MASSACHUSETTS INVESTORS TRUST
N-30D, 1995-08-31
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<PAGE>

[logo] MFS
THE FIRST NAME IN MUTUAL FUNDS                        Semiannual Report
                                                          June 30, 1995

Massachusetts Investors Trust

[Graphic omitted: art work: silhouette of two men talking
 in front of a large window.]
<PAGE>


MASSACHUSETTS  INVESTORS  TRUST
<TABLE>
<S>                                                           <C>
TRUSTEES                                                      CUSTODIAN
A. Keith Brodkin* - Chairman and President                    State Street Bank and Trust Company

Richard B. Bailey* - Private Investor;                        INVESTOR  INFORMATION
Former Chairman and Director (until 1991),                    For MFS stock and bond market outlooks,
Massachusetts Financial Services Company                      call toll free: 1-800-637-4458 anytime from
                                                              a touch-tone telephone.
Peter G. Harwood - Private Investor
                                                              For information on MFS mutual funds,
J. Atwood Ives - Chairman and Chief Executive                 call your financial adviser or, for an
Officer, Eastern Enterprises                                  information kit, call toll free:
                                                              1-800-637-2929 any business day from
Lawrence T. Perera - Partner, Hemenway & Barnes               9 a.m. to 5 p.m. Eastern time (or leave
                                                              a message anytime).
William J. Poorvu - Adjunct Professor, Harvard
University Graduate School of Business                        INVESTOR  SERVICE
Administration                                                MFS Service Center, Inc.
                                                              P.O. Box 2281
Charles W. Schmidt - Private Investor;                        Boston, MA 02107-9906
Former Senior Vice President  and Group Executive  
(until  1990),  Raytheon  Company                             For general information, call toll free:
                                                              1-800-225-2606 any business day from
Arnold D. Scott* - Senior Executive Vice President            8 a.m. to 8 p.m. Eastern time.
and Secretary, Massachusetts Financial Services
Company                                                       For service to speech- or hearing-impaired,
                                                              call toll free: 1-800-637-6576 any business
Jeffrey L. Shames* - President, Massachusetts                 day from 9 a.m. to 5 p.m. Eastern time. (To use this
Financial Services Company                                    service, your phone must be equipped with a
                                                              Telecommunications Device for the Deaf.)
Elaine R. Smith  - Independent Consultant
                                                              For share prices, account balances and
David B. Stone - Chairman, North American                     exchanges, call toll free: 1-800-MFS-TALK
Management Corp. (Investment Advisers)                        (1-800-637-8255) anytime from a touch-tone
                                                              telephone.
INVESTMENT  ADVISER
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116-3741                              TOP-RATED SERVICE
                                                              [Seal: NUMBER 1 DALBAR] MFS was rated first when
PORTFOLIO  MANAGERS                                            securities firms evaluated the quality of service
Mitchell D. Dynan*                                             they receive from 40 mutual fund companies. MFS got
John D. Laupheimer, Jr.*                                       high marks for answering calls quickly, processing
Kevin R. Parke*                                                transactions accurately and sending statements out
                                                               on time.            (Source: 1994 DALBAR Survey)
DISTRIBUTOR
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, Massachusetts 02116-3741

TREASURER
W. Thomas London*

ASSISTANT  TREASURER
James O. Yost*

SECRETARY
Stephen E. Cavan*

ASSISTANT  SECRETARY
James R. Bordewick, Jr.*

*Affiliated with the Investment Adviser
</TABLE>
<PAGE>

LETTER TO SHAREHOLDERS

Dear Shareholders:
During the past six months, the stock market has maintained its upward momentum
as stock prices have responded to the cessation of the Federal Reserve Board's
monetary-tightening initiative and to the belief that gains in corporate
earnings may remain substantial. For the six months ended June 30, 1995, Class A
shares of the Fund experienced a total return of 18.85%, while Class B shares
had a total return of 18.28%. Both of these returns assume the reinvestment of
distributions but exclude the effects of any sales charges. A discussion of
these results may be found in the Portfolio Performance and Strategy section of
this letter.

Economic Environment
In response to increasing evidence of economic weakness during the second
quarter, the Federal Reserve has reversed policy by lowering the federal funds
rate 0.25%. This marks the first time in three years that this rate has been
lowered, and brings to at least a temporary conclusion the Federal Reserve's
18-month monetary-tightening initiative. Although inflation at the consumer
level has been trending higher this year at a 3 1/2% annualized rate, recent
evidence suggests that these pressures are beginning to moderate, allowing the
Federal Reserve to shift its policy focus toward sustaining economic growth.
Despite the economy's apparent lackluster performance in the second quarter, we
do not anticipate that the economy will lapse into recession. Rather, we believe
it will continue to expand at a more moderate, sustainable pace, supported by
lower prevailing interest rates and a healthy export sector.

Portfolio Performance and Strategy
During the past six months, while debate centered on the likelihood of the
economy's experiencing a soft or hard landing, we focused on the premise that
the economy was slowing. As a result, we positioned the Fund accordingly, and
carried major overweightings in consumer non-durable and financial services
investments. We believe that the consumer non-durable area will generate solid
earnings momentum based on better domestic results and strong international
returns. We are maintaining our financial services investments because we feel
that the falling interest rate environment will be the catalyst for unlocking
the value in our growth-oriented, low-valuation issues.

     At the same time, despite our view on the economy, we maintained
overweightings in certain industrial companies such as Deere and Co. We believe
that there is a secular revival in American manufacturing which has countered
the current domestic economic weakness. This is based on what we believe is now
a worldwide competitive advantage for these companies.

     Looking forward, we believe that it is becoming increasingly clear that the
U.S. economy will not fall back into a recession, but that it will resume a
growth path either later on this year or in early 1996. As such, our major
challenge is to identify which economically sensitive stocks will perform well
in this environment. We remain comfortable with our consumer non-durable
investments because we believe they have the earnings power and modest
valuations to do well in a growing, if not robust, economy.

