MFS GOVERNMENT LIMITED MATURITY FUND /MA/
497, 1995-03-06
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<PAGE>
Front Cover: A 6-1/4" by 8-1/4" photo of a house.              Annual Report for
                                                                      Year Ended
[Logo]                                                         December 31, 1994
THE FIRST NAME IN MUTUAL FUNDS

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

Richard B. Bailey* - Private Investor;                        INDEPENDENT AUDITORS
Former Chairman and Director (until 1991),                    Ernst & Young LLP
Massachusetts Financial Services Company
                                                              INVESTOR  INFORMATION
Marshall N. Cohan - Private Investor;                         For MFS stock and bond market outlooks,
Former President and Treasurer (until 1989),                  call toll-free: 1-800-637-4458 anytime from
Skane Knit, Inc.                                              a touch-tone telephone.

Lawrence H. Cohn, M.D. - Chief of Cardiac Surgery,            For information on MFS mutual funds
Brigham and Women's Hospital; Professor of                    call your financial adviser or,for an
Surgery, Harvard Medical School                               information kit, call toll-free:
                                                              1-800-637-2929 any business day from
The Hon. Sir J. David Gibbons, KBE - Chairman,                9 a.m. to 5 p.m. Eastern time (or, leave
Bank of N.T. Butterfield & Son Ltd.,                          a message anytime).
Hamilton, Bermuda
                                                              INVESTOR  SERVICE
Abby M. O'Neill - Private Investor;                           MFS Service Center, Inc.
Director, Rockefeller Financial Services, Inc.                P.O. Box 2281
(Investment Advisers)                                         Boston, MA 02107-9906

Walter E. Robb, III - President and Treasurer,                For general information, call toll free:
Benchmark Advisors, Inc. (Financial Consultants)              1-800-225-2606 any business day from
                                                              8 a.m. to 8 p.m. Eastern time.
Arnold D. Scott* - Senior Executive Vice President,
Massachusetts Financial Services Company                      For service to speech- or hearing-impaired,
                                                              call toll free: 1-800-637-6576 any business
Jeffrey L. Shames* - President and Chief Equity               day from 9 a.m. to 5 p.m. Eastern time.
Officer, Massachusetts Financial Services Company             (To use this service, your phone must be
                                                              equipped with a Telecommunications
J. Dale Sherratt - Former Chairman and Chief                  Device for the Deaf.)
Executive Officer (until 1989),
The Kendall Company;                                          For share prices, account balances and
President, Insight Resources, Inc.                            exchanges, call toll free: 1-800-MFS-TALK
                                                              (1-800-637-8255) anytime from a touch-tone
Ward Smith - Former Chairman (until 1994),                    telephone.
NACCO Industries; Director, Sundstrand
Corporation
                                                              --------------------------------
INVESTMENT  ADVISER                                                TOP-RATED SERVICE
Massachusetts  Financial Services Company                             MFS was rated first when
500 Boylston  Street                                          securities firms  evaluated  the
Boston, Massachusetts 02116-3741                              quality  of service they receive
                                                              from 40 mutual  fund  companies.
PORTFOLIO  MANAGER                                            MFS got high marks for answering
Steven E. Nothern*                                            calls    quickly,     processing
                                                              transactions    accurately   and
TREASURER                                                     sending statements out on time.
W. Thomas London*                                             (Source: 1994 DALBAR Survey)

ASSISTANT  TREASURER
James O. Yost*
                                                              --------------------------------
SECRETARY                                                     Cover photo:  Through their wide
Stephen E. Cavan*                                             range of investments, MFS mutual
                                                              funds    help   you   share   in
ASSISTANT  SECRETARY                                          America's growth.
James R. Bordewick, Jr.*

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


LETTER  TO  SHAREHOLDERS

Dear Shareholders:
During  the 12  months  ended  December  31,  1994,  Class A shares  of the Fund
provided a total  return of -0.76%,  while Class B shares had a total  return of
- -1.65%.  Class C shares of the Fund just became  available on August 1, 1994 and
had a  cumulative  total  return of -0.33% for the period  through  December 31,
1994. All of these returns assume the reinvestment of distributions  but exclude
the effects of any sales charges. During the same 12-month period, the return of
the Lehman  Brothers One- to Five-Year  Government  Bond Index,  a  market-value
weighted index comprised of debt issued by the U.S.  government and its agencies
with remaining  maturities of one to five years, was -0.77%. A discussion of the
Fund's  performance  during the fiscal year ended December 31, 1994 may be found
in the  Portfolio  Performance  and Strategy  section of this  letter.  Complete
performance  data may be found on pages three and four of this report.

Economic Outlook
The  economic  expansion,  about to enter  its fifth  year,  has  gained  firmer
underpinnings  as  employers  have been  stepping  up hiring  levels.  Increased
employment,  stronger capital spending by businesses, and strengthening overseas
economies  resulted in 4% real (adjusted for inflation)  gross domestic  product
growth in 1994.  Interest rates rose  significantly  in 1994,  which should help
restrain,  but not curtail, the economic expansion.  Based on improving economic
fundamentals both here and abroad, we expect the business  expansion to continue
well into 1995.

