been included, the results
would have been lower.
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS -- CONTINUED
<TABLE>
<CAPTION>
SIX
MONTHS ENDED YEAR ENDED PERIOD ENDED
AUGUST 31, FEBRUARY 28, FEBRUARY 28,
1995 1995 1994<F1>
------------ ------------ -------------
CLASS B
------------------------------------------------
<S> <C> <C> <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD):
Net asset value -- beginning of period ....................... $ 9.22 $ 9.78 $10.16
------ ------ ------
Income from investment operations<F4> --
Net investment income(s) ..................................... $ 0.30 $ 0.59 $ 0.30
Net realized and unrealized gain (loss) on investments ....... 0.41 (0.56) (0.43)
------ ------ ------
Total from investment operations ......................... $ 0.71 $ 0.03 $ (0.13)
------ ------ ------
Less distributions declared to shareholders -- from net
investment income ............................................ $(0.31) $(0.59) $(0.25)<F5>
------ ------ ------
Net asset value -- end of period ............................... $ 9.62 $ 9.22 $ 9.78
====== ====== ======
Total return ................................................... 7.80%<F3> 0.57% (1.29)%<F3>
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA<F6>:
Expenses ..................................................... 1.54%<F2> 1.51% 1.39%<F2>
Net investment income ........................................ 6.36%<F2> 6.52% 5.92%<F2>
PORTFOLIO TURNOVER ............................................. 186% 385% 167%
NET ASSETS AT END OF PERIOD
(000 OMITTED) ................................................ $115,648 $105,178 $113,107

<FN>
<F1> For the period from the commencement of offering of Class B shares, August 30, 1993 to February 28, 1994.
<F2> Annualized.
<F3> Not annualized.
<F4> Per share data is based on average shares outstanding.
<F5> Amount includes distribution in excess of net investment income of less than $0.001 per share for the period indicated.
<F6> The investment adviser did not impose a portion of its management fee for the periods indicated. If this fee had been
incurred by the Fund, the net investment income per share and the ratios would have been:

Net investment income ...................................... $ 0.29 $ 0.57 $ 0.28
RATIOS (TO AVERAGE NET ASSETS):
Expenses ................................................. 1.75%<F2> 1.77% 1.87%<F2>
Net investment income .................................... 6.15%<F2> 6.26% 5.44%<F2>
</TABLE>

THE FUND
Three classes of shares of the Fund currently are offered to the general
public. Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 4.75% of the offering price (or a CDSC of 1.00% upon
redemption during the first year in the case of purchases of $1 million or
more and certain purchases by retirement plans), and are subject to an annual
distribution fee and service fee up to a maximum of 0.35% per annum. Class B
shares are offered at net asset value without an initial sales charge but are
subject to a CDSC upon redemption (declining from 4.00% during the first year
to 0% after six years) and an annual distribution fee and service fee up to a
maximum of 1.00% per annum; Class B shares will convert to Class A shares
approximately eight years after purchase. Class C shares are offered at net
asset value without an initial sales charge but are subject to a CDSC of 1.00%
upon redemption during the first year and an annual distribution fee and
service fee up to a maximum of 1.00% per annum. Class C shares do not convert
to any other class of shares of the Fund.

INFORMATION CONCERNING SHARES OF THE FUND

PURCHASES
The Fund offers three classes of shares which bear sales charges and
distribution fees in different forms and amounts. Class A and Class B shares
are described in the Prospectus and SAI. Class C shares and the new commission
structure with respect to certain purchases of Class A shares are described
below.

CLASS A SHARES: The Fund currently offers Class A shares at net asset value,
without an initial sales charge but subject to a 1% CDSC, under certain
limited circumstances as described in the Fund's Prospectus. Effective April
1, 1996, the commissions paid by MFS Fund Distributors, Inc. ("MFD"), the
Fund's distributor, to dealers on such investments in Class A shares made
through dealers will be as follows:

COMMISSION PAID
BY MFD TO
DEALERS CUMULATIVE PURCHASE AMOUNT
------------- ---------------------------
1.00% On the first $2,000,000, plus
0.80% Over $2,000,000 to $3,000,000, plus
0.50% Over $3,000,000 to $50,000,000, plus
0.25% Over $50,000,000

For purposes of determining the level of commissions to be paid to dealers
with respect to a shareholder's new investment in Class A shares made on or
after April 1, 1996, purchases for each shareholder account (and certain other
accounts for which the shareholder is a record or beneficial holder) will be
aggregated over a 12-month period (commencing from the date of the first such
purchase).

CLASS C SHARES: Class C shares are offered at net asset value without an
initial sales charge but are subject to a CDSC of 1.00% upon redemption during
the first year. The maximum investment in Class C shares is $1 million per
transaction.

The CDSC imposed is assessed against the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. No CDSC is assessed against shares acquired
through the automatic reinvestment of dividend or capital gain distributions.
In certain circumstances, the CDSC imposed upon redemption of Class C shares
is waived. Circumstances under which sales charges imposed on Class A and
Class B shares are waived are described in the Prospectus. The CDSC imposed
upon redemption of Class C shares is waived in the same circumstances that
apply to the waiver of the Class B CDSC. See "Redemptions and Repurchases --
Contingent Deferred Sales Charge" below for further discussion of the CDSC.

MFD will pay dealers 1.00% of the purchase price of Class C shares purchased
through dealers and, as compensation therefor, MFD will retain the 1.00% per
annum distribution and service fee paid under the Class C Distribution Plan by
the Fund to MFD for the first year after purchase (see "Distribution Plans"
below). In addition, MFD or its affiliates may, from time to time, pay dealers
an additional commission equal to 0.50% of the net asset value of all Class C
shares sold by such dealers during a specified sales period.

Class C shares are not currently available for purchase by any retirement plan
qualified under Section 401(a) or 403(b) of the Internal Revenue Code of 1986,
as amended (the "Code"), if the retirement plan and/or the sponsoring
organization subscribe to the MFS FUNDamental 401(k) Plan or another similar
recordkeeping program made available by the Shareholder Servicing Agent.

EXCHANGES

Some or all of the Class C shares in an account with the Fund for which
payment has been received by the Fund (i.e., an established account) may be
exchanged for Class C shares of any other MFS Fund in the MFS Family of Funds
(the "MFS Funds") at net asset value (if available for sale). No CDSC will be
imposed in connection with an exchange from Class C shares of the Fund to any
other MFS Fund, however the holding period for purposes of calculating the
CDSC will carry over to the acquired shares.

Prior to April 1, 1996, Class C shares of the MFS Funds were exchangeable for
shares of the MFS Money Market Fund at net asset value. Effective April 1,
1996, Class C shares of the MFS Funds may no longer be exchanged for shares of
the MFS Money Market Fund. However, Class C shares of the MFS Cash Reserve
Fund, another money market fund sponsored by MFS, are available for such
exchanges effective April 1, 1996.

REDEMPTIONS AND REPURCHASES

REDEMPTION BY CHECK: Class C shares may be redeemed by check. The Fund's
Prospectus describes the procedures applicable to redeeming Class A shares by
check. These procedures apply to redemptions by Class C shares by check.

CONTINGENT DEFERRED SALES CHARGE: Investments in Class C shares made on or
after April 1, 1996 ("Direct Purchases") will be subject to a 1.00% CDSC upon
redemption for a period of 12 months. Purchases of Class C shares made during
a calendar month, regardless of when during the month the investment occurred,
will age one year at the close of business on the last day of such month in
the following calendar year. Prior to April 1, 1996, Class C shares of the MFS
Funds were not subject to a CDSC upon redemption. In no event will Class C
shares of the MFS Funds purchased prior to this date be subject to a CDSC. For
the purpose of calculating the CDSC upon redemption of shares acquired in an
exchange on or after April 1, 1996, the purchase of shares acquired in one or
more exchanges is deemed to have occurred at the time of the original purchase
of the exchanged shares (if such original purchase occurred prior to April 1,
1996, then no CDSC would be imposed upon such a redemption).

At the time of a redemption, the amount by which the value of a shareholder's
account represented by Direct Purchases exceeds the sum of 12 months of Direct
Purchases may be redeemed without charge ("Free Amount"). Moreover, no CDSC is
ever assessed on additional shares acquired through the automatic reinvestment
of dividend or capital gain distributions ("Reinvested Shares"). Therefore, at
the time of redemption of Class C shares, (i) any Free Amount is not subject
to the CDSC and (ii) the amount of the redemption equal to the then-current
value of Reinvested Shares is not subject to the CDSC, but (iii) any amount of
the redemption in excess of the aggregate of the then-current value of
Reinvested Shares and the Free Amount is subject to a CDSC. The CDSC will
first be applied against the amount of Direct Purchases made which will result
in any such charge being imposed at the lowest possible rate.

The applicability of a CDSC for Class C shares will be unaffected by exchanges
or transfers of registration, except as described in the Prospectus for Class
B shares.

REINSTATEMENT PRIVILEGE: Class C shareholders of the Fund who have redeemed
their shares have a one-time right to reinvest the redemption proceeds in the
same class of shares of any of the MFS Funds (if shares of such Fund are
available for sale) at net asset value (with a credit for any CDSC paid)
within 90 days of the redemption pursuant to the Reinstatement Privilege. If
the Class C shares credited for any CDSC paid are then redeemed within 12
months of the initial purchase, a CDSC will be imposed upon redemption. Such
purchases under the Reinstatement Privilege are subject to all limitations in
the SAI regarding the privilege.

DISTRIBUTION PLANS

The Trustees have adopted separate Distribution Plans for Class A, Class B and
Class C shares pursuant to Section 12(b) of the 1940 Act and Rule 12b-1
thereunder, after having concluded that there is a reasonable likelihood that
the Distribution Plans would benefit the Fund and its shareholders. The
Distribution Plans for Class A and Class B shares are described in the
Prospectus (see "Distribution Plans" therein). The Distribution Plan for Class
C shares is described below.

The Class C Distribution Plan provides that the Fund may pay MFD a service fee
of up to 0.25% per annum of the average daily net assets attributable to Class
C shares in order that MFD may pay expenses on behalf of the Fund relating to
the servicing of Class C shares. The service fee is used by MFD to compensate
dealers which enter into a sales agreement with MFD in consideration for all
personal services and/or account maintenance services rendered by the dealer
with respect to Class C shares owned by investors for whom such dealer is the
dealer or holder of record. MFD may from time to time reduce the amount of
service fees paid for shares sold prior to a certain date. Service fees may be
reduced for a dealer that is the holder or dealer of record for an investor
who owns shares of the Fund having an aggregate net asset value at or above a
certain dollar level. Dealers may from time to time be required to meet
certain criteria in order to receive service fees. MFD or its affiliates are
entitled to retain service fees for which there is no dealer of record or for
which qualification standards have not been met as partial consideration for
personal services and/or account maintenance services performed by MFD or its
affiliates to shareholder accounts.