     We appreciate your support and welcome any questions or comments you may
have.

Respectfully,


                                    /s/ Mitch Dynan
                                    /s/ John D. Laupheimer, Jr.
/s/ A. Keith Brodkin                /s/ Kevin R. Parke
    A. Keith Brodkin                    Mitch Dynan,
    Chairman and President              John D. Laupheimer, Jr. and
                                        Kevin R. Parke
                                        Portfolio Managers

July 18, 1995

PORTFOLIO  MANAGERS  PROFILES

Mitch Dynan joined the MFS Research Department in 1986. A graduate of Tufts
University, he was named Assistant Vice President - Investments in 1987 and Vice
President - Investments in 1988. Mr. Dynan became a Portfolio Manager of
Massachusetts Investors Trust in 1995.

John Laupheimer joined the MFS Research Department in 1981 as an industry
specialist. A graduate of Boston University and the Sloan School of Management
of Massachusetts Institute of Technology, he was named Investment Officer in
1983, Assistant Vice President - Investments in 1984, Vice President -
Investments in 1986 and Senior Vice President in January 1995. Mr. Laupheimer
became a Portfolio Manager of Massachusetts Investors Trust in 1993.

Kevin Parke joined the MFS Research Department in 1985 as an industry
specialist. A graduate of Lehigh University and the Harvard University Graduate
School of Business Administration, he was named Assistant Vice President -
Investments in 1987, Vice President - Investments in 1988, Senior Vice President
- - Investments in 1993 and Director of Research in 1995. Mr. Parke became a
Portfolio Manager of Massachusetts Investors Trust in 1992.

PERFORMANCE SUMMARY

Because mutual funds like Massachusetts Investors Trust 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*              +18.85%   +20.48%    +67.70%    +278.36%
- ------------------------------------------------------------------------------
Average Annual Total Return*              --    +20.48%    +10.89%    + 14.23%
- ------------------------------------------------------------------------------
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 5.75% on the initial investment for the 1-, 5- and 10- year periods
ended June 30, 1995, were +13.53%, +9.59% and +13.56%, respectively.

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

                                                                   9/07/93(+) -
                                       6 Months       1 Year       6/30/95
- ------------------------------------------------------------------------------
Cumulative Total Return(++)             +18.28%      +19.34%       +19.10%
- ------------------------------------------------------------------------------
Average Annual Total Return(++)             --       +19.34%       +10.13%
- ------------------------------------------------------------------------------

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
September 7, 1993(+) to June 30, 1995, were +15.34% and +8.27%, 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
Class A share 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  (UNAUDITED) - June 30, 1995