Interest  Rates
Despite a  stronger  economy,  inflation  at the  consumer  level  has  remained
relatively  benign at 2.7% in 1994, the fourth  straight year of 3% or less. Due
to a  prolonged  period of  below-trend-line  growth and  continued  pressure on
corporations  to emphasize  effective cost controls,  wage growth and unit labor
costs have remained subdued.  However,  as the economy has exhibited  continuing
strength,  various  industrial  commodity prices have been rising  substantially
faster  than  consumer  prices.  Nevertheless,  businesses  have had  difficulty
passing these price increases on to the consumer. With the economy continuing to
expand,  we expect to see some upward movement in inflation from below 3% to the
3 1/2%  range.  The  Federal  Reserve  Board  has shown a  willingness  to raise
short-term  rates to slow the economy  and dampen  inflationary  pressures.  The
Federal  Reserve  most  recently  raised the federal  funds rate 75 basis points
(0.75%) on November  15, and we expect the Federal  Reserve to raise  short-term
rates again in the coming  months if it believes  that current  efforts have not
been  sufficient  to  dampen  inflationary  expectations.  Although  we  believe
fundamentals  are favorable for lower  long-term  rates  sometime in 1995,  this
likely will not occur until the Federal  Reserve is comfortable  that its policy
toward slowing the economic expansion has been successful. Thus, we believe that
long-term yields will move moderately higher in the near term.

Portfolio Performance and Strategy
As  mentioned  earlier,  Class A shares of the Fund  provided a total  return of
- -0.76%  during the fiscal year ended  December 31, 1994, as compared to a return
of -0.77% for the Lehman Brothers One- to Five-Year Government Bond Index. Class
A shares also  outperformed  the -1.65% average return for other short-term U.S.
government  funds  as  determined  by  Lipper  Analytical  Services,   Inc.,  an
independent firm that reports mutual fund performance.

    Our focus during the past 12 months has been on  preservation  of principal,
and it remains our primary  focus  entering  1995.  Currently,  the portfolio is
structured  defensively  in  anticipation  of further  increases  in  short-term
interest rates by the Federal Reserve. Considerable momentum in the expansion of
economic  activity has carried  unemployment to within one-tenth of a percent of
the previous  business-cycle low.  Additionally,  business capacity  utilization
rates are close to levels that historically  have led to supply  bottlenecks and
inflationary pressures. We believe the Federal Reserve will need to see evidence
that this economic momentum has been significantly blunted before signaling that
the current cycle of rising interest rates is complete.

    Approximately  48% of the  Fund's  total  net  assets  is  invested  in U.S.
Treasury  securities with maturities of eight months or less. As we approach the
end of the credit  tightening  cycle,  and we see  indications  that the Federal
Reserve's  increase in interest rates is impacting economic growth, we expect to
invest  these  short-term  holdings  in the  three- to  five-year  sector of the
Treasury market. By re-deploying these short-term holdings, we expect to be able
to lock in  attractive  yields and to position  the  portfolio  to benefit  from
opportunities for capital appreciation.

    During  1995,  we will look to further  increase  portfolio  allocations  to
government  agency and  mortgage-backed  pass-through  securities.  Our  current
mortgage  holdings are primarily  balloon and 15-year  pass-through  securities.
With declining  mortgage  refinancing  activity and an  anticipated  slowdown in
housing  activity,  these  securities  should  continue  to  benefit  from  very
favorable supply and demand  technicals,  limited  extension risk and attractive
incremental yields relative to Treasuries  (although it is important to remember
that principal  value and interest on Treasury  securities are guaranteed by the
U.S. government if held to maturity).

    In order for the Fund to remain an eligible  investment  for Federal  Credit
Unions and national  banks,  the Fund will  continue not to invest in options or
futures  and  the  more  volatile   mortgage-derivative   securities.  With  our
relatively  large  holdings of cash and very  short-term  Treasury  and mortgage
securities,  we believe the  portfolio  is  well-positioned  to benefit from the
higher yields that may become available later in 1995.

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

Page 2
A 1 1/2" by 1 5/8" photo of A. Keith Brodkin, Chairman and President
A 1 1/2" by 1 5/8" photo of Steven E. Nothern, Portfolio Manager

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

January 20, 1995

<PAGE>


PORTFOLIO  MANAGER  PROFILE
Steven Nothern began his career at MFS in 1986 in the Fixed Income Department. A
graduate of Middlebury  College and Boston  University,  he was named  Assistant
Vice President in 1987, Vice President in 1989 and Senior Vice President in July
of 1993. In 1992, he became  Portfolio  Manager of MFS Government  Premium Fund,
now called MFS  Government  Limited  Maturity  Fund.  Mr. Nothern is a Chartered
Financial Analyst (C.F.A.).

OBJECTIVE  AND  POLICIES
The Fund's investment  objective is to preserve capital and provide high current
income (compared to a portfolio entirely invested in money market instruments).

The Fund seeks to achieve its  objective by investing in  obligations  issued or
guaranteed   by   the   U.S.   government,   its   agencies,    authorities   or
instrumentalities,  including mortgage-related securities*.  Under normal market
conditions,  substantially  all of the  securities in the Fund's  portfolio will
have remaining maturities of five years or less.

*The  government  guarantee  does not apply to shares  of the Fund,  which  will
 fluctuate with changes in market conditions.

