MASSACHUSETTS INVESTORS TRUST, 497J, 1996-05-01

MASSACHUSETTS INVESTORS TRUST
497J, 1996-05-01

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





                                            April 29, 1996



VIA EDGAR

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

Re:  Massachusetts Investors Trust (the "Trust") (File Nos. 2-11401 and
811-203)

Ladies and Gentlemen:

         Pursuant to Rule 497(j) under the  Securities  Act of 1933, as amended,
please accept this letter as certification  that the Prospectus and Statement of
Additional  Information  for the Trust do not  differ  from those  contained  in
Post-Effective  Amendment No. 70 (the  "Amendment") to the Trust's  Registration
Statement on Form N-1A.  This  Amendment was filed  electronically  on April 29,
1996.

         Please call Karen 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/kha