Common  Stocks - 91.9%
- -----------------------------------------------------------------------------
Issuer                                               Shares            Value
- -----------------------------------------------------------------------------
U.S. Common Stocks - 89.7%
  Aerospace - 5.8%
    Allied Signal, Inc.                            480,000   $    21,360,000
    Boeing Co.                                      25,000         1,565,625
    Lockheed Martin Corp.                          470,000        29,668,750
    McDonnell Douglas Corp.                        409,000        31,390,750
    Raytheon Co.                                   345,000        26,780,625
                                                             ---------------
                                                             $   110,765,750
- -----------------------------------------------------------------------------
  Agricultural Products - 0.8%
    AGCO Corp.                                      85,600   $     3,210,000
    Conagra, Inc.                                  325,000        11,334,375
                                                             ---------------
                                                             $    14,544,375
- -----------------------------------------------------------------------------
  Apparel and Textiles - 2.2%
    Nike, Inc., "B"                                258,000   $    21,672,000
    VF Corp.                                       390,000        20,962,500
                                                             ---------------
                                                             $    42,634,500
- -----------------------------------------------------------------------------
  Automotive - 0.5%
    Eaton Corp.                                    180,000   $    10,462,500
- -----------------------------------------------------------------------------
  Banks and Credit Companies - 7.7%
    Bankers Trust New York Corp.                   150,000   $     9,300,000
    Comerica, Inc.                                  38,500         1,236,812
    First Bank System, Inc.                        985,000        40,385,000
    Firstar Corp.                                  310,000        10,423,750
    NBD Bancorp, Inc.                              530,000        16,960,000
    National City Corp.                            280,000         8,225,000
    Norwest Corp.                                1,343,000        38,611,250
    SunTrust Banks, Inc.                           250,000        14,562,500
    U.S. Bancorp                                   320,000         7,700,000
                                                             ---------------
                                                             $   147,404,312
- -----------------------------------------------------------------------------
  Business Machines - 1.8%
    Hewlett-Packard Co.                            100,000   $     7,450,000
    International Business Machines Corp.          106,600        10,233,600
    Motorola, Inc.                                 220,700        14,814,487
    Xerox Corp.                                     20,500         2,403,625
                                                             ---------------
                                                             $    34,901,712
- -----------------------------------------------------------------------------
  Cellular Telephones - 0.1%
    AirTouch Communications, Inc.*                  60,000   $     1,710,000
- -----------------------------------------------------------------------------
  Chemicals - 1.0%
    du Pont (E.I.) de Nemours & Co.                179,000   $    12,306,250
    Grace (W.R.) & Co.                             125,000         7,671,875
                                                             ---------------
                                                             $    19,978,125
- -----------------------------------------------------------------------------
  Computer Software - Personal Computers - 1.0%
    First Data Corp.                                20,500   $     1,165,937
    Microsoft Corp.*                               205,000        18,526,875
                                                             ---------------
                                                             $    19,692,812
- -----------------------------------------------------------------------------
  Computer Software - Systems - 1.4%
    Compaq Computer Corp.*                         150,000   $     6,806,250
    General Motors Corp.,  "E"                     329,000        14,311,500
    Oracle Systems Corp.*                          162,900         6,292,012
                                                             ---------------
                                                             $    27,409,762
- -----------------------------------------------------------------------------
  Conglomerates - 1.0%
    ITT Corp.                                      160,000   $    18,800,000
- -----------------------------------------------------------------------------
  Consumer Goods and Services - 10.5%
    American Standard Cos., Inc.*                  227,200   $     6,219,600
    Colgate-Palmolive Co.                          484,500        35,429,062
    Duracell International, Inc.                   150,000         6,487,500
    Gillette Co.                                   840,600        37,511,775
    Philip Morris Cos., Inc.                       729,100        54,226,812
    Procter & Gamble Co.                           507,500        36,476,562
    RJR Nabisco Holdings Corp.                     340,000         9,477,500
    Sara Lee Corp.                                 250,000         7,125,000
    Seagrams Ltd.                                  200,000         6,925,000
    Tyco International Ltd.                         22,000         1,188,000
                                                             ---------------
                                                             $   201,066,811
- -----------------------------------------------------------------------------
  Containers - 1.1%
    Corning, Inc.                                  625,000   $    20,468,750
- -----------------------------------------------------------------------------
  Defense Electronics - 1.4%
    Loral Corp.                                    538,200   $    27,851,850
- -----------------------------------------------------------------------------
  Electrical Equipment - 3.0%
    General Electric Co.                           660,000   $    37,207,500
    Honeywell, Inc.                                450,000        19,406,250
                                                             ---------------
                                                             $    56,613,750
- -----------------------------------------------------------------------------
  Electronics - 2.1%
    Intel Corp.                                    450,000   $    28,490,625
    National Semiconductor Co.*                    400,000        11,100,000
                                                             ---------------
                                                             $    39,590,625
- -----------------------------------------------------------------------------
  Entertainment - 0.9%
    Comcast Corp., "A"                              92,500   $     1,717,031
    Disney (Walt) Co.                              265,000        14,740,625
    Promus Cos., Inc.*                              36,000         1,404,000
                                                             ---------------
                                                             $    17,861,656
- -----------------------------------------------------------------------------
  Financial Institutions - 2.6%
    Beneficial Corp.                               549,000   $    24,156,000
    Federal Home Loan Mortgage Corp.               147,000        10,106,250
    MBNA Corp.                                      46,700         1,576,125
    State Street Boston Corp.                      370,000        13,643,750
                                                             ---------------
                                                             $    49,482,125
- -----------------------------------------------------------------------------
  Food and Beverage Products - 5.6%
    Anheuser-Busch Cos., Inc.                      190,000   $    10,806,250
    Archer-Daniels-Midland Co.                     220,000         4,097,500
    CPC International, Inc.                        540,000        33,345,000
    General Mills, Inc.                            125,000         6,421,875
    Hershey Foods Corp.                            160,000         8,840,000
    Kellogg Co.                                    150,000        10,706,250
    PepsiCo, Inc.                                  492,300        22,461,187
    Pioneer Hi Bred International Co.              230,000         9,660,000
    Whitman Corp.                                  120,000         2,325,000
                                                             ---------------
                                                             $   108,663,062
- -----------------------------------------------------------------------------
  Forest and Paper Products - 1.5%
    Kimberly Clark Corp.                           260,000   $    15,567,500
    Scott Paper Co.                                277,000        13,711,500
                                                             ---------------
                                                             $    29,279,000
- -----------------------------------------------------------------------------
  Insurance - 5.9%
    AFLAC, Inc.                                    278,000   $    12,162,500
    American RE Corp.                              132,000         4,917,000
    CIGNA Corp.                                    100,000         7,762,500
    General RE Corp.                                20,000         2,677,500