TAX  FORM  SUMMARY
In January 1995,  shareholders  will be mailed a Tax Form Summary  reporting the
federal tax status of all distributions paid during the calendar year 1994.

PERFORMANCE
The information on the following page illustrates the historical  performance of
MFS  Government  Limited  Maturity  Fund Class A shares in comparison to various
market indicators. Fund results reflect the deduction of the 2.50% maximum sales
charge;  benchmark  comparisons  are  unmanaged  and do not  reflect any fees or
expenses. You cannot invest in an index. All results reflect the reinvestment of
all dividends and capital gains.

Class B shares were offered effective September 7, 1993.  Information on Class B
share performance appears on the next page.

Please  note  that  effective  August  1,  1994,  Class C shares  were  offered.
Information on Class C share performance appears on the next page.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT
(For the Period from October 1, 1988 to December 31, 1994)


Page 4
Line graph representing the growth of a $10,000 investment for the life-of-class
period ended  December  31, 1994.  The graph is scaled from $8,000 to $18,000 in
$2,000  segments.  The years are marked from 1988 to 1994. There are three lines
drawn to scale. One is a solid line representing MFS Government Limited Maturity
Fund Class A, a second line of short dashes  represents the Lehman  Brothers 1-5
Year  Government  Bond  Index,  and a third line of long dashes  represents  the
Consumer Price Index.

      MFS Government Limited
            Maturity Fund Class A      $13,934
      Lehman Brothers 1-5 Year
            Government Bond Index      $15,796
      Consumer Price Index             $12,496


AVERAGE  ANNUAL  TOTAL  RETURNS

                                                                   Life of Class
                                                                         through
                                  1 Year   3 Years   5 Years       12/31/94+++
- ------------------------------------------------------------------------------
MFS Government Limited Maturity
  Fund (Class A)
  including 2.50% sales charge    -3.23%    +3.31%    +4.62%         +5.44%*
- ------------------------------------------------------------------------------
MFS Government Limited Maturity
  Fund (Class A)
  at net asset value              -0.76%    +4.19%    +5.15%         +5.87%*
- ------------------------------------------------------------------------------
MFS Government Limited Maturity
  Fund (Class B) with CDSC+       -5.40%      --        --           -4.44%**
- ------------------------------------------------------------------------------
MFS Government Limited Maturity
  Fund (Class B) without CDSC     -1.65%      --        --           -1.62%**
- ------------------------------------------------------------------------------
MFS Government Limited Maturity
  Fund (Class C)                      --        --        --         -0.33%#
- ------------------------------------------------------------------------------
Average short-term U.S.
  government fund                 -1.65%    +3.30%    +6.06%         +6.72%++
- ------------------------------------------------------------------------------
Lehman Brothers One- to Five-
Year Government Bond Index        -0.77%    +4.20%    +7.03%         +7.59%++
- ------------------------------------------------------------------------------
Consumer Price Index(S)           +2.67%    +2.78%    +3.49%         +3.63%++
- ------------------------------------------------------------------------------

In the above table,  we have  included the average  annual total  returns of all
short-term  U.S.  government  funds  (including  the  Fund)  tracked  by  Lipper
Analytical  Services,  Inc. for the applicable  time periods (108, 47, 33 and 27
funds for the 1-, 3- and 5-year  periods  ended  December 31, 1994,  and for the
period from October 1, 1988 through  December 31, 1994,  respectively).  Because
these returns do not reflect any applicable sales charges, we have also included
the Fund's  results at net asset  value (no sales  charge) for  comparison.

All results are  historical  and,  therefore,  are not an  indication  of future
results. The principal value and income return of an investment in a mutual fund
will vary with changes in market conditions,  and shares, when redeemed,  may be
worth  more or less than their  original  cost.  Class C shares  have no initial
sales charge or contingent  deferred sales charge (CDSC), but along with Class B
shares, have higher annual fees and expenses than Class A shares.

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
at any time.

  *For the period from the commencement of offering of Class A shares, September
   26, 1988 to December 31, 1994.
 **For the period from the commencement of offering of Class B shares, September
   7, 1993 to December 31, 1994.
  +These returns reflect the current maximum Class B CDSC of 4%.
  #Aggregate total return from August 1, 1994 (commencement of offering of Class
   C shares).
 ++Benchmark comparisons begin on October 1, 1988.
 (S)The Consumer Price Index is a popular measure of change in prices.
+++The Fund's  policy of investing in U.S.  government  securities  with average
   lives of five years or less did not take effect until May 1, 1993.



