MFS SERIES TRUST I
497, 1998-09-25
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<PAGE>

                             MFS NEW DISCOVERY FUND

     Supplement  dated  January 1, 1998 (as revised  October 1, 1998) to the
              Prospectus and Statement of Additional Information of 
                         MFS New Discovery Fund (the "Fund")


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1998, and contains a description of Class I shares.

     Class I shares are  available  for  purchase  only by certain  investors as
described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                     Class I
   Maximum Initial Sales Charge Imposed on Purchases of Fund
     Shares (as a percentage of offering price).....................    None
   Maximum Contingent Deferred Sales Charge (as a percentage
     of original purchase price or redemption proceeds, as 
     applicable)....................................................    None

Annual Operating Expenses of the Fund (as a percentage of average 
net assets):
   Management Fees..................................................    0.90%
   Rule 12b-1 Fees..................................................    None
   Other Expenses (after expense limitation)(1)(2)..................    0.25%
   Total Operating Expenses (after expense limitation)(2)...........    1.15%
 ......................
 (1) The Fund  has an  expense  offset  arrangement  which  reduces  the  Fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Fund's  expenses).  Any such fee  reductions are not
     reflected under "Other Expenses."
(2)  The   Adviser  has  agreed  to  bear  the  Fund's   expenses,   subject  to
     reimbursement  by the Fund, such that "Other  Expenses" do not exceed 0.25%
     per annum of its average daily net assets  during the current  fiscal year.
     Otherwise,  "Other Expenses" and "Total Operating  Expenses" would be 1.85%
     and 2.75%, respectively. See "Other Information" below.

                              Example of Expenses

     An investor would pay the following  dollar amounts of expenses on a $1,000
investment  in Class I shares of the Fund,  assuming (a) a 5% annual  return and
(b) redemption at the end of each of the time periods indicated:

                           Period                        Class I
                           1 year...................       $12
                           3 years..................        37

     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.  A  more  complete  description  of  the  Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

     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>


CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in accounting and auditing. The Fund's independent auditors are Ernst
& Young LLP.

Financial Highlights - Class I Shares


                                                                 PERIOD ENDED
                                                                AUGUST 31, 1997*

Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                $10.00
Income from investment operations# -
     Net investment incomess.                                        $ 1.01
     Net realized and unrealized gain on investments                   2.07
                                                                     ------
         Total from investment operations                            $ 3.08
                                                                     -------
Net asset value - end of period                                      $13.08
                                                                     ------
Total return                                                          30.80%++
Ratios (to average net assets)/Supplemental datass.:
     Expenses                                                          1.50%+
     Net investment income                                            12.65%+
Portfolio turnover                                                      887%
Average commission rate                                             $ 0.0250
Net assets at end of period (000 omitted)                           $  1,494
- --------------------------
*       For the period from the  inception  of Class I shares,  January 2, 1997,
        through August 31, 1997.
+       Annualized.
++      Not annualized.
#       Per share data are based on average shares outstanding.
##      The Fund's expenses are calculated without reduction for fees paid
        indirectly.
ss.     The Adviser  voluntarily  agreed to maintain the expenses of the Fund at
        not  more  than  1.50% of the  Fund's  average  daily  net  assets.  The
        investment adviser,  distributor and shareholder servicing agent did not
        impose any of their fees for the period indicated. If these fees had not
        been waived by the Fund and/or if actual  expenses  had been  over/under
        this  limitation,  the net  investment  income  per share and the ratios
        would have been:

     Net investment income                                            $0.92 
     Ratios (to average net assets):
         Expenses##                                                    2.52%+
         Net investment income                                        11.63%+

ELIGIBLE PURCHASERS

Class I  shares  are  available  for  purchase  only by the  following  Eligible
Purchasers:

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts Financial Services Company ("MFS"), the Fund's investment
     adviser, and employees of MFS' affiliates;