    MBIA, Inc.                                     323,000        21,479,500
    Progressive Corp. - Ohio                       300,000        11,512,500
    St. Paul Cos., Inc.                            173,000         8,520,250
    Torchmark Corp.                                476,000        17,969,000
    Transamerica Corp.                             324,600        18,907,950
    UNUM Corp.                                     150,000         7,031,250
                                                             ---------------
                                                             $   112,939,950
- -----------------------------------------------------------------------------
  Machinery - 1.5%
    Deere & Co., Inc.                              292,600   $    25,053,875
    York International Corp.                        83,400         3,753,000
                                                             ---------------
                                                             $    28,806,875
- -----------------------------------------------------------------------------
  Medical and Health Products - 4.6%
    American Home Products Corp.                   118,700   $     9,184,412
    Johnson & Johnson                              407,000        27,523,375
    Lilly (Eli) & Co.                              100,000         7,850,000
    Pfizer, Inc.                                   175,500        16,211,812
    Warner-Lambert Co.                             320,000        27,640,000
                                                             ---------------
                                                             $    88,409,599
- -----------------------------------------------------------------------------
  Medical and Health Technology and Services - 1.2%
    Columbia HCA Healthcare Co.                     41,000   $     1,773,250
    Manor Care, Inc.                                50,000         1,456,250
    Pacificare Health Systems, Inc., "B"*          230,000        11,730,000
    United Healthcare Corp.                        187,000         7,737,125
                                                             ---------------
                                                             $    22,696,625
- -----------------------------------------------------------------------------
  Metals and Minerals - 0.6%
    Phelps Dodge Corp.                             200,000   $    11,800,000
- -----------------------------------------------------------------------------
  Oil Services - 0.3%
    Schlumberger Ltd.                               94,000   $     5,839,750
- -----------------------------------------------------------------------------
  Oils - 6.7%
    Amoco Corp.                                    300,000   $    19,987,500
    Atlantic Richfield Co.                         110,500        12,127,375
    British Petroleum PLC, ADR                      15,500         1,327,187
    Chevron Corp.                                  260,000        12,122,500
    Exxon Corp.                                    378,000        26,696,250
    Mobil Corp.                                    409,000        39,264,000
    Occidental Petroleum Corp.                      50,000         1,143,750
    Royal Dutch Petroleum Co.                      132,000        16,087,500
                                                             ---------------
                                                             $   128,756,062
- -----------------------------------------------------------------------------
  Photographic Products - 0.6%
    Eastman Kodak Co.                              185,000   $    11,215,625
- -----------------------------------------------------------------------------
  Pollution Control - 0.1%
    WMX Technologies, Inc.                          46,500   $     1,319,437
- -----------------------------------------------------------------------------
  Printing and Publishing - 0.9%
    Deluxe Corp.                                   137,600   $     4,558,000
    Tribune Co., Inc.                              220,000        13,502,500
                                                             ---------------
                                                             $    18,060,500
- -----------------------------------------------------------------------------
  Railroads - 3.3%
    CSX Corp.                                      325,000   $    24,415,625
    Conrail, Inc.                                  150,000         8,343,750
    Illinois Central Corp.                         580,000        20,010,000
    Norfolk Southern Corp.                         150,000        10,106,250
                                                             ---------------
                                                             $    62,875,625
- -----------------------------------------------------------------------------
  Restaurants and Lodging - 0.2%
    Brinker International, Inc.*                   100,000   $     1,725,000
    Darden Restaurant Co.*                         125,000         1,359,375
                                                             ---------------
                                                             $     3,084,375
- -----------------------------------------------------------------------------
  Special Products and Services - 0.3%
    Stanley Works                                  150,000   $     5,681,250
- -----------------------------------------------------------------------------
  Stores - 3.9%
    Dayton-Hudson Corp.                            295,000   $    21,166,250
    Dillard Department Stores, Inc.                100,000         2,937,500
    Federated Department Stores, Inc.*              48,000         1,236,000
    May Department Stores Co.                      495,000        20,604,375
    Penney (J.C.) & Co., Inc.                      445,000        21,360,000
    Wal-Mart Stores, Inc.                          300,000         8,025,000
                                                             ---------------
                                                             $    75,329,125
- -----------------------------------------------------------------------------
  Telecommunications - 0.6%
    Nokia Corp.                                    200,000   $    11,925,000
- -----------------------------------------------------------------------------
  Utilities - Electric - 1.8%
    CMS Energy Corp.                                42,000   $     1,034,250
    Cinergy Corp.                                  204,600         5,370,750
    DPL, Inc.                                      454,200        10,049,175
    Nipsco Industries, Inc.                         33,500         1,139,000
    PECO Energy Co.                                400,000        11,050,000
    Pinnacle West Capital Corp.                     50,000         1,225,000
    Texas Utilities Co.                            150,000         5,156,250
                                                             ---------------
                                                             $    35,024,425
- -----------------------------------------------------------------------------
  Utilities - Gas - 0.7%
    Pacific Enterprises                            486,400   $    11,916,800
    Tenneco, Inc.                                   23,200         1,067,200
                                                             ---------------
                                                             $    12,984,000
- -----------------------------------------------------------------------------
  Utilities - Telephone - 4.5%
    American Telephone & Telegraph Co.             520,500   $    27,651,562
    Ameritech Corp.                                216,000         9,504,000
    BellSouth Corp.                                129,600         8,229,600
    GTE Corp.                                      397,000        13,547,625
    Pacific Telesis Group                          200,000         5,350,000
    SBC Communications, Inc.                       275,000        13,096,875
    Tele Danmark, ADR                              320,000         8,960,000
                                                             ---------------
                                                             $    86,339,662
- -----------------------------------------------------------------------------
Total U.S. Common Stocks (Identified Cost, $1,335,715,064)   $ 1,722,269,362
- -----------------------------------------------------------------------------
Foreign Stocks - 2.2%
  Australia - 0.2%
    Australia & New Zealand Bank Group
     Ltd. (Finance)*                             1,037,533   $     3,685,316
- -----------------------------------------------------------------------------
  Netherlands - 0.2%
    IHC Caland (Transportation)*                   143,100   $     4,072,176
- -----------------------------------------------------------------------------
  New Zealand - 0.2%
    Lion Nathan Ltd. (Food and Beverage
     Products)*                                  2,000,000   $     3,953,968
- -----------------------------------------------------------------------------
  Sweden - 1.3%
    Astra AB, Free Shares, "B"
     (Pharmaceuticals)*                            514,300   $    15,496,718
    Hennes & Mauritz AB, "B" (Retail)*             154,000         9,026,292
                                                             ---------------
                                                             $    24,523,010
- -----------------------------------------------------------------------------
  United Kingdom - 0.3%
    Southern Electric PLC (Utilities -
     Electric)                                     500,000   $     5,107,947
- -----------------------------------------------------------------------------
Total Foreign Stocks (Identified Cost, $34,795,227)          $    41,342,417
- -----------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $1,370,510,291)        $ 1,763,611,779
- -----------------------------------------------------------------------------