The Class C Distribution Plan also provides that the Fund may pay MFD a
distribution fee equal to 0.75% per annum of the Fund's average daily net
assets attributable to Class C shares as partial consideration for
distribution services performed and expenses incurred in the performance of
MFD's obligations under its distribution agreement with the Fund. See
"Management of the Fund -- Distributor" in the SAI. While the amount of
compensation received by MFD in the form of distribution fees during any year
may be more or less than the expense incurred by MFD under its distribution
agreement with the Fund, the Fund is not liable to MFD for any losses MFD may
incur in performing services under its distribution agreement with the Fund.

As discussed under the caption "Purchases" above, Class C shares are offered
at net asset value without an initial sales charge but are subject to a CDSC
of 1.00% upon redemption during the first year. MFD will pay a commission to
dealers of 1.00% of the purchase price of Class C shares purchased through
dealers at the time of purchase. In compensation for this 1.00% commission
paid by MFD to dealers, MFD will retain the 1.00% per annum distribution and
service fees paid by the Fund with respect to such shares for the first year
after purchase, and dealers will become eligible to receive from MFD the
ongoing 1.00% per annum distribution and service fees paid by the Fund to MFD
with respect to such shares commencing in the thirteenth month following
purchase.

Fees payable under the Class C Distribution Plan are charged to, and therefore
reduce, income allocated to Class C shares.

DISTRIBUTIONS

Distributions paid by the Fund with respect to Class A shares will generally
be greater than those paid with respect to Class B and Class C shares because
expenses attributable to Class B and Class C shares will generally be higher.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Fund has three classes of shares entitled Class A, Class B and Class C
Shares of Beneficial Interest (without par value).

PERFORMANCE INFORMATION

Total rate of return quotations for Class C shares, if quoted for periods of
one year or less, will give effect to the imposition of the 1.00% CDSC
assessed upon redemption of Class C shares during the first year. Such total
rate of return quotations may be accompanied by quotations which do not
reflect the deduction of the CDSC, and will thus be higher. Yield and
distribution rate calculations for Class C shares assume no CDSC is paid.

SHAREHOLDER SERVICES

INVESTMENT AND WITHDRAWAL PROGRAMS --

LETTER OF INTENT: Purchases of Class C shares will apply toward completion
of a Letter of Intent with respect to Class A shares. See the Prospectus for
further information on the Letter of Intent.

RIGHT OF ACCUMULATION: The current offering price value of an investor's
holdings of Class C shares will apply toward cumulative quantity discounts on
purchases of Class A shares. See the Prospectus for further information on the
Right of Accumulation.

DISTRIBUTION INVESTMENT PROGRAM: Prior to April 1, 1996, distributions made
on Class C shares of the MFS Funds could be automatically invested under the
Distribution Investment Program in shares of the MFS Money Market Fund at net
asset value. Effective April 1, 1996, distributions made on Class C shares of
the MFS Funds may no longer be automatically invested under the Distribution
Investment Program in shares of the MFS Money Market Fund. However, effective
April 1, 1996, distributions made on Class C shares of the MFS Funds may be
automatically invested under this Program in Class C shares of the MFS Cash
Reserve Fund, another money market fund sponsored by MFS.

SYSTEMATIC WITHDRAWAL PLAN: The aggregate withdrawals of Class C shares in
any year pursuant to a Systematic Withdrawal Plan ("SWP") will not be subject to
a CDSC and generally are limited to 10% of the value of the account at the time
of establishment of the SWP.

DOLLAR COST AVERAGING PROGRAMS --

AUTOMATIC EXCHANGE PLAN: Prior to April 1, 1996, Class C shares of the MFS
Funds were exchangeable under the Automatic Exchange Plan for shares of the MFS
Money Market Fund at net asset value. Effective April 1, 1996, Class C shares of
the MFS Funds may no longer be exchanged under the Automatic Exchange Plan for
shares of the MFS Money Market Fund. However, Class C shares of the MFS Cash
Reserve Fund, another money market fund sponsored by MFS, are available for such
exchanges effective April 1, 1996.

THE DATE OF THIS SUPPLEMENT IS APRIL 1, 1996

<PAGE>

The Statement of Additional Information dated July 1, 1995 of MFS Government
Securities Fund is incorporated in this Post-Effective Amendment No. 18 by
reference to the Statement of Additional Information of MFS Government
Securities Fund filed via EDGAR by the Registrant pursuant to the Rule 497 under
the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on June 30, 1995.

<PAGE>

The Annual Report to Shareholders dated February 28, 1995 of MFS Government
Securities Fund is incorporated into this Post-Effective Amendment No. 18 by
reference to the N-30D filed with the Securities and Exchange Commission via
EDGAR on May 1, 1995.

<PAGE>

MFS GOVERNMENT SECURITIES FUND

SUPPLEMENT TO THE JULY 1, 1995 STATEMENT OF ADDITIONAL INFORMATION

MANAGEMENT OF THE TRUST

As of February 29, 1996, all Trustees and officers as a group owned less than
1% of the outstanding shares of the Fund. Also as of February 29, 1996,
Merrill Lynch, Pierce, Fenner & Smith, Inc., P.O. Box 45286, Jacksonville,
Florida, was the record owner of 6.93% of the outstanding Class B shares of
the Fund.

INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS

The Portfolio of Investments at August 31, 1995, the Statement of Assets and
Liabilities at August 31, 1995, the Statement of Operations for the six months
ended August 31, 1995, the Statement of Changes in Net Assets for the six
months ended August 31, 1995 and for the year ended February 28, 1995, the
Notes to the Financial Statements and the Independent Auditors' Report, each
of which is included in the Semiannual Report to shareholders, are
incorporated by reference into this Supplement in reliance upon the report of
Deloitte & Touche LLP, independent auditors, given upon their authority as
experts in accounting and auditing. A copy of the Semiannual Report is
attached to this Supplement.

THE DATE OF THIS SUPPLEMENT IS APRIL 1, 1996.

<PAGE>

<PAGE>
[logo] MFS(SM) Semiannual Report
THE FIRST NAME IN MUTUAL FUNDS August 31, 1995

MFS(R) GOVERNMENT SECURITIES FUND
(A picture of two men sitting at a window.)
<PAGE>

MFS(R) GOVERNMENT SECURITIES FUND
<TABLE>
<S> <C>
TRUSTEES CUSTODIAN
A. Keith Brodkin<F1> - Chairman and President State Street Bank and Trust Company

Richard B. Bailey<F1> - Private Investor; AUDITORS
Former Chairman and Director (until 1991), Deloitte & Touche LLP
Massachusetts Financial Services Company
INVESTOR INFORMATION
Peter G. Harwood - Private Investor For MFS stock and bond market outlooks,
call toll free: 1-800-637-4458 anytime from
J. Atwood Ives - Chairman and Chief Executive a touch-tone telephone.
Officer, Eastern Enterprises
For information on MFS mutual funds,
Lawrence T. Perera - Partner, call your financial adviser or, for an
Hemenway & Barnes information kit, call toll free:
1-800-637-2929 any business day from
William J. Poorvu - Adjunct Professor, Harvard 9 a.m. to 5 p.m. Eastern time (or leave
University Graduate School of Business a message anytime).
Administration
INVESTOR SERVICE
Charles W. Schmidt - Private Investor MFS Service Center, Inc.
P.O. Box 2281
Arnold D. Scott<F1> - Senior Executive Vice Boston, MA 02107-9906
President and Secretary, Massachusetts
Financial Services Company For general information, call toll free:
1-800-225-2606 any business day from
Jeffrey L. Shames<F1> - President, Massachusetts 8 a.m. to 8 p.m. Eastern time.
Financial Services Company For service to speech- or hearing-impaired,
call toll free: 1-800-637-6576 any business
Elaine R. Smith - Independent Consultant day from 9 a.m. to 5 p.m. Eastern time.
(To use this service, your phone must be equipped with a
David B. Stone - Chairman, North American Telecommunications Device for the Deaf.)
Management Corp. (Investment Adviser)
For share prices, account balances and
exchanges, call toll free: 1-800-MFS-TALK
INVESTMENT ADVISER (1-800-637-8255) anytime from a touch-tone telephone.
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116-3741

DISTRIBUTOR
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116-3741

PORTFOLIO MANAGER
Steven E. Nothern<F1>

TREASURER
W. Thomas London<F1>

ASSISTANT TREASURER
James O. Yost<F1>

SECRETARY
Stephen E. Cavan<F1>

ASSISTANT SECRETARY
James R. Bordewick, Jr.<F1>

<FN>
<F1>Affiliated with the Investment Adviser
</TABLE>
<PAGE>

LETTER TO SHAREHOLDERS

Dear Shareholders:
The fixed-income market staged a strong rebound during the six-month period
ended August 31, 1995. The Federal Reserve Board ended its year-long string of
tightening steps last February and held policy steady through the spring. The
Federal Reserve subsequently lowered the federal funds rate 25 basis points
(0.25%) to 5.75% on July 6, citing the reduced threat of inflation. The fixed-
income market responded positively to this, as well as to signs of economic
slowdown and evidence that inflation pressures remain moderate. Two-year U.S.
Treasury yields, which were at 6.90% at the end of February 1995, declined to
5.85% by the end of August, while yields on 10-year Treasuries declined from
7.20% to 6.29%. In terms of investment results, an investment in two-year
Treasuries would have provided a total return of +4.81%, while an investment
in 10-year Treasuries would have produced a total return of +9.67%. Treasury
securities, if held to maturity, offer a fixed rate of return. The Fund, which
seeks to provide investors with current income and preservation of capital,
was an active participant in the rally. During this period, Class A shares of
the Fund provided a total return of +8.22%, while the total return on Class B
shares was +7.80%. Both of these returns assume the reinvestment of
distributions but exclude the effects of any sales charges. Complete
performance information for the Fund is provided on page four of this report.