PORTFOLIO  OF  INVESTMENTS - December 31, 1994
Bonds - 97.3%
- --------------------------------------------------------------------------------
                                                Principal Amount
Issuer                                           (000 Omitted)         Value
- --------------------------------------------------------------------------------
U.S. Federal Agencies - 25.4%
    Federal Home Loan Mortgage Corp., 7s, 1999         $19,245     $ 18,595,379
    Federal Home Loan Mortgage Corp., 7.5s, 1999        21,122       20,705,961
    Federal National Mortgage Assn., 8.5s,2001 - 2009   24,108       24,069,686
    Federal National Mortgage Assn., 9s, 2003 - 2007     6,25         6,338,475
    Federal National Mortgage Assn., 1993 -
     M1, "A", 7.653s, 2020                               2,596        2,541,949
                                                                  -------------
                                                                   $ 72,251,450
- --------------------------------------------------------------------------------
U.S. Government Guaranteed - 71.9%
  Government National Mortgage Association - 4.1%
    GNMA, 7.5s, 2009                                   $    38     $     36,329
    GNMA, 8s, 2004 - 2009                               11,871       11,607,424
                                                                  -------------
                                                                   $ 11,643,753
- --------------------------------------------------------------------------------
  U.S. Treasury Obligations - 67.8%
    U.S. Treasury Notes, 8.5s, 1995                    $61,000     $ 61,552,660
    U.S. Treasury Notes, 8.875s, 1995                   73,500       74,292,330
    U.S. Treasury Notes, 7.25s, 1996                    30,000       29,765,700
    U.S. Treasury Notes, 7.375s, 1997                   27,50        27,207,675
                                                                  -------------
                                                                   $192,818,365
- --------------------------------------------------------------------------------
Total U.S. Government Guaranteed                                   $204,462,118
- --------------------------------------------------------------------------------
Total Bonds (Identified Cost, $284,572,459)                        $276,713,568
- --------------------------------------------------------------------------------
Repurchase Agreement - 1.0%
- --------------------------------------------------------------------------------
    Lehman  Brothers,  dated  12/30/94,  due  1/  03/95,  total  to be  received
      $2,808,825  (secured by $2,105,000  U.S.  Treasury Bonds,  11.25s,  due 2/
      15/15, market value $2,866,370), at
      Cost                                             $ 2,807     $  2,807,000
- --------------------------------------------------------------------------------
Total Investments (Identified Cost, $287,379,459)                  $279,520,568
Other  Assets,  Less  Liabilities - 1.7%                              4,954,217
- --------------------------------------------------------------------------------
Net Assets - 100.0%                                                $284,474,785
- --------------------------------------------------------------------------------
See notes to financial statements

<PAGE>

FINANCIAL  STATEMENTS
Statement  of  Assets  and  Liabilities
- --------------------------------------------------------------------------------
December 31, 1994
- --------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $287,379,459)            $279,520,568
  Cash                                                                      672
  Receivable for Fund shares sold                                       202,580
  Interest receivable                                                 6,073,510
  Other assets                                                            4,825
                                                                   ------------
      Total assets                                                 $285,802,155
                                                                   ------------
Liabilities:
  Payable for Fund shares reacquired                               $    554,347
  Distributions payable                                                 553,062
  Payable to affiliates -
    Distribution fee                                                    102,498
    Management fee                                                        6,236
    Shareholder servicing agent fee                                       2,431
  Accrued expenses and other liabilities                                108,796
                                                                   ------------
      Total liabilities                                            $  1,327,370
                                                                   ------------
Net assets                                                         $284,474,785
                                                                   ------------
Net assets consist of:
  Paid-in capital                                                  $306,825,265
  Unrealized depreciation on investments                             (7,858,891)
  Accumulated net realized loss on investments                      (14,453,302)
  Accumulated distributions in excess of net investment income          (38,287)
                                                                  -------------
      Total                                                        $284,474,785
                                                                   ------------
Shares of beneficial interest outstanding                            33,787,880
                                                                   ------------
Class A shares:
  Net asset value and redemption price per share
    (net assets of $257,153,776 / 30,537,522 shares of
    beneficial interest outstanding)                                   $8.42
                                                                        ----
  Offering price per share (100/97.5 of net asset value per
    share)                                                             $8.64
                                                                        ----
Class B shares:
  Net asset value, offering price and redemption price per share
    (net assets of $23,917,728 / 2,844,871 shares of beneficial
    interest outstanding)                                               $8.41
                                                                        ----
Class C shares:
  Net asset value, offering price and redemption price per share
    (net assets of $3,403,281 / 405,487 shares of beneficial
    interest outstanding)                                               $8.39
                                                                        ----
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
- --------------------------------------------------------------------------------
Year Ended December 31, 1994
- --------------------------------------------------------------------------------
Net investment income:
  Interest income                                                  $ 22,577,275
                                                                   ------------
  Expenses -
    Management fee                                                 $  1,561,767
    Trustees' compensation                                               40,877
    Shareholder servicing agent fee (Class A)                           442,495
    Shareholder servicing agent fee (Class B)                            45,549
    Shareholder servicing agent fee (Class C)                             1,257
    Distribution and service fee (Class A)                              735,827
    Distribution and service fee (Class B)                              207,041
    Distribution and service fee (Class C)                                8,380
    Custodian fee                                                        98,706
    Postage                                                              40,877
    Auditing fees                                                        33,287
    Printing                                                             24,856
    Legal fees                                                            8,130
    Miscellaneous                                                       191,040
                                                                   ------------
      Total expenses                                               $  3,440,089
    Reduction of expenses by investment adviser and distributor        (453,869)
                                                                   ------------
      Net expenses                                                 $  2,986,220
                                                                   ------------
          Net investment income                                    $ 19,591,055
                                                                   ------------
Realized and unrealized gain (loss) on investments:
  Realized gain (loss) (identified cost basis)                     $(16,449,820)
  Change in unrealized appreciation (depreciation)                   (6,309,503)
                                                                   ------------
    Net realized and unrealized loss on investments                $(22,759,323)
                                                                   ------------
      Net decrease in net assets from operations                   $ (3,168,268)
                                                                   ------------
See notes to financial statements