Convertible Preferred Stocks - 1.1%
- -----------------------------------------------------------------------------
  American General Delaware, "A", $3.00
     (Finance)                                      60,500   $     3,138,437
  Atlantic Richfield Co., 9.01s (Oils)             120,000         3,120,000
  Bowater, Inc., 7s, "B" (Forest and
     Paper Products)                               150,000         5,662,500
  Occidental Petroleum Corp., $3.875 (Oils)*(+)    150,000         8,550,000
- -----------------------------------------------------------------------------
Total Convertible Preferred Stocks
   (Identified Cost, $17,641,171)                            $    20,470,937
- -----------------------------------------------------------------------------

Convertible Bonds - 0.9%
- -----------------------------------------------------------------------------
                                           Principal Amount
                                              (000 Omitted)
- -----------------------------------------------------------------------------
  Costco Wholesaler Corp., 5.75s, 2002 (Retail)    $ 2,500   $     2,318,750
  Equitable Cos., Inc., 6.125s, 2024 (Insurance)     6,250         6,382,819
  Roche Holdings, Inc., 0s, 2010 
   (Medical and Health Technology and Services)*(+) 20,512         8,204,800
- -----------------------------------------------------------------------------
Total Convertible Bonds (Identified Cost, $15,891,694)       $    16,906,369
- -----------------------------------------------------------------------------

Short-Term Obligations - 5.2%
- -----------------------------------------------------------------------------
  Dow Chemical Corp., due 7/06/95                  $ 8,900   $     8,892,645
  Duke Power Co., due 7/12/95                        4,140         4,132,473
  Federal Home Loan Mortgage Corp., due
   7/03/95 - 7/24/95                                31,865        31,802,313
  Federal National Mortgage Assn., due
   7/07/95 - 7/26/95                                21,060        21,014,203
  Ford Motor Credit Corp., due 7/13/95 - 7/17/95    19,980        19,930,236
  Philip Morris Cos., Inc., due 7/14/95             13,395        13,366,074
- -----------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost              $    99,137,944
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $1,503,181,100)          $ 1,900,127,029

Other  Assets,  Less  Liabilities - 0.9%                          18,434,376
- -----------------------------------------------------------------------------
Net Assets - 100.0%                                          $ 1,918,561,405
- -----------------------------------------------------------------------------
*   Non-income producing security.
(+) Restricted security.

See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS

Statement of Assets and Liabilities (Unaudited)
- ------------------------------------------------------------------------------
June 30, 1995
- ------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $1,503,181,100)      $1,900,127,029
  Cash                                                                  4,926
  Receivable for investments sold                                  20,105,896
  Receivable for Trust shares sold                                  1,688,886
  Dividends and interest receivable                                 4,628,494
  Other assets                                                         22,133
                                                               --------------
      Total assets                                             $1,926,577,364
                                                               --------------
Liabilities:
  Distributions payable                                        $    4,377,125
  Payable for investments purchased                                 1,076,461
  Payable for Trust shares reacquired                               1,271,411
  Payable to affiliates -
    Management fee                                                     11,728
    Shareholder servicing agent fee                                     6,349
    Distribution fee                                                  925,617
  Accrued expenses and other liabilities                              347,268
                                                               --------------
      Total liabilities                                        $    8,015,959
                                                               --------------
Net assets                                                     $1,918,561,405
                                                               ==============
Net assets consist of:
  Paid-in capital                                              $1,439,603,318
  Unrealized appreciation on investments and translation of
    assets and liabilities in foreign currencies                  396,947,766
  Accumulated undistributed net realized gain on investments
    and foreign currency transactions                              81,520,442
  Accumulated undistributed net investment income                     489,879
                                                               --------------
      Total                                                    $1,918,561,405
                                                               ==============
Shares of beneficial interest outstanding                       162,143,869
                                                               ==============
Class A shares:
  Net asset value and redemption price per share
    (net assets of $1,809,842,953 / 152,916,115 shares of
      beneficial interest outstanding)                             $11.84
                                                                   ======
  Offering price per share (100/94.25)                             $12.56
                                                                   ======
Class B shares:
  Net asset value and offering price per share
    (net assets of $108,718,452 / 9,227,754 shares of
      beneficial interest outstanding)                             $11.78
                                                                   ======
On sales of $50,000 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 (Unaudited)
- ------------------------------------------------------------------------------
Six Months Ended June 30, 1995
- ------------------------------------------------------------------------------
Net investment income:
  Income -
    Dividends                                                    $ 24,193,087
    Interest                                                        2,309,248
                                                                 ------------
      Total investment income                                    $ 26,502,335
                                                                 ------------
  Expenses -
    Management fee                                               $  2,351,877
    Trustees' compensation                                             36,909
    Shareholder servicing agent fee (Class A)                         973,669
    Shareholder servicing agent fee (Class B)                          93,821
    Distribution and service fee (Class A)                          2,831,448
    Distribution and service fee (Class B)                            426,483
    Postage                                                           141,080
    Custodian fee                                                     137,431
    Printing                                                           60,900
    Auditing fees                                                       8,400
    Legal fees                                                          6,398
    Miscellaneous                                                     285,842
                                                                 ------------
      Total expenses                                             $  7,354,258
    Reduction of expenses by distributor                             (832,463)
                                                                 ------------
      Net expenses                                               $  6,521,795
                                                                 ------------
        Net investment income                                    $ 19,980,540
                                                                 ------------
Realized and unrealized gain (loss) on investments:
  Realized gain (loss) (identified cost basis) -
    Investment transactions                                      $ 84,347,927
    Foreign currency transactions                                     (41,674)
                                                                 ------------
      Net realized gain on investments and foreign currency
        transactions                                             $ 84,306,253
                                                                 ------------
  Change in unrealized appreciation (depreciation) -
    Investments                                                  $197,738,795
    Translation of assets and liabilities in foreign currencies        (2,231)
                                                                 ------------
      Net unrealized gain on investments                         $197,736,564
                                                                 ------------
        Net realized and unrealized gain on investments and
          foreign currency                                       $282,042,817
                                                                 ------------
          Increase in net assets from operations                 $302,023,357
                                                                 ============