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any retirement  plan,  endowment or foundation  which (a) purchases  shares
     directly through MFD (rather than through a third party broker or dealer or
     other financial intermediary);  (b) has, at the time of purchase of Class I
     shares, aggregate assets of at least $100 million; and (c) invests at least
     $10  million in Class I shares of the Fund either  alone or in  combination
     with  investments  in Class I shares of other MFS funds  distributed by MFD
     (additional  investments may be made in any amount);  provided that MFD may
     accept  purchases  from smaller  plans,  endowments  or  foundations  or in
     smaller amounts if it believes, in its sole discretion,  that such entity's
<PAGE>

     aggregate  assets  will equal or exceed $100  million,  or that such entity
     will make additional  investments  which will cause its total investment to
     equal or exceed $10 million, within a reasonable period of time;

(iv) bank trust  departments  which initially  invest,  on behalf of their trust
     clients,  at  least  $100,000  in Class I  shares  of the Fund  (additional
     investments  may be made  in any  amount);  provided  that  MFD may  accept
     smaller initial purchases if it believes, in its sole discretion,  that the
     bank trust  department will make additional  investments,  on behalf of its
     trust  clients,  which will cause its total  investment  to equal or exceed
     $100,000 within a reasonable period of time; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to time.

     In no event  will the Fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of Class I shares;  the  payment of any such sales  commission  or  compensation
would,  under the Fund's  policies,  disqualify  the  purchaser  as an  eligible
investor in Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four classes of shares of the Fund currently are offered for sale,  Class A
shares,  Class B shares,  Class C shares and Class I shares.  Class I shares are
available for purchase only by Eligible  Purchasers,  as defined above,  and are
described in this Supplement.  Class A shares, Class B shares and Class C shares
are  described in the Fund's  Prospectus  and are  available for purchase by the
general public.

     Class A shares are offered at net asset value plus an initial  sales charge
up to a maximum of 5.75% of the offering  price (or a contingent  deferred sales
charge (a "CDSC") of 1.00% upon redemption  during the first year in the case of
purchases of $1 million or more and certain purchases by retirement  plans), and
are  subject to an annual  distribution  fee and  service fee up to a maximum of
0.35% per  annum.  Class B shares  are  offered  at net asset  value  without an
initial sales charge but are subject to a CDSC upon  redemption  (declining from
4.00%  during the first  year to 0% after six years) and an annual  distribution
fee and service fee up to a maximum of 1.00% per annum;  Class B shares  convert
to Class A shares  approximately eight years after purchase.  Class C shares are
offered at net asset value  without an initial sales charge but are subject to a
1.00% CDSC upon redemption during the first year and an annual  distribution fee
and service  fee up to a maximum of 1.00% per annum.  Class I shares are offered
at net asset value  without an initial  sales charge or CDSC and are not subject
to a  distribution  or  service  fee.  Class C shares  and Class I shares do not
convert to any other class of shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may purchase Class I shares only directly through MFD.
Eligible  Purchasers  may exchange Class I shares of the Fund for Class I shares
of any other MFS Fund  available  for purchase by such  Eligible  Purchasers  at
their net asset value (if available for sale),  and may exchange  Class I shares
of the Fund for shares of the MFS Money Market Fund (if available for sale), and
may redeem Class I shares of the Fund at net asset value.  Distributions paid by
the Fund with  respect to Class I shares  generally  will be greater  than those
paid with respect to Class A shares,  Class B shares and Class C shares  because
expenses  attributable  to Class A  shares,  Class B shares  and  Class C shares
generally will be higher.