<PAGE>

FINANCIAL  STATEMENTS - continued
Statement  of  Changes  in  Net  Assets
- --------------------------------------------------------------------------------
Year Ended December 31,                           1994                   1993
- --------------------------------------------------------------------------------
Increase (decrease) in net
assets:
From operations -
  Net investment income                   $ 19,591,055           $ 17,072,328
  Net realized gain (loss) on
    investments                            (16,449,820)             4,172,622
  Net unrealized loss on
    investments                             (6,309,503)            (1,868,631)
                                           -----------            -----------
    Increase (decrease) in net            
    assets from operations                $ (3,168,268)          $ 19,376,319
                                           -----------            -----------
Distributions declared to
    shareholders -
  From net investment income (Class A)    $(16,948,072)          $(16,882,753)
  From net investment income (Class B)      (1,023,255)               (65,605)
  From net investment income (Class C)         (49,519)               --
  From net realized gain on
    investments (Class A)                       --                 (3,219,959)
  From net realized gain on
    investments (Class B)                       --                    (27,163)
                                           -----------            -----------
    Total distributions declared         
     to shareholders                      $(18,020,846)          $(20,195,480)
                                           -----------            -----------
Fund share (principal) transactions -
  Net proceeds from sale of shares        $ 88,499,662           $175,118,644
  Net asset value of shares 
    issued to shareholders in
    reinvestment of distributions           11,313,407             12,865,498
  Cost of shares reacquired               (151,014,206)          (127,087,569)
                                           -----------            -----------
    Increase (decrease) in net
      assets from Fund share              
      transactions                        $(51,201,137)          $ 60,896,573
                                           -----------            -----------
      Total increase (decrease)           
      in net assets                       $(72,390,251)          $ 60,077,412
Net assets:
  At beginning of period                   356,865,036            296,787,624
                                           -----------            -----------
  At end of period (including
    undistributed (distributions
    in excess of) net investment
    income of $(38,287) and
    $106,594, respectively)               $284,474,785           $356,865,036
                                           -----------            -----------
See notes to financial statements



<PAGE>
<TABLE>

FINANCIAL  STATEMENTS - continued
<CAPTION>
Financial  Highlights
- -----------------------------------------------------------------------------------------------
Year Ended December 31,           1994          1993          1992          1991         1990<F1>
- -----------------------------------------------------------------------------------------------
                                 Class A
- -----------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
<S>                            <C>            <C>           <C>           <C>          <C>
Net asset value -
 beginning of period            $ 8.99        $ 8.98        $ 9.06        $ 9.09       $ 9.33
                                 -----         -----         -----         -----        -----
Income from investment
 operations<F3> -
  Net investment income<F5>     $ 0.54        $ 0.52        $ 0.49        $ 0.52       $ 0.53
  Net realized and unrealized
   gain (loss) on investments    (0.61)         0.10          0.07          0.21         --
                                 -----         -----         -----         -----        -----
      Total from investment
       operations               $(0.07)       $ 0.62        $ 0.56        $ 0.73       $ 0.53
                                 -----         -----         -----         -----        -----
Less distributions declared
 to shareholders -
  From net investment income    $(0.50)       $(0.51)       $(0.45)       $(0.49)      $(0.48)
  From net realized gain on
   investments                     --          (0.10)        (0.14)         --           --
  From paid-in capital             --            --          (0.05)        (0.27)       (0.29)
                                  -----         ----          ----          ----         ----
      Total distributions 
       declared to
       shareholders             $(0.50)       $(0.61)       $(0.64)       $(0.76)      $(0.77)
                                  -----         -----         -----         -----        -----
Net asset value -
 end of period                  $ 8.42        $ 8.99        $ 8.98        $ 9.06       $ 9.09
                                 =====          =====         =====         =====        =====
Total return<F4>                 (0.76)%        7.00%         6.51%         8.44%        7.39%<F2>
               
Ratios (to average net assets)/Supplemental data<F5>:
  Expenses                        0.89%         1.14%         1.38%         1.33%        1.40%<F2>

  Net investment income           6.28%         5.62%         5.50%         5.89%        7.01%<F2>
Portfolio turnover                 328%          247%          391%        1,256%         845%
Net assets at end of period
 (000 omitted)                 $257,154      $345,597      $296,788     $365,644      $427,849

<FN>
<F1>For the ten months ended December 31, 1990.
<F2>Annualized.
<F3>Per share data for the year ended December 31, 1994 is based on average shares outstanding.
<F4>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.
<F5>The investment  adviser and the  distributor did not impose a portion of
    their management fee and distribution fee,  respectively,  for the periods
    indicated.  If these fees had been incurred by the Fund, the net investment
    income per share and the ratios would have been:
      Net investment income      $ 0.53       $ 0.50         --           --           --
      Ratios (to average
       net assets):
        Expenses                  1.04%        1.34%         --           --           --
        Net investment income     6.13%        5.42%         --           --           --



See notes to financial statements
</TABLE>


<PAGE>
<TABLE>

FINANCIAL  STATEMENTS - continued

<CAPTION>
Financial  Highlights - continued
- --------------------------------------------------------------------------------------------------------------