See notes to financial statements
<PAGE>

FINANCIAL  STATEMENTS - continued

Statement of Changes in Net Assets
- ------------------------------------------------------------------------------
                                           Six Months Ended        Year Ended
                                              June 30, 1995      December 31,
                                                (Unaudited)              1994
- ------------------------------------------------------------------------------
Increase (decrease) in net assets:
From operations -
  Net investment income                     $    19,980,540   $    36,153,270
  Net realized gain on investments and
    foreign currency transactions                84,306,253       153,086,960
  Net unrealized gain (loss) on
    investments and foreign currency
    translation                                 197,736,564      (207,006,595)
                                            ---------------   ---------------
    Increase (decrease) in net assets from
     operations                             $   302,023,357   $   (17,766,365)
                                            ---------------   ---------------
Distributions declared to shareholders -
  From net investment income (Class A)      $   (18,753,783)  $   (34,653,221)
  From net investment income (Class B)             (677,593)         (721,674)
  From net realized gain on investments
    and foreign currency transactions
    (Class A)                                      --            (154,197,201)
  In excess of net investment income
    (Class A)                                      --                 (58,099)
  In excess of net investment income
    (Class B)                                      --                  (1,186)
  In excess of net realized gain on
    investments and foreign currency
    transactions (Class B)                         --              (2,785,811)
                                            ---------------   ---------------
      Total distributions declared to
       shareholders                         $   (19,431,376)  $  (192,417,192)
                                            ---------------   ---------------
Trust share (principal) transactions -
  Net proceeds from sale of shares          $   125,157,198   $   193,471,112
  Net asset value of shares issued to
   shareholders in reinvestment of
   distributions                                 10,805,247       136,047,466
  Cost of shares reacquired                    (103,549,797)     (156,603,306)
                                            ---------------   ---------------
    Increase in net assets from Trust
     share transactions                     $    32,412,648   $   172,915,272
                                            ---------------   ---------------
      Total increase (decrease) in net
       assets                               $   315,004,629   $   (37,268,285)
Net assets:
  At beginning of period                      1,603,556,776     1,640,825,061
                                            ---------------   ---------------
  At end of period (including accumulated
    undistributed net investment income of
    $489,879 and $59,285, respectively)     $ 1,918,561,405   $ 1,603,556,776
                                            ===============   ===============

See notes to financial statements
<PAGE>
FINANCIAL STATEMENTS - continued
<TABLE>
<CAPTION>
Financial Highlights
- ------------------------------------------------------------------------------------------------------------------
                              Six Months Ended       Year Ended December 31,
                                 June 30, 1995       -------------------------------------------------------------
                                   (Unaudited)        1994       1993       1992       1991       1990       1989
- ------------------------------------------------------------------------------------------------------------------
                                       Class A
- ------------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
<S>                                     <C>          <C>        <C>        <C>        <C>        <C>        <C>   
Net asset value - beginning of period   $10.07       $11.50     $12.31     $13.87     $12.28     $13.55     $11.22
                                        ------       ------     ------     ------     ------     ------     ------
Income from investment operations<F7> -
  Net investment income<F3>             $ 0.13       $ 0.25     $ 0.39     $ 0.32     $ 0.38     $ 0.43     $ 0.45
  Net realized and unrealized gain
   (loss) on investments and foreign
   currency transactions                  1.77        (0.36)      0.86       0.69       2.95      (0.45)      3.56
                                        ------       ------     ------     ------     ------     ------     ------
    Total from investment operations    $ 1.90       $(0.11)    $ 1.25     $ 1.01     $ 3.33     $(0.02)    $ 4.01
                                        ------       ------     ------     ------     ------     ------     ------
Less distributions declared
 to shareholders -
  From net investment income<F5>        $(0.13)      $(0.25)    $(0.39)    $(0.33)    $(0.39)    $(0.43)    $(0.45)
  From net realized gain on
   investments and foreign
   currency transactions<F4>               --         (1.05)     (1.67)     (2.22)     (1.32)     (0.82)     (1.22)
  In excess of net realized gain on
   investments and foreign currency
   transactions                            --         (0.02)       --         --         --         --         --
  From paid-in capital                     --           --         --       (0.02)     (0.03)       --       (0.01)
                                        ------       ------     ------     ------     ------     ------     ------
    Total distributions declared to
     shareholders                       $(0.13)      $(1.32)    $(2.06)    $(2.57)    $(1.74)    $(1.25)    $(1.68)
                                        ------       ------     ------     ------     ------     ------     ------
Net asset value - end of period         $11.84       $10.07     $11.50     $12.31     $13.87     $12.28     $13.55
                                        ======       ======     ======     ======     ======     ======     ======
Total return<F6>                         18.85%<F2>  (1.02)%     10.03%      7.68%     27.41%    (0.33)%     35.80%
Ratios (to average net assets)/
 Supplemental data<F3>:
  Expenses                                0.71%<F1>    0.71%      0.68%      0.62%      0.62%      0.47%      0.50%
  Net investment income                   2.33%<F1>    2.20%      3.04%      2.30%      2.73%      3.28%      3.40%
Portfolio turnover                          34%          87%        41%        46%        44%        26%        20%
Net assets at end of period
  (000,000 omitted)                     $1,810       $1,535     $1,626     $1,548     $1,530     $1,265     $1,382
<FN>
<F1> Annualized.
<F2> Not annualized.
<F3> The distributor did not impose a portion of its distribution fee for the periods indicated. Furthermore, for
     the year ended December 31, 1993, net investment income for Class A shareholders includes $0.12 per share
     applicable to nonrecurring dividend income. Had such dividend not been included and the management fee related
     to such income and a portion of the distribution fee related to Class A shareholders not been waived, the net
     investment income per share and the ratios would have been:

     Net investment income              $ 0.12       $ 0.24     $ 0.27        --         --         --         --
     Ratios (to average net assets):
       Expenses                           0.81%<F1>    0.81%      0.74%       --         --         --         --
       Net investment income              2.23%<F1>    2.10%      2.05%       --         --         --         --

<F4> For the year ended December 31, 1991, the per share distribution in excess of net realized gain on investments
     was $0.0041.
<F5> For the year ended December 31, 1994, the per share distribution in excess of net investment income was
     $0.0004 for Class A shares.
<F6> Total returns for Class A shares do not include the applicable sales charge (except for reinvested dividends
     prior to January 2, 1991.) If the charge had been included, the results would have been lower.
<F7> For the periods subsequent to December 31, 1992, the per share data are based on average shares outstanding
     for both Class A and Class B shares.
</FN>