Economic Outlook
Moderate, but sustainable growth appears to be the hallmark of the economic
expansion's fifth year. After slowing earlier in the summer, consumer spending
and homebuying were showing renewed strength by August 31, while businesses
continued to work off excess inventories and reduce factory output. Meanwhile,
overseas economies, particularly those of Germany and Japan, have not
recovered as expected, limiting U.S. export growth. However, we believe the
Federal Reserve's consistent and, so far, successful efforts to fight
inflation seem to be giving consumers and businesses enough confidence to help
maintain 2 1/2% to 3% real (adjusted for inflation) growth in gross domestic
product, at least through 1995.

Interest Rates
Although the Federal Reserve implemented a one-quarter percentage point
decrease in short-term interest rates in July, the effects of its seven rate
increases, which began in early 1994 and ended in February of this year, are
still being felt throughout the economy. While there have been some increases
in commodity prices, companies have not been able to pass along most of those
higher costs, partly because of the need to keep fighting for market share,
but also because wages and benefits of U.S. workers are still growing at a
pace that is near or perhaps below the inflation rate, limiting consumer
buying power. At the end of July, the nation's employment cost index had risen
at a rate of just 2.80% over the previous year, helping to contain cost
pressures. At the same time, however, the bond markets have apparently become
convinced that economic growth will be contained for the near future and have
allowed long-term interest rates to decline slightly. Although previous
monetary easing by the Federal Reserve has been followed by additional rate
reductions, prospects for further decreases in the current environment are
uncertain. Still, with long-term government bonds yielding 6.60%, in an
environment of 2 1/2% to 3% inflation, real rates of return in the fixed-
income markets remain relatively attractive.

Portfolio Performance and Strategy
During the past six months, we have increased the overall interest rate
sensitivity of the portfolio seeking to benefit from opportunities for capital
appreciation. The portfolio duration is currently 6.1 years, approximately
equivalent to an eight-year Treasury in overall interest rate sensitivity and
approximately 35% greater in duration than an unmanaged government-sector
index. Keep in mind, principal value and interest on Treasury securities are
guaranteed by the U.S. government if held to maturity. We anticipate
maintaining this exposure because a continued positive outlook for the bond
market is suggested by several investment themes. Inflation remains well
contained at a relatively low 2 1/2% to 3% level. Real interest rates are high
by historical standards, with inflation-adjusted federal funds 1% greater than
the long-term average of 1.80%; such high rates will limit how much growth in
domestic product can rebound. Also, the Federal Reserve has begun what should
be a sustained easing process, bringing the federal funds rate to the 4 1/2%
to 5% range. Meanwhile, unit labor costs are increasing very slowly, and
capacity utilization rates are declining. And finally, the dollar rebound will
limit import price inflation. Many of these positive themes, however, will
take a long time to play out.

With regard to the Fund's investments, our ability to invest in agencies,
Treasuries and mortgage-backed securities within a range of maturities has
proven helpful in this rapidly changing environment. The Fund remains
substantially invested in government-sponsored or agency securities, as we are
able to add attractive incremental yield to the portfolio in this sector.
Government guarantees apply only to the underlying securities held in the
portfolio and not to prices of shares held in a managed portfolio. The Fund's
mortgage-sector exposure, however, was reduced to approximately 35%, or about
neutral to an unmanaged government-securities index, as assets were
reallocated to intermediate-maturity Treasuries.

The mortgage-backed pass-through securities holdings consist of mostly 30-
year issues. These securities have a price sensitivity comparable to five-year
Treasuries, with yield spreads of 1.00% to 1.30% greater than comparable
Treasury issues. The mortgage market has been an attractive segment recently
given the wide yield spreads, low levels of issuance, and good call
protection, and we will likely increase exposure to this sector in the next
few months. The Fund will, however, continue to adhere to its policy of
avoiding any exposure to the more volatile mortgage-derivative securities.

As always, we will maintain our commitment to providing competitive and
consistent returns over the long term. We appreciate your support and welcome
any questions or comments you may have.

Respectfully,
- ---------------------- --------------------------
A photo of A. Keith Brodkin, A photo of Steven E. Nothern,
Chairman and President. Portfolio Manager
- ---------------------- --------------------------

/s/ A. Keith Brodkin /s/ Steven E. Nothern
A. Keith Brodkin Steven E. Nothern
Chairman and President Portfolio Manager

September 12, 1995
<PAGE>

PERFORMANCE SUMMARY

Because mutual funds like MFS Government Securities Fund are designed for
investors with long-term goals, we have provided cumulative results as well as
the average annual total returns for Class A and Class B shares for the
applicable time periods.

AVERAGE ANNUAL AND CUMULATIVE TOTAL RATES OF RETURN

Class A Investment Results
(net asset value change including reinvested distributions)

6 Months 1 Year 5 Years 10 Years
- -----------------------------------------------------------------------
Cumulative
Total Return* +8.22% +11.49% +54.37% +119.57%
- -----------------------------------------------------------------------
Average Annual
Total Return* -- +11.49% + 9.07% + 8.18%
- -----------------------------------------------------------------------

The average annual total returns, calculated for the period ended as of the
most recent calendar quarter as required by the Securities and Exchange
Commission (the SEC), with all distributions reinvested and reflecting the
maximum sales charge of 4.75% on the initial investment for the 1-, 5- and 10-
year periods ended June 30, 1995, were +7.03%, +7.79% and +7.82%,
respectively.

Class B Investment Results
(net asset value change including reinvested distributions)
8/30/93(+)-
6 Months 1 Year 8/31/95
- ------------------------------------------------------------------------
Cumulative Total Return(+)(+) + 7.80% +10.64% + 7.00%
- ------------------------------------------------------------------------
Average Annual Total Return(+)(+) -- +10.64% + 3.44%
- ------------------------------------------------------------------------

The average annual total returns, calculated for the period ended as of the
most recent calendar quarter as required by the SEC, with all distributions
reinvested and reflecting the current maximum contingent deferred sales charge
(CDSC) of 4% for the 1-year period ended June 30, 1995 and for the period from
August 30, 1993(+) to June 30, 1995, were +7.50% and +1.27%, respectively.

All results represent past performance and are not necessarily an indication
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost. All
Fund results reflect the applicable expense subsidy which is explained in the
Notes to Financial Statements. Had the subsidy not been in effect, the results
would have been less favorable. The subsidy may be rescinded by MFS at any
time.

* These results do not include the sales charge. If the charge had been
included, the results would have been lower.
(+) Commencement of offering of this class of shares.
(+)(+) These results do not include any CDSC. If the charge had been included,
the results would have been lower.
<PAGE>
PORTFOLIO OF INVESTMENTS - August 31, 1995
Bonds - 97.9%
- -----------------------------------------------------------------------------
Principal Amount
Issuer (000 Omitted) Value
- -----------------------------------------------------------------------------
Federal Home Loan Mortgage Corporation - 0.7%
FHLMC, 9s, 2001 - 2006 $ 2,953 $ 3,078,843
- -----------------------------------------------------------------------------
Federal National Mortgage Association - 12.0%
FNMA, 8.46s, 2002 $ 5,758 $ 6,069,565
FNMA, 8.5s, 2001 - 2010 32,952 22,598,438
FNMA, 9s, 2001 - 2007 8,336 8,701,063
FNMA, 9.5s, 2024 - 2025 13,938 14,661,284
--------------
$ 52,030,350
- -----------------------------------------------------------------------------
Financing Corporation - 13.1%
FICO, 10.7s, 2017 $20,790 $ 28,950,075
FICO, 9.8s, 2018 16,500 21,336,480
FICO, 10.35s, 2018 5,000 6,782,050
--------------
$ 57,068,605
- -----------------------------------------------------------------------------
Government National Mortgage Association - 26.4%
GNMA, 7s, 2023 - 2025 $39,259 $ 38,584,411
GNMA, 7.5s, 2022 - 2024 7,478 7,520,487
GNMA, 8.5s, 2001 - 2009 11,533 12,012,144
GNMA, 9s, 2004 - 2010 28,103 29,499,135
GNMA, 10.5s, 2020 8,958 9,878,996
GNMA, 10.75s, 2015 - 2016 396 431,980
GNMA, 11s, 2009 - 2020 10,574 11,797,064
GNMA, 11.5s, 2010 - 2013 1,938 2,186,717
GNMA, 12s, 2013 - 2015 1,041 1,172,653
GNMA, 12.5s, 2011 1,240 1,401,071
--------------
$ 114,484,658
- -----------------------------------------------------------------------------
Small Business Administration - 7.7%
SBA, 10.35s, 1997 $ 2,440 $ 2,578,323
SBA, 9.9s, 2008 1,301 1,470,091
SBA, 9.05s, 2009 2,649 2,907,951
SBA, 9.1s, 2009 3,578 3,941,513
SBA, 10.05s, 2009 1,526 1,740,152
SBA, 9.25s, 2010 3,572 3,971,428
SBA, 9.3s, 2010 5,096 5,690,036
SBA, 9.5s, 2010 343 386,241
SBA, 9.65s, 2010 1,682 1,899,657
SBA, 9.7s, 2010 1,604 1,814,089
SBA, 8.625s, 2011 4,275 4,647,691
SBA, 8.8s, 2011 2,129 2,339,310
--------------
$ 33,386,482
- -----------------------------------------------------------------------------
U.S. Treasury Obligations - 38.0%
U.S. Treasury Notes, 7.5s, 1999 $20,500 $ 21,553,905
U.S. Treasury Notes, 9.125s, 1999 12,000 13,209,360
U.S. Treasury Notes, 6.125s, 2000 10,000 10,017,189
U.S. Treasury Notes, 6.25s, 2000 13,500 13,601,250
U.S. Treasury Notes, 6.25s, 2003 6,000 5,993,460
U.S. Treasury Bonds, 10.75s, 2005 15,000 19,741,350
U.S. Treasury Bonds, 9.875s, 2015 35,500 47,692,120
U.S. Treasury Bonds, 7.125s, 2023 27,500 28,716,050
U.S. Treasury Bonds, 7.625s, 2025 4,000 4,456,880
--------------
$ 164,981,564
- -----------------------------------------------------------------------------
Total Bonds (Identified Cost, $419,709,401) $ 425,030,502
- -----------------------------------------------------------------------------
Repurchase Agreement - 0.7%
- -----------------------------------------------------------------------------
Prudential Bache Securities, Inc., dated
8/31/95, due 9/01/95, total to be
received $2,769,441 (secured by U.S.
Treasury Note, 6.875s, due 3/31/97,
market value $2,831,950),
at Cost and Value $ 2,769 $ 2,769,000
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $422,478,401) $ 427,799,502
Other Assets, Less Liabilities - 1.4% 6,164,934
- -----------------------------------------------------------------------------
Net Assets - 100.0% $ 433,964,436
- -----------------------------------------------------------------------------