                                                  Year Ended February 28,   Year Ended December 31,
                                                  -----------------------   ----------------------------------
                                                  1990         1989<F1>     1994         1993<F2>     1994<F3>
- --------------------------------------------------------------------------------------------------------------
                                                  Class A                   Class B                   Class C
- --------------------------------------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
<S>                                               <C>          <C>          <C>          <C>          <C> 
Net asset value - beginning
 of period                                        $ 9.51       $ 9.63       $ 8.98       $ 9.17       $ 8.62
                                                  ------       ------       ------       ------       ------
Income from investment operations<F5> -
  Net investment income<F7>                       $ 0.69       $ 0.23       $ 0.47       $ 0.12       $ 0.17
  Net realized and unrealized gain (loss)
   on investments                                   0.10        (0.11)       (0.62)       (0.17)       (0.20)
                                                  ------       ------       ------       ------       ------
      Total from investment operations            $ 0.79       $ 0.12       $(0.15)      $(0.05)      $(0.03)
                                                  ------       ------       ------       ------       ------
Less distributions declared to shareholders -
  From net investment income                      $(0.67)      $(0.17)      $(0.42)      $(0.11)      $(0.20)
  From net realized gain on investments            (0.14)       (0.02)         --         (0.03)         --
  From paid-in capital                             (0.16)       (0.05)         --           --           --
                                                  ------       ------       ------       ------       ------
      Total distributions declared to
       shareholders                               $(0.97)      $(0.24)      $(0.42)      $(0.14)      $(0.20)
                                                  ------       ------       ------       ------       ------
Net asset value - end of period                   $ 9.33       $ 9.51       $ 8.41       $ 8.98       $ 8.39
                                                  ======       ======       ======       ======       ======
Total return<F6>                                    8.43%<F4>    3.02%<F4>   (1.65)%      (1.54)%<F4>  (0.33)%
Ratios (to average net assets)/Supplemental data(S):
  Expenses                                          1.43%        1.41%<F4>    1.79%        1.83%<F4>    1.62%<F4>
  Net investment income                             7.16%<F4>    6.97%<F4>    5.42%        4.58%<F4>    6.10%<F4>
Portfolio turnover                                   615%         170%         328%         247%         328%
Net assets at end of period
  (000 omitted)                                 $350,011     $117,584      $23,918      $11,268       $3,403

<FN>
<F1>For the period from the commencement of investment operations, September 26, 1988 to February 28, 1989.
<F2>For the period from the commencement of offering of Class B shares, September 7, 1993 to
<F3>For the period from the commencement of offering of Class C shares, August 1, 1994 to December
<F4>Annualized.
<F5>Per share data for the year ended December 31, 1994 is based on average shares outstanding.
<F6>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.
<F7>The  investment  adviser  and the  distributor  did not  impose  a  portion  of  their  management  fee and
    distribution fee, respectively,  for the period indicated. If these fees had been incurred by the Fund, the
    net investment income per share and the ratios would have been:

      Net investment income                         --           --         $ 0.46       $ 0.11          -- 
      Ratios (to average net assets):
        Expenses                                    --           --           1.82%        2.60%<F4>     --
        Net investment income                       --           --           5.39%        3.82%<F4>     --

                                                         
See notes to financial statements
</TABLE>


<PAGE>


NOTES  TO  FINANCIAL  STATEMENTS - continued
NOTES  TO  FINANCIAL  STATEMENTS

(1) Business  and  Organization
MFS Government  Limited Maturity 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.

Security Loans - The Fund may lend its securities to member banks of the Federal
Reserve  System  and  to  member  firms  of  the  New  York  Stock  Exchange  or
subsidiaries  thereof.  The  loans  are  collateralized  at all times by cash or
securities  with a market value at least equal to the market value of securities
loaned. As with other extensions of credit,  the Fund may bear the risk of delay
in recovery or even loss of rights in the collateral  should the borrower of the
securities  fail  financially.  The Fund receives  compensation  for lending its
securities  in the  form of fees or from all or a  portion  of the  income  from
investment of the collateral. The Fund would also continue to earn income on the
securities loaned. At December 31, 1994, the Fund had no securities on loan.

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 both financial  statement
and tax  reporting  purposes  as  required  by federal  income tax  regulations.
Interest  payments  received  in  additional  securities  are  recorded  on  the
ex-interest  date in an amount  equal to the value of the security on such date.
Some   government   securities   may  be   purchased  on  a   "when-issued"   or
"forward-delivery"  basis,  which means that the securities will be delivered to
the Fund at a future date usually beyond customary settlement time.

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. During the year ended December 31, 1994, $1,715,090 was reclassified from
accumulated  distributions in excess of net investment income to accumulated net
realized loss on investments, due to differences between book and tax accounting
for mortgage-backed  securities.  This change had no effect on the net assets or
net asset value per share.

Multiple  Classes of Shares of  Beneficial  Interest - The Fund offers  Class A,
Class B and Class C shares. Class B and Class C shares were first offered to the
public on September 7, 1993 and August 1, 1994, respectively.  The three classes
of shares differ in their respective  shareholder servicing agent,  distribution
and service  fees.  Shareholders  of each class also bear certain  expenses that
pertain only to that particular class. 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,
including  distribution  and  shareholder  service fees.