See notes to financial statements
</TABLE>
<PAGE>
FINANCIAL STATEMENTS - continued
<TABLE>
<CAPTION>
Financial Highlights - continued
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Year Ended
                                      Year Ended December 31,                    Six Months Ended       December 31,
                                      ------------------------------------------    June 30, 1995       --------------------
                                         1988         1987       1986       1985       (Unaudited)        1994       1993<F1>
- -----------------------------------------------------------------------------------------------------------------------------------
                                       Class A                                            Class B
- -----------------------------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
<S>                                     <C>          <C>        <C>        <C>             <C>           <C>        <C>   
Net asset value - beginning of period   $11.26       $12.09     $12.12     $11.02          $10.03        $11.48     $13.02
                                        ------       ------     ------     ------          ------        ------     ------
Income from investment operations -
  Net investment income<F7>             $ 0.40       $ 0.38     $ 0.40     $ 0.46          $ 0.08        $ 0.15     $ 0.04
  Net realized and unrealized gain
  (loss) on investments and foreign
  currency transactions                   0.76         0.57       1.72       2.18            1.75         (0.36)      0.32
                                        ------       ------     ------     ------          ------        ------     ------
    Total from investment operations    $ 1.16       $ 0.95     $ 2.12     $ 2.64          $ 1.83        $(0.21)    $ 0.36
                                        ------       ------     ------     ------          ------        ------     ------
Less distributions declared
 to shareholders -
  From net investment income<F3>        $(0.39)       $(0.39)   $(0.40)    $(0.46)         $(0.08)       $(0.17)    $(0.23)
  From net realized gain on
   investments and foreign
   currency transactions                 (0.81)       (1.39)     (1.73)     (1.06)            --          (1.05)     (1.67)
  In excess of net realized gain on
   investments and foreign currency
   transactions                            --           --         --         --              --          (0.02)       --
  From paid-in capital<F4>                 --           --       (0.02)     (0.02)            --            --         --
                                        ------       ------     ------     ------          ------        ------     ------
   Total distributions declared to
    shareholders                        $(1.20)      $(1.78)    $(2.15)    $(1.54)         $(0.08)       $(1.24)    $(1.90)
                                        ------       ------     ------     ------          ------        ------     ------
Net asset value - end of period         $11.22       $11.26     $12.09     $12.12          $11.78        $10.03     $11.48
                                        ======       ======     ======     ======          ======        ======     ======
Total return<F8>                         10.12%        7.25%     16.97%     24.21%          18.28%<F6>    (1.88)%     2.62%<F6>
Ratios (to average net assets)/
 Supplemental data<F2>:
  Expenses                                0.55%        0.45%      0.49%      0.55%           1.57%<F5>     1.61%      1.56%<F5>
  Net investment income                   3.39%        2.63%      2.99%      3.91%           1.47%<F5>     1.37%      1.05%<F5>
Portfolio turnover                          19%          23%        26%        33%             34%           87%        41%
Net assets at end of period
 (000,000 omitted)                      $1,139       $1,177     $1,186     $1,155            $109           $69        $15

<FN>
<F1> For the period from the commencement of offering of Class B shares, September 7, 1993 to December 31, 1993.
<F2> For the year ended December 31, 1993, net investment income for Class B shareholders includes $0.007 per share
     applicable to nonrecurring dividend income. Had such dividend not been included and the management fee related
     to such income not been waived, the net investment income per share and the ratios would have been:

     Net investment income                 --           --         --         --              --            --      $ 0.03
     Ratios (to average net assets):
       Expenses                            --           --         --         --              --            --        1.66%<F5>
       Net investment income               --           --         --         --              --            --        0.29%<F5>

<F3> For the year ended December 31, 1994, the per share distribution in excess of net investment income was
     $0.0003 for Class B shares.
<F4> For the year ended December 31, 1988, the per share distribution from paid- in capital was $0.001.
<F5> Annualized.
<F6> Not annualized.
<F7> For the periods subsequent to December 31, 1992, the per share data are based on average shares outstanding
     for both Class A and Class B shares.
<F8> Total returns for Class A shares do not include the applicable sales charge (except for reinvested dividends
     prior to January 2, 1991). If the charge had been included, the results would have been lower.
</FN>

See notes to financial statements
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(1) Business  and  Organization
Massachusetts Investors Trust (the Trust) was organized as a common law trust
under the laws of the Commonwealth of Massachusetts in 1924 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 - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are not
available are valued at last quoted bid prices. Debt securities (other than
short-term obligations which mature in 60 days or less), including listed issues
and forward contracts, 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. Non-U.S. dollar denominated short-term
obligations are valued at amortized cost as calculated in the base currency and
translated into U.S. dollars at the closing daily exchange rate. Futures
contracts, options and options on futures contracts listed on commodities
exchanges are valued at closing settlement prices. Over-the-counter options are
valued by brokers through the use of a pricing model which takes into account
closing bond valuations, implied volatility and short-term repurchase rates.
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 Trust may enter into repurchase agreements with
institutions that the Trust's investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Trust requires
that the securities purchased in a repurchase transaction be transferred to the
custodian in a manner sufficient to enable the Trust to obtain those securities
in the event of a default under the repurchase agreement. The Trust 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 Trust under each such repurchase agreement.

Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investments and income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates of
such transactions. Gains and losses attributable to foreign currency exchange
rates on sales of securities are recorded for financial statement purposes as
net realized gains and losses on investments. Gains and losses attributable to
foreign exchange rate movements on income and expenses are recorded for
financial statement purposes as foreign currency transaction gains and losses.
That portion of both realized and unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.

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. Dividend
income is recorded on the ex-dividend date for dividends received in cash.
Dividend payments received in additional securities are recorded on the
ex-dividend date in an amount equal to the value of the security on such date.