See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
- ------------------------------------------------------------------------------
August 31, 1995
- ------------------------------------------------------------------------------
Assets:
Investments, at value (identified cost, $422,478,401) $ 427,799,502
Receivable for investments sold 10,770,684
Receivable for Fund shares sold 501,350
Interest receivable 5,856,206
Other assets 11,592
--------------
Total assets $ 444,939,334
--------------
Liabilities:
Cash overdraft $ 34,489
Payable for investments purchased 10,070,448
Payable for Fund shares reacquired 448,221
Payable to affiliates -
Management fee 2,235
Shareholder servicing agent fee 1,984
Distribution fee 187,639
Accrued expenses and other liabilities 229,882
--------------
Total liabilities $ 10,974,898
--------------
Net assets $ 433,964,436
==============
Net assets consist of:
Paid-in capital $ 462,347,050
Unrealized appreciation on investments 5,321,101
Accumulated net realized loss on investments (34,858,767)
Accumulated undistributed net investment income 1,155,052
--------------
Total $ 433,964,436
==============
Shares of beneficial interest outstanding 45,088,952
==============
Class A shares:
Net asset value and redemption price per share
(net assets of $318,316,255 / 33,062,465 shares of
beneficial interest outstanding) $ 9.63
======
Offering price per share (100/95.25) $10.11
======
Class B shares:
Net asset value and offering price per share
(net assets of $115,648,181 / 12,026,487 shares of
beneficial interest outstanding) $ 9.62
======

On sales of $100,000 or more, the offering price of Class A shares is reduced.
A contingent deferred sales charge may be imposed on redemptions of Class A
and Class B shares.

See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued

Statement of Operations
- ------------------------------------------------------------------------------
Six Months Ended August 31, 1995
- ------------------------------------------------------------------------------
Net investment income:
Interest income $17,105,261
-----------
Expenses -
Management fee $ 864,594
Trustees' compensation 16,376
Shareholder servicing agent fee (Class A) 240,164
Shareholder servicing agent fee (Class B) 120,435
Distribution and service fee (Class A) 560,382
Distribution and service fee (Class B) 547,433
Custodian fee 53,004
Postage 50,123
Printing 32,343
Auditing fees 29,900
Legal fees 2,828
Miscellaneous 124,369
-----------
Total expenses $ 2,641,951
Preliminary reduction of expenses by investment adviser (454,656)
-----------
Net expenses $ 2,187,295
-----------
Net investment income $14,917,966
-----------
Realized and unrealized gain (loss) on investments:
Realized gain (identified cost basis) on investment
transactions $ 9,212,623
Change in unrealized appreciation on investments 9,131,971
-----------
Net realized and unrealized gain on investments $18,344,594
-----------
Increase in net assets from operations $33,262,560
===========
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued

Statement of Changes in Net Assets
- ------------------------------------------------------------------------------
Six Months
Ended Year Ended
August 31, 1995 February 28, 1995
- ------------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
Net investment income $ 14,917,966 $ 30,647,310
Net realized gain (loss) on
investments 9,212,623 (30,049,219)
Net unrealized gain on investments 9,131,971 2,074,012
------------ ------------
Increase in net assets from
operations $ 33,262,560 $ 2,672,103
------------ ------------
Distributions declared to shareholders -
From net investment income (Class A) $(11,325,946) $(23,920,995)
From net investment income (Class B) (3,541,280) (6,552,834)
------------ ------------
Total distributions declared to
shareholders $(14,867,226) $(30,473,829)
------------ ------------
Fund share (principal) transactions -
Net proceeds from sales of shares $ 51,472,178 $ 76,797,389
Net asset value of shares issued to
shareholders in reinvestment of
distributions 9,127,803 18,466,757
Cost of shares reacquired (68,325,237) (129,977,096)
------------ ------------
Decrease in net assets from Fund
share transactions $ (7,725,256) $(34,712,950)
------------ ------------
Total increase (decrease) in net
assets $ 10,670,078 $(62,514,676)
Net assets:
At beginning of period 423,294,358 485,809,034
------------ ------------
At end of period (including
accumulated undistributed
(distributions in excess of) net
investment income of $1,155,052,
$1,104,312 and $(25,600),
respectively) $433,964,436 $423,294,358
============ ============
See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued

<TABLE>
<CAPTION>
Financial Highlights
- ------------------------------------------------------------------------------------------------------------------------
Six Eleven
Months Ended Year Ended Months Ended Year Ended March 31,
August 31, February 28, February 28, -----------------------------------------
1995 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------------
Class A
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $ 9.22 $ 9.79 $10.00 $ 9.43 $ 9.29 $ 9.10
------ ------ ------ ------ ------ ------
Income from investment operations<F3> -
Net investment income<F6> $ 0.34 $ 0.67 $ 0.63 $ 0.67 $ 0.75 $ 0.78
Net realized and unrealized
gain (loss) on investments 0.40 (0.58) (0.20) 0.60 0.14 0.19
------ ------ ------ ------ ------ ------
Total from investment
operations $ 0.74 $ 0.09 $ 0.43 $ 1.27 $ 0.89 $ 0.97
------ ------ ------ ------ ------ ------
Less distributions declared to
shareholders -
From net investment income $(0.33) $(0.66) $(0.58)<F4> $(0.70) $(0.75) $(0.78)
In excess of net realized
gain on investments -- -- (0.06) -- -- --
------ ------ ------ ------ ------ ------
Total distributions declared
to shareholders $(0.33) $(0.66) $(0.64) $(0.70) $(0.75) $(0.78)
------ ------ ------ ------ ------ ------
Net asset value - end of period $ 9.63 $ 9.22 $ 9.79 $10.00 $ 9.43 $ 9.29
====== ====== ====== ====== ====== ======
Total return<F5> 8.22%<F2> 1.21% 6.57% 13.94% 9.96% 11.13%

Ratios (to average net assets)/Supplemental data<F6>:
Expenses 0.83%<F1> 0.79% 0.68%<F1> 1.20% 1.25% 1.28%
Net investment income 7.07%<F1> 7.24% 6.83%<F1> 7.18% 7.95% 8.56%
Portfolio turnover 186% 385% 167% 264% 270% 95%
Net assets at end of period
(000 omitted) $318,316 $318,116 $372,702 $356,735 $356,366 $323,612

Net investment income $ 0.33 $ 0.65 $ 0.59 -- -- --
Ratios (to average net assets):
Expenses 1.04%<F1> 1.05% 1.17%<F1> -- -- --
Net investment income 6.86%<F1> 6.98% 6.34%<F1> -- -- --
</TABLE>

See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued

<TABLE>
<CAPTION>
Financial Highlights - continued
- ----------------------------------------------------------------------------------------------------------------------
Year Ended March 31, 1990 1989 1988 1987 1986 1985<F1>
- ----------------------------------------------------------------------------------------------------------------------
Class A
- ----------------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
<S> <C> <C> <C> <C> <C> <C>
Net asset value - beginning
of period $ 9.05 $ 9.56 $10.22 $10.53 $ 9.95 $ 9.53
------ ------ ------ ------ ------ ------

Income from investment operations -
Net investment income $ 0.82 $ 0.86 $ 0.87 $ 0.94 $ 1.07 $ 0.66
Net realized and
unrealized gain (loss) on
investments 0.04 (0.51) (0.59) (0.20) 0.68 0.33
------ ------ ------ ------ ------ ------
Total from investment
operations $ 0.86 $ 0.35 $ 0.28 $ 0.74 $ 1.75 $ 0.99
------ ------ ------ ------ ------ ------
Less distributions declared
to shareholders -
From net investment income $(0.81) $(0.86) $(0.88) $(0.94) $(1.08) $(0.57)
From net realized gain on
investments -- -- (0.06) (0.11) (0.09) --
------ ------ ------ ------ ------ ------
Total distributions
declared to
shareholders $(0.81) $(0.86) $(0.94) $(1.05) $(1.17) $(0.57)
------ ------ ------ ------ ------ ------
Net asset value - end of period $ 9.10 $ 9.05 $ 9.56 $10.22 $10.53 $ 9.95
====== ====== ====== ====== ====== ======
Total return<F3> 9.72% 3.84% 3.11% 7.48% 18.70% 15.52%<F2>
Ratios (to average net assets)/Supplemental data:
Expenses 1.29% 1.40% 1.18% 1.18% 1.09% 1.29%<F2>
Net investment income 8.81% 9.25% 9.10% 9.14% 10.43% 11.26%<F2>
Portfolio turnover 260% 346% 417% 191% 128% 158%
Net assets at end of period
(000 omitted) $327,877 $348,617 $397,239 $487,975 $343,270 $130,699

See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued

<TABLE>
<CAPTION>
Financial Highlights - continued
- ------------------------------------------------------------------------------------------------
Six
Months Ended Year Ended Period Ended
August 31, February 28, February 28,
1995 1995 1994<F1>
- ------------------------------------------------------------------------------------------------
Class B
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period $ 9.22 $ 9.78 $10.16
------ ------ ------
Income from investment operations<F4> -
Net investment income<F6> $ 0.30 $ 0.59 $ 0.30
Net realized and unrealized gain
(loss) on investments 0.41 (0.56) (0.43)
------ ------ ------
Total from investment operations $ 0.71 $ 0.03 $(0.13)
------ ------ ------
Less distributions declared to shareholders
from net investment income $(0.31) $(0.59) $(0.25)<F5>
------ ------ ------
Net asset value - end of period $ 9.62 $ 9.22 $ 9.78
====== ====== ======
Total return 7.80%<F3> 0.57% (1.29)%<F3>

Ratios (to average net assets)/Supplemental data<F6>:
Expenses 1.54%<F2> 1.51% 1.39%<F2>
Net investment income 6.36%<F2> 6.52% 5.92%<F2>
Portfolio turnover 186% 385% 167%

Net assets at end of period (000 omitted) $115,648 $105,178 $113,107

<FN>
<F1> For the period from the commencement of offering of Class B shares, August 30, 1993 to February 28, 1994.
<F2> Annualized.
<F3> Not annualized.
<F4> Per share data is based on average shares outstanding.
<F5> Amount includes distribution in excess of net investment income of less than $0.001 per share for the period indicated.
<F6> The investment adviser did not impose a portion of its management fee for the periods indicated. If this fee had been incurred
by the Fund, the net investment income per share and the ratios would have been:

Net investment income $ 0.29 $ 0.57 $ 0.28
Ratios (to average net assets):
Expenses 1.75%<F2> 1.77% 1.87%<F2>
Net investment income 6.15%<F2> 6.26% 5.44%<F2>
</TABLE>

See notes to financial statements
<PAGE>
NOTES TO FINANCIAL STATEMENTS - continued

NOTES TO FINANCIAL STATEMENTS
(1) Business and Organization
MFS Government Securities Fund (the Fund) is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management investment company.

