MASSACHUSETTS INVESTORS TRUST
497, 1996-01-04
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                          MASSACHUSETTS INVESTORS TRUST

Supplement to the May 1, 1995 Prospectus and Statement of Additional Information


The section of the Prospectus  entitled  "Expense  Summary" is hereby revised as
follows:

1.  EXPENSE SUMMARY

    Shareholder Transaction Expenses:                  Class A       Class B

     Maximum Initial Sales Charge Imposed on
       Purchases of Fund Shares (as a percentage
       of offering price).........................     5.75%          0.00%
     Maximum Contingent Deferred Sales Charge
       (as a percentage of original purchase
       price or redemption proceeds, as
       applicable)................................   See Below1       4.00%

Annual  Operating  Expenses of the Fund (as a  percentage  of average  daily net
assets):

    Management Fees...............................     0.26%          0.26%
    Rule 12b-1 Fees...............................     0.305%2        1.00%3
    Other Expenses................................     0.22%          0.35%
                                                                   
    Total Operating Expenses......................     0.785%         1.61%
- -----------------------------
1.   Purchases of $1 million or more are not subject to an initial sales charge;
     however, a contingent  deferred sales charge ("CDSC") of 1% will be imposed
     on such purchases in the event of certain redemption transactions within 12
     months following such purchases (see "Purchases").

2.   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 Class A
     shares (see "Distribution  Plans").  Currently,  a portion of the 0.10% per
     annum  distribution  fee equal to 0.025% per annum is not being imposed and
     will  become  payable  on  such  date  as the  Trustees  of the  Trust  may
     determine.  The  service  fee is reduced to 0.15% per annum for shares sold
     prior to  March 1,  1991.  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.

3.   The  Fund has  adopted  a  Distribution  Plan  for its  Class B  shares  in
     accordance  with Rule 12b-1 under the 1940 Act, which provides that it will
     pay  distribution/service  fees  aggregating  up to 1.00%  per annum of the
     average daily net assets  attributable to Class B shares (see "Distribution
     Plans").  Distribution  expenses  paid under this Plan,  together  with any
     CDSC, 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.

                               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):

    Period                                  Class A              Class B
                                                                       (1)

     1 year...........................       $ 65          $ 56      $ 16
     3 years..........................         81            81        51
     5 years..........................         99           108        88
    10 years..........................        149          169(2)     169(2)
- -----------------------------
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.

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:  (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 19 of the Prospectus and page 19 of the Statement of Additional Information
are each revised to delete the  sentences  stating  that MFS Fund  Distributors,
Inc.  ("MFD") is  currently  waiving the 0.10% per annum  distribution  fee with
respect to Class A shares.  These  sentences  are replaced in their  entirety as
follows:  "MFD  is  currently  receiving  a  portion  of  the  0.10%  per  annum
distribution  fee  equal to  0.075%  per  annum;  the  remaining  0.025% of this
distribution  fee will become  payable on such date as the Trustees of the Trust
may determine."

                    The date of this  Supplement is January 1, 1996.


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