Tax Matters and Distributions - The Trust'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 Trust 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 Trust'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. Foreign taxes
have been provided for on interest and dividend income earned on foreign
investments in accordance with the applicable country's tax rates and to the
extent unrecoverable are recorded as a reduction of investment income.
Distributions to shareholders are recorded on the ex- dividend date.

The Trust 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.

Multiple Classes of Shares of Beneficial Interest - The Trust offers both 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 Trust 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 Trust 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 effective annual rate of
0.16% of average daily net assets and 3.52% of investment income.

The Trust pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of the Trust, all of whom receive
remuneration for their services to the Trust from MFS. Certain of the officers
and Trustees of the Trust are officers or directors of MFS, MFS Fund
Distributors, Inc. (MFD) and MFS Service Center, Inc. (MFSC). The Trust has an
unfunded defined benefit plan for all its independent Trustees and Mr. Bailey.
Included in Trustees' compensation is a net periodic pension expense of $10,829
for the period ended June 30, 1995.

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$176,443 for the period ended June 30, 1995, as its portion of the sales charge
on sales of Class A shares of the Trust.

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 Trust will pay MFD up to 0.35%
per annum of its average daily net assets attributable to Class A shares in
order that MFD may pay expenses on behalf of the Trust 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 Trust'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 Trust'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 Trust. MFD retains the
service fee for accounts not attributable to a securities dealer, which amounted
to $537,954 for the period ended June 30, 1995. MFD is not imposing the 0.10%
distribution fee for an indefinite period. Fees incurred under the distribution
plan during the period ended June 30, 1995 were 0.25% of average daily net
assets attributable to Class A shares on an annualized basis.

The Class B distribution plan provides that the Trust will pay MFD a
distribution fee of 0.75% per annum, and a service fee of up to 0.25% per annum,
of the Trust'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 $4,637 for Class B shares
for the period ended June 30, 1995. Fees incurred under the distribution plan
during the period ended June 30, 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 12 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 period ended June 30, 1995 were $2,460 and $77,078
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 U.S. government securities,
purchased option transactions and short-term obligations, aggregated
$575,626,311 and $589,508,617, respectively.

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

Aggregate cost                                                 $1,503,181,100
                                                               ==============
Gross unrealized appreciation                                  $  405,436,470
Gross unrealized depreciation                                      (8,490,541)
                                                              ---------------
  Net unrealized appreciation                                  $  396,945,929
                                                               ==============

(5) Shares of Beneficial Interest
The Trust'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 Trust shares were as follows:

<TABLE>
<CAPTION>
Class A Shares                   Six Months Ended                   Year Ended
                                 June 30, 1995                      December 31, 1994
                                 --------------------------------   ----------------------------------
                                         Shares            Amount            Shares             Amount
- ------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                <C>              <C>         
Shares sold                           8,255,437       $90,702,135        11,401,171       $129,970,532
Shares issued to shareholders in
 reinvestment
 of distributions                       893,216        10,180,670        12,678,046        129,231,432
Shares reacquired                    (8,645,445)      (95,069,789)      (13,044,429)      (148,666,502)
                                     ----------       -----------       -----------       ------------
  Net increase                          503,208       $ 5,813,016        11,034,788       $110,535,462
                                     ==========       ===========       ===========       ============

<CAPTION>
Class B Shares                   Six Months Ended                   Year Ended
                                 June 30, 1995                      December 31, 1994<F1>
                                 --------------------------------   ----------------------------------
                                         Shares            Amount            Shares             Amount
- ------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                 <C>              <C>        
Shares sold                           3,124,713       $34,455,063         5,590,985        $63,500,580
Shares issued to shareholders in
 reinvestment
 of distributions                        54,826           624,577           674,366          6,816,034
Shares reacquired                      (783,440)       (8,480,008)         (703,746)        (7,936,804)
                                      ---------       -----------         ---------        -----------
  Net increase                        2,396,099       $26,599,632         5,561,605        $62,379,810
                                      =========       ===========         =========        ===========
<FN>
<F1> For the period from the commencement of offering of Class B shares, September 7, 1993 to December 31, 1994.
</TABLE>

(6) Line  of  Credit
The Trust 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 Trust 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 Trust for the period ended June 30,
1995 was $12,833.

(7) Restricted  Securities
The Trust may invest not more than 15% of its net assets in securities which are
subject to legal or contractual restrictions on resale. At June 30, 1995, the
Trust owned the following restricted securities (constituting 0.87% of net
assets) which may not be publicly sold without registration under the Securities
Act of 1933 (the 1933 Act). The Trust does not have the right to demand that
such securities be registered. The value of these securities is determined by
valuations supplied by a pricing service or brokers. Certain of the securities
may be offered and sold to "qualified institutional buyers" under Rule 144A of
the 1933 Act.

<TABLE>
<CAPTION>
                                                     Date of   Shares/Par
Description                                      Acquisition       Amount        Cost         Value
- ---------------------------------------------------------------------------------------------------
<S>                                                  <C>       <C>         <C>          <C>        
Occidental Petroleum Corp., $3.875                   3/24/93      150,000  $8,020,312   $ 8,550,000
Roche Holdings, Inc., 0s, 2010                       4/12/95   20,512,000   7,308,015     8,204,800
                                                                                        -----------
                                                                                        $16,754,800
                                                                                        ===========
</TABLE>

                ---------------------------------------------
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>
MASSACHUSETTS
INVESTORS TRUST

500 Boylston Street
Boston, MA 02116

[seal: NUMBER 1 DALBAR]
  TOP-RATED SERVICE

[logo] MFS
THE FIRST NAME IN MUTUAL FUNDS


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Bulk Rate
U.S. Postage
P A I D
Permit #55638
Boston, MA
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MIT-3 8/95 116M12/212



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