(2) Significant Accounting Policies
Investment Valuations - Debt securities (other than short-term obligations
which mature in 60 days or less), including listed issues, are valued on the
basis of valuations furnished by dealers or by a pricing service with
consideration to factors such as institutional-size trading in similar groups
of securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics and other market data, without exclusive reliance upon
exchange or over-the-counter prices. Short-term obligations, which mature in
60 days or less, are valued at amortized cost, which approximates market
value. Securities for which there are no such quotations or valuations are
valued at fair value as determined in good faith by or at the direction of the
Trustees.

Repurchase Agreements - The Fund may enter into repurchase agreements with
institutions that the Fund's investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Fund requires
that the securities purchased in a repurchase transaction be transferred to
the custodian in a manner sufficient to enable the Fund to obtain those
securities in the event of a default under the repurchase agreement. The Fund
monitors, on a daily basis, the value of the securities transferred to ensure
that the value, including accrued interest, of the securities under each
repurchase agreement is greater than amounts owed to the Fund under each such
repurchase agreement.

Investment Transactions and Income - Investment transactions are recorded on
the trade date. Interest income is recorded on the accrual basis. All premium
and original issue discount are amortized or accreted for financial statement
and tax reporting purposes as required by federal income tax regulations.

Tax Matters and Distributions - The Fund's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its net taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. The Fund files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the basis
on which these financial statements are prepared. Accordingly, the amount of
net investment income and net realized gain reported on these financial
statements may differ from that reported on the Fund's tax return and,
consequently, the character of distributions to shareholders reported in the
financial highlights may differ from that reported to shareholders on Form
1099-DIV. Distributions to shareholders are recorded on the ex-dividend date.

The Fund distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between
the financial statements and tax earnings and profits which result in
temporary over-distributions for financial statement purposes, are classified
as distributions in excess of net investment income or accumulated net
realized gains.

At February 28, 1995, the Fund, for federal income tax purposes, had a capital
loss carryforward of $35,035,838, which may be applied against any net taxable
realized gains of each succeeding year until the earlier of its utilization or
expiration on February 28, 1997 ($10,822,527), February 28, 1998 ($2,369,461),
February 28, 1999 ($1,124,097) and February 28, 2003 ($20,719,753).

Multiple Classes of Shares of Beneficial Interest - The Fund offers Class A
and Class B shares. The two classes of shares differ in their respective
shareholder servicing agent, distribution and service fees. All shareholders
bear the common expenses of the Fund pro rata based on the average daily net
assets of each class, without distinction between share classes. Dividends are
declared separately for each class. No class has preferential dividend rights;
differences in per share dividend rates are generally due to differences in
separate class expenses.

(3) Transactions with Affiliates
Investment Adviser - The Fund has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an amount equal to the
lower of a) 0.40% of average net assets on an annualized basis, or b) 0.25% of
average daily net assets on an annualized basis and 3.40% of investment
income. The investment adviser did not impose a portion of its fee, which is
reflected as a preliminary reduction of expenses in the Statement of
Operations. The Fund pays no compensation directly to its Trustees who are
officers of the investment adviser, or to officers of the Fund, all of whom
receive remuneration for their services to the Fund from MFS. Certain of the
officers and Trustees of the Fund are officers or directors of MFS, MFS Fund
Distributors, Inc. (MFD) and MFS Service Center, Inc. (MFSC). The Fund has an
unfunded defined benefit plan for all of its independent Trustees and Mr.
Bailey. Included in Trustees' compensation is a net periodic pension expense
of $6,026 for the six months ended August 31, 1995.

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$52,452 for the six months ended August 31, 1995, as its portion of the sales
charge on sales of Class A shares of the Fund.

The Trustees have adopted separate distribution plans for Class A and Class B
shares pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
follows:

The Class A distribution plan provides that the Fund will pay MFD up to 0.35%
of its average daily net assets attributable to Class A shares in order that
MFD may pay expenses on behalf of the Fund related to the distribution and
servicing of its shares. These expenses include a service fee to each
securities dealer that enters into a sales agreement with MFD of up to 0.25%
per annum of the Fund's average daily net assets attributable to Class A
shares which are attributable to that securities dealer, a distribution fee to
MFD of up to 0.10% per annum of the Fund's average daily net assets
attributable to Class A shares, commissions to dealers and payments to MFD
wholesalers for sales at or above a certain dollar level, and other such
distribution-related expenses that are approved by the Fund. MFD retains the
service fee for accounts not attributable to a securities dealer which
amounted to $39,205 for the six months ended August 31, 1995. Fees incurred
under the distribution plan during the six months ended August 31, 1995 were
0.35% of average daily net assets attributable to Class A shares on an
annualized basis.

The Class B distribution plan provides that the Fund will pay MFD a
distribution fee of 0.75% per annum, and a service fee of up to 0.25% per
annum, of the Fund's average daily net assets attributable to Class B shares.
MFD will pay to securities dealers that enter into a sales agreement with MFD
all or a portion of the service fee attributable to Class B shares. The
service fee is intended to be additional consideration for services rendered
by the dealer with respect to Class B shares. MFD retains the service fee for
accounts not attributable to a securities dealer, which amounted to $15,643,
for Class B shares for the six months ended August 31, 1995. Fees incurred
under the distribution plan during the six months ended August 31, 1995 were
1.00% of average daily net assets attributable to Class B shares on an
annualized basis.

A contingent deferred sales charge is imposed on shareholder redemptions of
Class A shares, on purchases of $1 million or more, in the event of a
shareholder redemption within twelve months following the share purchase. A
contingent deferred sales charge is imposed on shareholder redemptions of
Class B shares in the event of a shareholder redemption within six years of
purchase. MFD receives all contingent deferred sales charges. Contingent
deferred sales charges imposed during the six months ended August 31, 1995
were $937 and $159,854 for Class A and Class B shares, respectively.

Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a
fee for its services as shareholder servicing agent. The fee is calculated as
a percentage of the average daily net assets of each class of shares at an
effective annual rate of up to 0.15% and up to 0.22% attributable to Class A
and Class B shares, respectively.

(4) Portfolio Securities
Purchases and sales of investments, other than short-term obligations,
aggregated $787,999,860 and $807,940,472, respectively.

The cost and unrealized appreciation or depreciation in value of the
investments owned by the Fund, as computed on a federal income tax basis, are
as follows:

Aggregate cost $422,478,401
============
Gross unrealized appreciation $ 8,609,203
Gross unrealized depreciation (3,288,102)
------------
Net unrealized appreciation $ 5,321,101
============

(5) Shares of Beneficial Interest
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value). Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
Class A Shares
Six Months Ended Year Ended
August 31, 1995 February 28, 1995
--------------------------------- ---------------------------------
Shares Amount Shares Amount
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 2,439,015 $ 23,160,850 3,766,026 $ 34,652,633
Shares issued to shareholders in
reinvestment
of distributions 730,261 6,858,558 1,546,361 14,188,551
Shares reacquired (4,593,923) (43,517,177) (8,908,608) (82,026,936)
-------------- ---------------- -------------- ----------------
Net decrease (1,424,647) $ (13,497,769) (3,596,221) $ (33,185,752)
============== ================ ============== ================

<CAPTION>
Class B Shares
Six Months Ended Year Ended
August 31, 1995 February 28, 1995
--------------------------------- ---------------------------------
Shares Amount Shares Amount
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold 3,003,832 $ 28,311,328 4,578,868 $ 42,144,756
Shares issued to shareholders in
reinvestment
of distributions 241,847 2,269,245 466,207 4,278,206
Shares reacquired (2,626,749) (24,808,060) (5,201,800) (47,950,160)
-------------- ---------------- -------------- ----------------
Net increase (decrease) 618,930 $ 5,772,513 (156,725) $ (1,527,198)
============== ================ ============== ================
</TABLE>

(6) Line of Credit
The Fund entered into an agreement which enables it to participate with other
funds managed by MFS in an unsecured line of credit with a bank which permits
borrowings up to $350 million, collectively. Borrowings may be made to
temporarily finance the repurchase of Fund shares. Interest is charged to each
fund, based on its borrowings, at a rate equal to the bank's base rate. In
addition, a commitment fee, based on the average daily unused portion of the
line of credit, is allocated among the participating funds at the end of each
quarter. The commitment fee allocated to the Fund for the six months ended
August 31, 1995 was $2,734.
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of MFS Government Securities Fund:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of MFS Government Securities Fund as
of August 31, 1995, the related statement of operations for the six months
then ended, the statements of changes in net assets for the six months then
ended and the year ended February 28, 1995, and the financial highlights for
the six months ended August 31, 1995, the year ended February 28, 1995, the
eleven months ended February 28, 1994 and each of the years in the nine-year
period ended March 31, 1993. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of the
securities owned at August 31, 1995 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of MFS Government
Securities Fund at August 31, 1995, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 6, 1995

---------------------------------------------
This report is prepared for the general information of shareholders. It is
authorized for distribution to prospective investors only when preceded or
accompanied by a current prospectus.
<PAGE>

MFS(R)
GOVERNMENT ---------------
SECURITIES BULK RATE
FUND U.S. POSTAGE
PAID
500 Boylston Street PERMIT #55638
Boston, MA 02116 BOSTON, MA
---------------
[logo] MFS(SM)
THE FIRST NAME IN MUTUAL FUNDS

MGS-3-10/95 29.5M 26/226

<PAGE>
PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS INCLUDED IN PART A:
For the period from July 25, 1985, (commencement of
investment operations) to March 31, 1993, the
eleven months ended February 28, 1994, the year
ended February 28, 1995 and the six months ended
August 31, 1995:
Financial Highlights

FINANCIAL STATEMENTS INCLUDED IN PART B:
At February 28, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*

At August 31, 1995:
Portfolio of Investments**
Statement of Assets and Liabilities**

For the year ended February 28, 1995:
Statement of Operations*

For the six months ended August 31, 1995:
Statement of Operations**

For the year ended March 31, 1993, the eleven month
period ended February 28, 1994 and the year ended
February 28, 1995:
Statement of Changes in Net Assets*

For the year ended February 28, 1995 and the six
months ended August 31, 1995:
Statement of Changes in Net Assets**

- -------------------------------
* Incorporated herein by reference to the Fund's Annual Report to
shareholders dated February 28, 1995, which was filed with the SEC on May
1, 1995.

