MASSACHUSETTS INVESTORS TRUST, 497J, 1996-08-30

MASSACHUSETTS INVESTORS TRUST
497J, 1996-08-30

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                       MASSACHUSETTS INVESTORS TRUST
             500 BOYLSTON STREET o BOSTON o MASSACHUSETTS 02116-3741
                                 617 o 954-5000




                                            August 30, 1996




VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC  20549

         Re: Massachusetts Investors Trust (the "Trust") (File No. 2-11401)

Ladies and Gentlemen:

         Pursuant to Rule 497(j) under the  Securities  Act of 1933, as amended,
please  accept  this  letter  as  certification  that  the  Supplements  to  the
Prospectus and Statement of Additional Information for the above-mentioned Trust
does not differ from that  contained  in  Post-Effective  Amendment  No. 72 (the
"Amendment") to the Trust's Registration  Statement on Form N-1A. This Amendment
was filed electronically on August 29, 1996.

         Please call Karen M. Ray at (617) 954-5801 or (800) 343-2829 ext.
5801 with any questions you may have.

                                            Very truly yours,



                                            JAMES R. BORDEWICK, JR.
                                            James R. Bordewick, Jr.
                                            Assistant Secretary

JRB/bjn