(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.  Prior to
April 1, 1994,  the  management  fee was  computed  daily and paid monthly at an
effective  annual  rate of 0.38% of average  daily net assets and 5.36% of gross
income.  Subsequent to April 1, 1994,  the management fee was computed daily and
paid  monthly  at the  lesser of 0.40% of  average  daily net assets or 0.38% of
average daily net assets and 5.36% of gross income.  This amounted to $1,561,767
for the year ended December 31, 1994.  The  investment  adviser did not impose a
portion of its fee ($160,537),  which is reflected as a 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 Financial  Services,  Inc.  (FSI)
and MFS Service Center,  Inc.  (MFSC).  The Fund has an unfunded defined benefit
plan for all its independent Trustees.  Included in Trustees'  compensation is a
net periodic pension expense of $9,052 for the year ended December 31, 1994.

Distributor - FSI, a wholly owned  subsidiary of MFS, as  distributor,  received
$43,591  as its  portion  of the sales  charge on sales of Class A shares of the
Fund.  Effective January 1, 1995, FSI became MFS Fund Distributors,  Inc. (MFD).
The Trustees have adopted separate  distribution  plans for Class A, Class B and
Class C 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  annually 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 is currently waiving the 0.10%  distribution fee which
amounted to $293,332 for the year ended  December 31, 1994.  Fees incurred under
the  distribution  plan  during the year ended  December  31, 1994 were 0.15% of
average daily net assets  attributable to Class A shares on an annualized basis,
net of waiver, and amounted to $442,495 (of which MFD retained $39,041).

The Class B and Class C Distribution  Plans provide that the Fund will pay MFD a
monthly  distribution fee, equal to 0.75% per annum, and a quarterly service fee
of up to 0.25% per annum, of the Fund's average daily net assets attributable to
Class B and Class C 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 and Class C shares,  and will pay to such securities  dealers all of the
distribution fee attributable to Class C shares.  The service fee is intended to
be additional  consideration for services rendered by the dealer with respect to
Class B and Class C shares.  Fees incurred under the distribution  plans for the
year ended December 31, 1994 were 1.00% of average daily net assets attributable
to Class B and Class C shares on an  annualized  basis and  amounted to $207,041
and $8,380,  respectively  (of which MFD retained  $1,721 and $5 for Class B and
Class C shares, respectively).

A contingent deferred sales charge is imposed on shareholder redemption of Class
A shares, on purchases of $1 million or more, in the event of a share 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
year ended  December 31, 1994 were $238,743 and $192,283 for Class A and Class B
shares, respectively.

Shareholder  Servicing  Agent - MFSC, a wholly owned  subsidiary of MFS,  earned
$442,495,  $45,549  and  $1,257  for  Class  A,  Class  B and  Class  C  shares,
respectively,  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%,  up to 0.22% and up to 0.15%
attributable to Class A, Class B and Class C shares, respectively.

(4) Portfolio Securities
Purchases and sales of investments,  other than short-term obligations,  were as
follows:






                                                  Purchases              Sales
- ------------------------------------------------------------------------------
U.S. government securities                     $975,629,391     $1,025,810,465
                                               ------------     --------------

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

Aggregate cost                                                  $  287,732,975
                                                                --------------
Gross and net unrealized depreciation                           $    8,212,407
                                                                --------------

At December 31, 1994, the Fund,  for federal income tax purposes,  had a capital
loss  carryforward of $14,381,215,  which may be applied against any net taxable
realized gains of each  succeeding  year until the earlier of its utilization or
expiration on December 31, 2002.

(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>

                                     1994                           1993
Class A Shares                       ---------------------------    -------------------------
Year Ended December 31,                Shares          Amount         Shares           Amount
- ---------------------------------------------------------------------------------------------
<S>                                  <C>         <C>               <C>           <C>         
Shares sold                          6,636,068   $  57,795,004     17,800,353    $163,422,799
Shares issued to shareholders in
 reinvestment of distributions       1,230,897      10,641,877      1,424,842      12,810,329
Shares reacquired                  (15,759,146)   (137,039,970)   (13,851,921)   (126,694,108)
                                   -----------   -------------    -----------    ------------
  Net increase (decrease)           (7,892,181)  $ (68,603,089)     5,373,274    $ 49,539,020
                                   ===========   =============    ===========    ============

                                     1994                           1993<F1>
Class B Shares                       ---------------------------    -------------------------
Year Ended December 31,                Shares          Amount         Shares           Amount
- ---------------------------------------------------------------------------------------------
Shares sold                          3,133,094   $  27,198,600      1,292,601    $ 11,695,845
Shares issued to shareholders in
 reinvestment of distributions          72,495         622,590          6,127          55,169
Shares reacquired                   (1,615,742)    (13,879,579)       (43,704)       (393,461)
                                    ----------   -------------      ---------    ------------
  Net increase                       1,589,847   $  13,941,611      1,255,024    $ 11,357,553
                                    ==========   =============      =========    ============

                                     1994<F2>
Class C Shares                       ---------------------------
Year Ended December 31,                Shares          Amount
- --------------------------------------------------------------------
Shares sold                            410,854   $   3,506,058
Shares issued to shareholders in
 reinvestment of distributions           5,799          48,940
Shares reacquired                      (11,166)        (94,657)
                                    ----------   -------------
  Net increase                         405,487   $   3,460,341
                                    ==========   =============


<F1>For  the  period  from the  commencement  of  offering  of  Class B  shares,
    September 7, 1993 to December 31, 1993.
<F2>For the period from the  commencement of offering of Class C shares,  August
    1, 1994 to December 31, 1994.
</TABLE>

(6) Line of  Credit
The Fund entered into an agreement  which enables it to  participate  with other
funds  managed by MFS, or an affiliate  of MFS, in an  unsecured  line of credit
with  a  bank  which  permits  borrowings  up  to  $300  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
year ended December 31, 1994 was $4,753.