** Incorporated herein by reference to the Fund's Semi-Annual Report to
shareholders dated August 31, 1995, which was filed with the SEC via EDGAR
on October 27, 1995.

(B) EXHIBITS:

1 (a) Amended and Restated Declaration of
Trust, dated March 20, 1995. (3)

(b) Amendment to the Declaration of Trust,
dated March 13, 1996; filed herewith.

2 Amended and Restated By-Laws, dated
December 21, 1994. (3)

3 Not Applicable.

4 Form of Share Certificate for Class A
and B shares. (4)

5 (a) Investment Advisory Agreement dated
July 18, 1984 by and between the
Registrant and Massachusetts Financial
Services Company. (6)

(b) Amendment to the Investment Advisory
Agreement, dated February 1,
1994. (6)

6 (a) Distribution Agreement, dated January
1, 1995. (3)

(b) Dealer Agreement between MFS Fund
Distributors Inc. and a dealer, dated
December 28, 1994, and the Mutual Fund
Agreement between MFD and a bank
or NASD affiliate, dated December 28,
1994. (2)

7 Retirement Plan for Non-Interested
Person Trustees, dated April 1,
1991. (6)

8 (a) Custodian Contract between Registrant
and State Street Bank & Trust
Company, dated May 24, 1988. (6)

(b) Amendment to Custodian Contract, dated
May 24, 1988. (6)

(d) Amendment to Custodian Contract, dated
September 17, 1991. (6)

9 (a) Shareholder Servicing Agreement
between Registrant and Massachusetts
Financial Service Center, dated
August 1, 1985. (6)

(b) Amendment to Shareholder Servicing
Agent Agreement, dated August 30,
1993. (6)

(d) Dividend Disbursing Agency Agreement,
dated February 1, 1986. (4)

(e) Exchange Privilege Agreement, dated
September 1, 1993. (4)

(f) Loan Agreement by and among The Banks
Named Therein, The MFS Funds
Named Therein, and The First National
Bank of Boston as Agent, dated
February 21, 1995. (1)

10 Opinion and Consent of Counsel for the
fiscal year ended February 28, 1995,
filed with the Rule 24f-2 Notice on
April 28, 1995. (3)

11 Consent of Deloitte & Touche; filed
herewith.

12 Not Applicable.

13 Not Applicable.

14 (a) Forms for Individual Retirement
Account Disclosure Statement as
currently in effect. (5)

(b) Forms for MFS 403(b) Custodial Account
Agreement as currently in effect. (5)

15 (a) Amended and Restated Distribution Plan
for Class A Shares, dated
December 21, 1994. (3)

(b) Amended and Restated Distribution Plan
for Class B Shares, dated
December 21, 1994. (3)

16 (a) Schedule for Computation of
Performance Quotations - Average
Annual Total Rate of Return, Aggregate
Total Rate of Return and Standardized
Yield. (2)

17 Financial Data Schedules for Class A
and Class B of the Fund; filed
herewith.

18 Not Applicable.

Power of Attorney dated September 21,
1994. (3)

- -----------------------------

(1) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS Municipal
Income Trust (File No. 811-4841) filed with the SEC via EDGAR on February
28, 1995.

(2) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 26 filed with the SEC via EDGAR
on February 22, 1995.

(3) Incorporated by reference to Registrant's Post-Effective Amendment No. 16
filed with the SEC via EDGAR on June 28, 1995.

(4) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 28 filed with the SEC via EDGAR
on July 28, 1995.

(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR on
August 28, 1995.

(6) Incorporated by reference to Registrant's Post-Effective Amendment No. 17
filed with the SEC via EDGAR on October 13, 1995.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>

<S> <C> <C>
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 18,497
(without par value) (as of February 28, 1996)

Class B Shares of Beneficial Interest 6,926
(without par value) (as of February 28, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of February 28, 1996)
</TABLE>

ITEM 27. INDEMNIFICATION

Reference is hereby made to (a) Article V of Registrant's Declaration of
Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 16, filed with the SEC on June 28, 1995 and (b) Section 9 of the Shareholder
Servicing Agent Agreement, incorporated by reference to Registrant's
Post-Effective Amendment No. 17, filed with the SEC on October 13, 1995.

The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940, as amended.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

MFS serves as investment adviser to the following open-end Funds comprising
the MFS Family of Funds: Massachusetts Investors Trust, Massachusetts Investors
Growth Stock Fund, MFS Growth Opportunities Fund, MFS Government Securities
Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which has eight
series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, MFS World Asset
Allocation Fund, MFS Aggressive Growth Fund, MFS Research Growth and Income
Fund, MFS Core Growth Fund, MFS Equity Income Fund and MFS Special Opportunities
Fund), MFS Series Trust II (which has four series: MFS Emerging Growth Fund, MFS
Capital Growth Fund, MFS Intermediate Income Fund and MFS Gold & Natural
Resources Fund), MFS Series Trust III (which has two series: MFS High Income
Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has four
series: MFS Money Market Fund, MFS Government Money Market Fund, MFS Municipal
Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series: MFS Total
Return Fund and MFS Research Fund), MFS Series Trust VI (which has three series:
MFS World Total Return Fund, MFS Utilities Fund and MFS World Equity Fund), MFS
Series Trust VII (which has two series: MFS World Governments Fund and MFS Value
Fund), MFS Series Trust VIII (which has two series: MFS Strategic Income Fund
and MFS World Growth Fund), MFS Series Trust IX (which has three series: MFS
Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited Maturity Fund),
MFS Series Trust X (which has four series: MFS Government Mortgage Fund,
MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign & Colonial
International Growth Fund and MFS/Foreign & Colonial International Growth and
Income Fund), and MFS Municipal Series Trust (which has 19 series: MFS Alabama
Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS California Municipal
Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia Municipal Bond Fund, MFS
Louisiana Municipal Bond Fund, MFS Maryland Municipal Bond Fund, MFS
Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS New
York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Texas Municipal Bond Fund, MFS Virginia
Municipal Bond Fund, MFS Washington Municipal Bond Fund, MFS West Virginia
Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.

MFS also serves as investment adviser of the following no-load, open-end
Funds: MFS Institutional Trust ("MFSIT") (which has seven series), MFS Variable
Insurance Trust ("MVI") (which has twelve series) and MFS Union Standard Trust
("UST") (which has two series). The principal business address of each of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.

In addition, MFS serves as investment adviser to the following closed-end
Funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS Government
Markets Income Trust, MFS Intermediate Income Trust, MFS Charter Income Trust
and MFS Special Value Trust (the "MFS Closed-End Funds"). The principal business
address of each of the aforementioned Funds is 500 Boylston Street, Boston,
Massachusetts 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal business address of each is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.

MFS International Ltd. ("MIL"), a limited liability company organized under
the laws of the Republic of Ireland and a subsidiary of MFS, whose principal
business address is 41-45 St. Stephen's Green, Dublin 2, Ireland, serves as
investment adviser to and distributor for MFS International Fund (which has four
portfolios: MFS International Funds-U.S. Equity Fund, MFS International
Funds-U.S. Emerging Growth Fund, MFS International Funds-Global Governments Fund
and MFS International Funds-Charter Income Fund) (the "MIL Funds"). The MIL
Funds are organized in Luxembourg and qualify as an undertaking for collective
investments in transferable securities (UCITS). The principal business address
of the MIL Funds is 47, Boulevard Royal, L-2449 Luxembourg.

MIL also serves as investment adviser to and distributor for MFS Meridian
U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS Meridian Global
Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS Meridian Global
Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian World Growth Fund,
MFS Meridian Money Market Fund, MFS Meridian World Total Return Fund, MFS
Meridian U.S. Equity Fund and MFS Meridian Research Fund (collectively the "MFS
Meridian Funds"). Each of the MFS Meridian Funds is organized as an exempt
company under the laws of the Cayman Islands. The principal business address of
each of the MFS Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands,
British West Indies.

MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.

MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI, UST and MFSIT.

Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary of
MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).

MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS, serves
as shareholder servicing agent to the MFS Funds, the MFS Closed-End Funds,
MFSIT, MVI and UST.

MFS Asset Management, Inc. ("AMI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS,
markets MFS products to retirement plans and provides administrative and record
keeping services for retirement plans.

MFS

The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold D.
Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is the Chairman, Mr.
Shames is the President, Mr. Scott is a Senior Executive Vice President and
Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, Stephen E. Cavan is a Senior
Vice President, General Counsel and an Assistant Secretary, Joseph W. Dello
Russo is a Senior Vice President, Chief Financial Officer and Treasurer, Robert
T. Burns is a Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Assistant
Treasurer.

MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND

A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice President of
MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.

MFS SERIES TRUST II

A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg, Senior
Vice President of MFS, is a Vice President, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James O. Yost is the Assistant Treasurer, and
James R. Bordewick, Jr., is the Assistant Secretary.

MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST

A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost is the Assistant Treasurer, and James R. Bordewick,
Jr., is the Assistant Secretary.

MFS SERIES TRUST III

A. Keith Brodkin is the Chairman and President, James T. Swanson, Robert J.
Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice Presidents of MFS,
Bernard Scozzafava, Vice President of MFS, and Matthew Fontaine, Assistant Vice
President of MFS, are Vice Presidents, Sheila Burns-Magnan and Daniel E.
McManus, Assistant Vice Presidents of MFS, are Assistant Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer, and James R. Bordewick, Jr., is the Assistant
Secretary.

MFS SERIES TRUST IV
MFS SERIES TRUST IX

A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.

MFS SERIES TRUST VII

A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

MFS SERIES TRUST VIII

A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames, Leslie
J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D. Laupheimer, Jr.,
Vice President of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James O. Yost is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.

MFS MUNICIPAL SERIES TRUST

A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and Robert
A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter and David
R. King, Vice Presidents of MFS, are Vice Presidents, Daniel E. McManus,
Assistant Vice President of MFS, is an Assistant Vice President, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

MFS VARIABLE INSURANCE TRUST
MFS UNION STANDARD TRUST
MFS INSTITUTIONAL TRUST

A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

MFS MUNICIPAL INCOME TRUST

A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and Robert
J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost, is the Assistant Treasurer and James R.
Bordewick, Jr., is the Assistant Secretary.

MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST

A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin, Leslie
J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice President of
MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.

MFS SPECIAL VALUE TRUST

A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames, Patricia
A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.

SGVAF

W. Thomas London is the Treasurer.

MIL

A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President and
the Clerk, James R. Bordewick, Jr. is a Director, Vice President and an
Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo is
the Treasurer and Thomas B. Hastings is the Assistant Treasurer.

MIL-UK

A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott, Jeffrey
L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E. Cavan is a
Director and the Secretary, Ziad Malek is the President, James E. Russell is the
Treasurer, and Robert T. Burns is the Assistant Secretary.

MIL FUNDS

A. Keith Brodkin is the Chairman, President and a Director, Richard B.
Bailey, John A. Brindle and Richard W. S. Baker are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary, and
Ziad Malek is a Senior Vice President.

MFS MERIDIAN FUNDS

A. Keith Brodkin is the Chairman, President and a Director, Richard B.
Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott and Jeffrey L.
Shames are Directors, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James R. Bordewick, Jr., is the Assistant Secretary, James O. Yost is
the Assistant Treasurer, and Ziad Malek is a Senior Vice President.

MFD

A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, William W. Scott, Jr., an Executive Vice
President of MFS, is the President, Stephen E. Cavan is the Secretary, Robert T.
Burns is the Assistant Secretary, Joseph W. Dello Russo is the Treasurer, and
Thomas B. Hastings is the Assistant Treasurer.

CIAI

A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery is
the Vice President, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings
is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T.
Burns is the Assistant Secretary.

MFSC

A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive Vice
President, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T. Burns is
the Assistant Secretary.

AMI

A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames, and
Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President and a
Director, Leslie J. Nanberg is a Senior Vice President, a Managing Director and
a Director, George F. Bennett, Carol A. Corley, John A. Gee, Brianne Grady and
Kevin R. Parke are Senior Vice Presidents and Managing Directors, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and
Robert T. Burns is the Secretary.

RSI

William W. Scott, Jr., Joseph A. Recomendes and Bruce C. Avery are
Directors, Arnold D. Scott is the Chairman and a Director, Douglas C. Grip, a
Senior Vice President of MFS, is the President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary and Sharon A. Brovelli
is a Senior Vice President.

In addition, the following persons, Directors or officers of MFS, have the
affiliations indicated:

A. Keith Brodkin Director, Sun Life Assurance Company
of Canada (U.S.), One Sun Life
Executive Park, Wellesley Hills,
Massachusetts

Director, Sun Life Insurance and
Annuity Company of New York, 67
Broad Street, New York, New York

John R. Gardner President and a Director, Sun
Life Assurance Company of Canada,
Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada
(Mr. Gardner is also an officer
and/or Director of various
subsidiaries and affiliates of
Sun Life)

John D. McNeil Chairman, Sun Life Assurance Company
of Canada, Sun Life Centre, 150
King Street West, Toronto,
Ontario, Canada (Mr. McNeil is
also an officer and/or Director
of various subsidiaries and
affiliates of Sun Life)

Joseph W. Dello Russo Director of Mutual Fund Operations,
The Boston Company, Exchange
Place, Boston, Massachusetts
(until August, 1994)

ITEM 29. DISTRIBUTORS

(a) Reference is hereby made to Item 28 above.

(b) Reference is hereby made to Item 28 above; the principal
business address of each of these persons is 500 Boylston Street, Boston,
Massachusetts 02116.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts and records of the Registrant are located, in
whole or in part, at the office of the Registrant and the following locations:

NAME ADDRESS

Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116

MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116

State Street Bank and State Street South
Trust Company (custodian) 5 - West
North Quincy, MA 02171

MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) Not applicable.

(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest Annual Report to shareholders
upon request and without charge.

(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 25th day of March, 1996.

MFS GOVERNMENT
SECURITIES FUND

By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on March 25, 1996.

SIGNATURE TITLE

A. KEITH BRODKIN* Chairman, President (Principal Executive
- --------------------- Officer) and Trustee
A. Keith Brodkin

W. THOMAS LONDON* Treasurer (Principal Financial Officer
- --------------------- and Principal Accounting Officer)
W. Thomas London

RICHARD B. BAILEY* Trustee
- ---------------------
Richard B. Bailey

PETER G. HARWOOD* Trustee
- ---------------------
Peter G. Harwood

J. ATWOOD IVES* Trustee
- ---------------------
J. Atwood Ives

LAWRENCE T. PERERA* Trustee
- ---------------------
Lawrence T. Perera

WILLIAM J. POORVU* Trustee
- ---------------------
William J. Poorvu

CHARLES W. SCHMIDT* Trustee
- ---------------------
Charles W. Schmidt

ARNOLD D. SCOTT* Trustee
- ---------------------
Arnold D. Scott

JEFFREY L. SHAMES* Trustee
- ---------------------
Jeffrey L. Shames

ELAINE R. SMITH* Trustee
- ---------------------
Elaine R. Smith

DAVID B. STONE* Trustee
- ---------------------
David B. Stone

*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact

Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to a
Power of Attorney dated September 21,
1994, incorporated by reference to the
Registrant's Post-Effective Amendment
No. 16 filed with the Securities and
Exchange Commission on June 28, 1995.

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.

1 (b) Amendment to the Declaration of Trust, dated March 13, 1996.
9 (c) Form of Amendment to Shareholder Servicing Agent Agreement.
11 Consent of Independent Auditors.
14 (c) Form of Distribution Plan for Class C Shares.
27 Financial Data Schedules.

<PAGE>

EXHIBIT NO. 99.1(b)

MFS GOVERNMENT SECURITIES FUND

CERTIFICATION OF AMENDMENT

TO THE DECLARATION OF TRUST

ESTABLISHMENT AND DESIGNATION

OF CLASSES

The undersigned, being a majority of the Trustees of MFS Government
Securities Fund (the "Trust"), a business trust organized under the laws of The
Commonwealth of Massachusetts pursuant to an Amended and Restated Declaration of
Trust dated March 15, 1995, as amended (the "Declaration"), acting pursuant to
Section 6.10 of the Declaration, do hereby divide the shares of the Trust to
create an additional class of shares, within the meaning of Section 6.10, as
follows:

1. The additional class of shares is designated "Class C Shares";

2. Class C Shares shall be entitled to all the rights and preferences
accorded to shares under the Declaration;

3. The purchase price of Class C Shares, the method of determination of the
net asset value of Class C Shares, the price, terms and manner of
redemption of Class C Shares, and the relative dividend rights of
holders of Class C Shares shall be established by the Trustees of the
Trust in accordance with the Declaration and shall be set forth in the
current prospectus and statement of additional information of the Trust
or any series thereof, as amended from time to time, contained in the
Trust's registration statement under the Securities Act of 1933, as
amended;

4. Class C Shares shall vote together as a single class except that Shares
of a class may vote separately on matters affecting only that class and
Shares of a class not affected by a matter will not vote on that matter;
and

5. A class of Shares of any series of the Trust may be terminated by the
Trustees by written notice to the Shareholders of the class.
<PAGE>

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed
this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 21st day of February, 1996.

A. KEITH BRODKIN CHARLES W. SCHMIDT
- ----------------------- ---------------------------
A. Keith Brodkin Charles W. Schmidt
76 Farm Road 63 Claypit Hill Road
Sherborn, MA 01770 Wayland, MA 01778

RICHARD B. BAILEY ARNOLD D. SCOTT
- ----------------------- ---------------------------
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110

PETER G. HARWOOD JEFFREY L. SHAMES
- ----------------------- ---------------------------
Peter G. Harwood Jeffrey L. Shames
211 Lindsay Pond Road 60 Brookside Road
Concord, MA 01742 Needham, MA 02192

ELAINE R. SMITH
- ----------------------- ---------------------------
J. Atwood Ives Elaine R. Smith
1 Bennington Road 75 Scotch Pine Road
Lexington, MA 02173 Weston, MA 02193

LAWRENCE T. PERERA DAVID B. STONE
- ----------------------- ---------------------------
Lawrence T. Perera David B. Stone
18 Marlborough Street 282 Beacon Street
Boston, MA 02116 Boston, MA 02116

WILLIAM J. POORVU
- -----------------------
William J. Poorvu
975 Memorial Drive
Cambridge, MA 02138

<PAGE>
EXHIBIT NO. 99.9(c)

MFS GOVERNMENT SECURITIES FUND
500 BOYLSTON STREET o BOSTON o MASSACHUSETTS o 02116
(617) o 954-5000

January 17, 1996

MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116

Dear Sir/Madam:

This will confirm our understanding that Exhibit B to the Shareholder Servicing
Agent Agreement between us, dated August 1, 1985, as modified by a letter
agreement dated August 30, 1993, is hereby amended, effective immediately, to
read in its entirety as set forth on Attachment 1 hereto.

Please indicate your acceptance of the foregoing by signing below.

Sincerely,

MFS GOVERNMENT SECURITIES FUND

By: W. THOMAS LONDON
---------------------
W. Thomas London
Treasurer

Accepted and Agreed:

MFS SERVICE CENTER, INC.

By: JAMES E. RUSSELL
- ---------------------
James E. Russell
Treasurer

<PAGE>
ATTACHMENT 1
MARCH 29, 1996

EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MFS SERIES TRUST III (THE "FUND")

1. The fees to be paid by the Fund on behalf of its series with respect to
Class A shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:

0.15% of the first $500 million of the assets of the series
attributable to such class;

0.12% of the second $500 million of the assets of the series
attributable to such class;

0.09% over $1 billion of the assets of the series attributable to such
class.

2. The fees to be paid by the Fund on behalf of its series with respect to
Class B shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:

0.22% of the first $500 million of the assets of the series
attributable to such class;

0.18% of the second $500 million of the assets of the series
attributable to such class;

0.13% over $1 billion of the assets of the series attributable to such
class.

3. The fees to be paid by the Fund on behalf of its series with respect to
Class C shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:

0.15% of the first $500 million of the assets of the series
attributable to such class;

0.12% of the second $500 million of the assets of the series
attributable to such class;

0.09% over $1 billion of the assets of the series attributable to such
class.