<PAGE>

REPORT  OF  ERNST  &  YOUNG  LLP,  INDEPENDENT  AUDITORS

To the Trustees and  Shareholders  of MFS Government  Limited  Maturity Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of MFS
Government   Limited   Maturity  Fund,   including  the  schedule  of  portfolio
investments,  as of December 31, 1994, and the related  statements of operations
and changes in net assets for the year then ended and the  financial  highlights
for the year then ended for Class A and Class B shares,  and for the period from
August 1, 1994  (commencement  of  offering)  to  December  31, 1994 for Class C
shares.   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
audit. The financial  statements of MFS Government Limited Maturity Fund for the
year ended December 31, 1993 and the financial  highlights for each of the three
years in the period ended  December 31, 1993,  for the ten months ended December
31, 1990,  for the year ended  February 28, 1990,  for the period from September
26, 1988  (commencement of operations) to February 28, 1989, for Class A shares,
and for the period  from  September  7, 1993  (commencement  of  operations)  to
December  31,  1993 for Class B shares,  were  audited by other  auditors  whose
report  dated  January  19,  1994  expressed  an  unqualified  opinion  on those
statements and financial highlights.

We conducted our audit 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 securities owned as of December 31, 1994, by
correspondence  with the custodian and brokers,  or other  appropriate  auditing
procedures where replies from brokers were not received.  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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of MFS
Government Limited Maturity Fund as of December 31, 1994, and the results of its
operations, the changes in its net assets, and financial highlights for the year
then ended for Class A shares and Class B shares,  and for the period  August 1,
1994 to  December  31, 1994 for Class C shares,  in  conformity  with  generally
accepted accounting principles.

                                                      /s/Ernst & Young LLP

Boston, Massachusetts
February 9, 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>

<TABLE>
THE MFS FAMILY OF FUNDS(r)
America's Oldest Mutual Fund Group 

  The  members  of the MFS  Family of Funds are  grouped  below  according  to the types of
securities  in  their   portfolios.   For  free   prospectuses   containing  more  complete
information,  including  the  exchange  privilege  and all  charges  and  expenses,  please
contact  your  financial  adviser  or call the MFS  Service  Center at  1-800-225-2606  any
business day from 8 a.m. to 8 p.m.  Eastern time.  This material  should be read  carefully
before investing or sending money.

<CAPTION>
STOCK                                                                LIMITED MATURITY BOND
<S>                                                      <C> 
Massachusetts Investors Trust                            MFS(r) Government Limited Maturity Fund
Massachusetts Investors Growth Stock Fund                MFS(r) Limited Maturity Fund
MFS(r) Capital Growth Fund                               MFS(r) Municipal Limited Maturity Fund
MFS(r) Emerging Growth Fund                              WORLD
MFS(r) Gold & Natural Resources Fund                     MFS(r) World Asset Allocation Fund
MFS(r) Growth Opportunities Fund                         MFS(r) World Equity Fund
MFS(r) Managed Sectors Fund                              MFS(r) World Governments Fund
MFS(r) OTC Fund                                          MFS(r) World Growth Fund
MFS(r) Research Fund                                     MFS(r) World Total Return Fund
MFS(r) Value Fund                                        NATIONAL TAX-FREE BOND
STOCK AND BOND                                           MFS(r) Municipal Bond Fund
MFS(r) Total Return Fund                                 MFS(r) Municipal High Income Fund
MFS(r) Utilities Fund                                    (closed to new investors)
BOND                                                     MFS(r) Municipal Income Fund
MFS(r) Bond Fund                                         STATE TAX-FREE BOND
MFS(r) Government Mortgage Fund                          Alabama, Arkansas, California, Florida,
MFS(r) Government Securities Fund                        Georgia, Louisiana, Maryland, Massachusetts,
MFS(r) High Income Fund                                  Mississippi, New York, North Carolina,
MFS(r) Intermediate Income Fund                          Pennsylvania, South Carolina Tennessee, Texas,
MFS(r) Strategic Income Fund                             Virginia, Washington, West Virginia
(formerly MFS(r) Income & Opportunity Fund)              MONEY MARKET
                                                         MFS(r) Cash Reserve Fund
                                                         MFS(r) Government Money Market Fund
                                                         MFS(r) Money Market Fund

</TABLE>
<PAGE>
MFS(R)
GOVERNMENT                                                         BULK RATE
LIMITED                                                            U.S. POSTAGE
MATURITY                                                           P A I D
FUND                                                               PERMIT #55638
                                                                   BOSTON, MA

500 Boylston Street
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