<PAGE>
EXHIBIT NO. 99.11

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective
Amendment No. 18 to Registration Statement No. 2-74959 of MFS Government
Securities Fund of our report dated October 6, 1995 appearing in the semiannual
report to shareholders for the six months ended August 31, 1995, and to the
references to us under the headings "Condensed Financial Information" in the
Supplement to the Prospectus and Statement of Additional Information and
"Independent Accountants and Financial Statements" in the Supplement to the
Statement of Additional Information, which are a part of such Registration
Statement.

DELOITTE & TOUCHE LLP
- ----------------------
Deloitte & Touche LLP
Boston, Massachusetts
March 25, 1996

<PAGE>

EXHIBIT NO. 99.14(c)

MFS GOVERNMENT SECURITIES FUND
PLAN OF DISTRIBUTION

PLAN OF DISTRIBUTION with respect to the shares of beneficial interest to be
designated "CLASS C" of MFS GOVERNMENT SECURITIES FUND (the "Fund"), a
Massachusetts business trust, dated January 17, 1996.

WITNESSETH:

WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and

WHEREAS, the Fund intends to distribute the shares of beneficial interest
(without par value) of the Fund designated Class B Shares (the "Shares") in
accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Distribution Plan (the "Plan") as a plan of distribution pursuant to
such Rule; and

WHEREAS, the Fund desires for MFS Fund Distributors, Inc., a Delaware
corporation, to provide certain distribution services for the Fund (the
"Distributor"); and

WHEREAS, the Fund has entered into a distribution agreement (the
"Distribution Agreement") (in a form approved by the Board of Trustees of the
Fund in a manner specified in such Rule 12b-1) with the Distributor, whereby the
Distributor will provide facilities and personnel and render services to the
Fund in connection with the offering and distribution of the Shares; and

WHEREAS, the Fund recognizes and agrees that (a) the Distributor may retain
the services of firms or individuals to act as dealers (the "Dealers") of the
Shares in connection with the offering of Shares, and (b) the Distributor may
make payments for such services to the Dealers out of the fee paid to the
Distributor hereunder, any deferred sales charges imposed by the Distributor in
connection with the repurchase of Shares, its profits or any other source
available to it; and

WHEREAS, the Fund recognizes and agrees that the Distributor may impose
certain deferred sales charges in connection with the repurchase of Shares by
the Fund, and the Distributor may retain (or receive from the Fund, as the case
may be) all such deferred sales charges; and

WHEREAS, the Board of Trustees of the Fund, in considering whether the Fund
should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Fund and its Class B
shareholders;

NOW, THEREFORE, the Board of Trustees of the Fund hereby adopts this Plan
for the Fund as a plan for distribution relating to the Shares in accordance
with Rule 12b-1, on the following terms and conditions:

1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares. Among other things, the Distributor shall be responsible for
commissions payable to Dealers, all expenses of printing (excluding typesetting)
and distributing prospectuses to prospective shareholders and providing such
other related services as are reasonably necessary in connection therewith.

2. The Distributor shall bear all distribution-related expenses to the
extent specified in the Distribution Agreement in providing the services
described in paragraph 1, including without limitation, the compensation of
personnel necessary to provide such services and all costs of travel, office
expenses (including rent and overhead), equipment, printing, delivery and
mailing costs.

3. It is understood that the Distributor may impose certain deferred sales
charges in connection with the repurchase of Shares by the Fund and the
Distributor may retain (or receive from the Fund, as the case may be) all such
deferred sales charges. As additional consideration for all services performed
and expenses incurred in the performance of its obligations under the
Distribution Agreement, the Fund shall pay the Distributor a distribution fee
periodically at a rate of 0.75% per annum of the Fund's average daily net assets
attributable to the Shares.

4. As partial consideration for the personal services and/or account
maintenance services performed by each Dealer in the performance of its
obligations under its dealer agreement with the Distributor, the Fund shall pay
each Dealer a service fee periodically at a rate not to exceed 0.25% per annum
of the portion of the average daily net assets of the Fund that is represented
by Shares that are owned by investors for whom such Dealer is the holder or
dealer of record. That portion of the Fund's average daily net assets on which
the fees payable under this paragraph 4 hereof are calculated may be subject to
certain minimum amount requirements as may be determined, and additional or
different dealer qualification standards that may be established from time to
time, by the Distributor. The Distributor shall be entitled to be paid any fees
payable under this paragraph 4 hereof with respect to Shares for which no Dealer
of record exists or qualification standards have not been met as partial
consideration for personal services and/or account maintenance services provided
by the Distributor to the Shares. The service fee payable pursuant to this
paragraph 4 may from time to time be paid by the Fund to the Distributor and the
Distributor will then pay these fees on behalf of the Fund.

5. The Fund understands that agreements between the Distributor and the
Dealers may provide for payment of commissions to Dealers in connection with the
sales of Shares and may provide for a portion (which may be all or substantially
all) of the fees payable by the Fund to the Distributor under the Distribution
Agreement to be paid by the Distributor to the Dealers in consideration of the
Dealer's services as a dealer of the Shares. Except as described in paragraph 4,
nothing in this Plan shall be construed as requiring the Fund to make any
payment to any Dealer or to have any obligations to any Dealer in connection
with services as a dealer of the Shares. The Distributor shall agree and
undertake that any agreement entered into between the Distributor and any Dealer
shall provide that, except as provided in paragraph 4, such Dealer shall look
solely to the Distributor for compensation for its services thereunder and that
in no event shall such Dealer seek any payment from the Fund.

6. The Fund shall pay all fees and expenses of any independent auditor,
legal counsel, investment adviser, administrator, transfer agent, custodian,
shareholder servicing agent, registrar or dividend disbursing agent of the Fund;
expenses of distributing and redeeming Shares and servicing shareholder
accounts; expenses of preparing, printing and mailing prospectuses, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to shareholders of the Fund, except that the Distributor shall
be responsible for the distribution-related expenses as provided in paragraphs 1
and 2 hereof.

7. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Fund.

8. This Plan shall become effective upon (a) approval by a vote of at least
a "majority of the outstanding voting securities" of the Shares, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.

9. This Plan shall continue in effect indefinitely; provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Fund and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire 12 months after
the effective date of the last approval.

10. This Plan may be amended at any time by the Board of Trustees; provided
that this Plan may not be amended to increase materially the amount of permitted
expenses hereunder without the approval of holders of a "majority of the
outstanding voting securities" of the Shares and may not be materially amended
in any case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Plan may be terminated at any time by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of the Shares.

11. The Fund and the Distributor shall provide the Board of Trustees, and
the Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Plan and the purposes for which such expenditures
were made.

12. While this Plan is in effect, the selection and nomination of Qualified
Trustees shall be committed to the discretion of the Trustees who are not
"interested persons" of the Trust.

13. For the purposes of this Plan, the terms "interested persons",
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act. In addition, for purposes
of determining the fees payable to the Distributor hereunder, the value of the
Fund's net assets shall be computed in the manner specified in the Fund's
then-current prospectus and statement of additional information for computation
of the net asset value of the Shares of the Fund.

14. The Fund shall preserve copies of this Plan, and each agreement related
hereto and each report referred to in paragraph 11 hereof (collectively, the
"Records") for a period of six years from the end of the fiscal year in which
such Record was made and each such record shall be kept in an easily accessible
place for the first two years of said record-keeping.

15. This Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.

16. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MFS GOVERNMENT SECURITIES FUND CLASS A AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000356349
<NAME> MFS GOVERNMENT SECURITIES FUND CLASS A

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 422478401
<INVESTMENTS-AT-VALUE> 427799502
<RECEIVABLES> 17128240
<ASSETS-OTHER> 11592
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 444939334
<PAYABLE-FOR-SECURITIES> 10070448
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 904450
<TOTAL-LIABILITIES> 10974898
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 462347050
<SHARES-COMMON-STOCK> 33062465
<SHARES-COMMON-PRIOR> 34487112
<ACCUMULATED-NII-CURRENT> 1155052
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 34858767
<ACCUM-APPREC-OR-DEPREC> 5321101
<NET-ASSETS> 433964436
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17105261
<OTHER-INCOME> 0
<EXPENSES-NET> 2187295
<NET-INVESTMENT-INCOME> 14917966
<REALIZED-GAINS-CURRENT> 9212623
<APPREC-INCREASE-CURRENT> 9131971
<NET-CHANGE-FROM-OPS> 33262560
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11325946
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2439015
<NUMBER-OF-SHARES-REDEEMED> 4593923
<SHARES-REINVESTED> 730261
<NET-CHANGE-IN-ASSETS> 10670078
<ACCUMULATED-NII-PRIOR> 1104312
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 44071390
<GROSS-ADVISORY-FEES> 864594
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2641951
<AVERAGE-NET-ASSETS> 429573285
<PER-SHARE-NAV-BEGIN> 9.22
<PER-SHARE-NII> 0.34
<PER-SHARE-GAIN-APPREC> 0.40
<PER-SHARE-DIVIDEND> 0.33
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.63
<EXPENSE-RATIO> 0.83
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MFS GOVERNMENT SECURITIES FUND CLASS B AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000356349
<NAME> MFS GOVERNMENT SECURITIES FUND CLASS B

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 422478401
<INVESTMENTS-AT-VALUE> 427799502
<RECEIVABLES> 17128240
<ASSETS-OTHER> 11592
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 444939334
<PAYABLE-FOR-SECURITIES> 10070448
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 904450
<TOTAL-LIABILITIES> 10974898
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 462347050
<SHARES-COMMON-STOCK> 12026487
<SHARES-COMMON-PRIOR> 11407557
<ACCUMULATED-NII-CURRENT> 1155052
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 34858767
<ACCUM-APPREC-OR-DEPREC> 5321101
<NET-ASSETS> 433964436
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17105261
<OTHER-INCOME> 0
<EXPENSES-NET> 2187295
<NET-INVESTMENT-INCOME> 14917966
<REALIZED-GAINS-CURRENT> 9212623
<APPREC-INCREASE-CURRENT> 9131971
<NET-CHANGE-FROM-OPS> 33262560
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3541280
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3003832
<NUMBER-OF-SHARES-REDEEMED> 2626749
<SHARES-REINVESTED> 241847
<NET-CHANGE-IN-ASSETS> 10670078
<ACCUMULATED-NII-PRIOR> 1104312
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 44071390
<GROSS-ADVISORY-FEES> 864594
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2641951
<AVERAGE-NET-ASSETS> 429573285
<PER-SHARE-NAV-BEGIN> 9.22
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> 0.41
<PER-SHARE-DIVIDEND> 0.31
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.62
<EXPENSE-RATIO> 1.54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>