     Subject to termination  or revision at the sole  discretion of MFS, MFS has
agreed to bear the Fund's expenses such that the Fund's "Other  Expenses," which
are defined to include all Fund expenses except for management fees, Rule 12-b-1
fees, taxes, extraordinary expenses,  brokerage and transactions costs and class
specific expenses, do not exceed 0.25% per annum of its average daily net assets
(the  "Maximum  Percentage").  The  obligation  of MFS to  bear  these  expenses
terminates  on the last day of the Fund's fiscal year in which the Fund's "Other
Expenses" are less than or equal to the Maximum Percentage. The payments made by
MFS on behalf of the Fund under this arrangement are subject to reimbursement by
the  Fund to MFS,  which  will be  accomplished  by the  payment  of an  expense
reimbursement  fee by the Fund to MFS  computed and paid monthly at a percentage
of its  average  daily net  assets  for its then  current  fiscal  year,  with a
limitation that immediately  after such payment the Fund's "Other Expenses" will
not exceed the Maximum Percentage. This expense reimbursement by the Fund to MFS
terminates  on the earlier of the date on which  payments made by the Fund equal
the prior payment of such reimbursable expenses by MFS or August 31, 2006.


  The date of this Supplement is January 1, 1998 (as revised October 1, 1998).


<PAGE>


                     MFS RESEARCH GROWTH AND INCOME FUND

     Supplement  dated  January 1, 1998 (as  revised  October 1, 1998) to the
        Prospectus and Statement of Additional Information of MFS Research
                         Growth And Income Fund (the "Fund")


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1998, and contains a description of Class I shares.

     Class I shares are  available  for  purchase  only by certain  investors as
described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                      Class I
   Maximum Initial Sales Charge Imposed on Purchases of Fund
     Shares (as a percentage of offering price)....................     None
   Maximum Contingent Deferred Sales Charge (as a percentage
     of original purchase price or redemption proceeds, as 
     applicable)...................................................     None

Annual Operating Expenses of the Fund (as a percentage of average net assets):
   Management Fees.................................................    0.65%
   Rule 12b-1 Fees.................................................    None
   Other Expenses (after fee reduction)(1)(2)(3)...................    0.60%
   Total Operating Expenses (after fee reduction)(3)...............    1.25%
 .....................
(1)  "Other  Expenses" is based on Class A expenses  incurred  during the fiscal
     period ended August 31, 1997.
(2)  The Fund  has an  expense  offset  arrangement  which  reduces  the  Fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Fund's  expenses).  Any such fee  reductions are not
     reflected under "Other Expenses."
(3)  The   Adviser  has  agreed  to  bear  the  Fund's   expenses,   subject  to
     reimbursement  by the Fund, such that "Other  Expenses" do not exceed 0.60%
     per annum of its average daily net assets  during the current  fiscal year.
     Otherwise,  "Other Expenses" and "Total Operating  Expenses" would be 0.65%
     and 1.30%, respectively. See "Other Information" below.

                             Example of Expenses

     An investor would pay the following  dollar amounts of expenses on a $1,000
investment  in Class I shares of the Fund,  assuming (a) a 5% annual  return and
(b) redemption at the end of each of the time periods indicated:

                           Period                         Class I

                           1 year...................        $13
                           3 years..................         40

     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.  A  more  complete  description  of  the  Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

     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>

CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in accounting and auditing. The Fund's independent auditors are Ernst
& Young LLP.

Financial Statements - Class I Shares

                                                                Period Ended
                                                               August 31, 1997**

Per share data (for a share outstanding throughout 
each period): 
Net asset value - beginning of period                              $ 12.01 
Income from investment operations# -
    Net investment incomess.                                       $  0.08
    Net realized and unrealized gain on investments and
       foreign currency transactions                                  2.11
         Total from investment operations                          $  2.19
Less distributions declared -
    From net investment income                                       (0.04)
Net asset value - end of period                                    $ 14.16
Total return                                                         19.01%++
Ratios (to average net assets)/Supplemental datass.:
    Expenses##                                                        1.18%+
    Net investment income                                             0.87%+
Portfolio turnover                                                     106%
Average commission rate                                             $0.0423
Net assets at end of period (000 omitted)                           $   825

**     For the period  from the  inception  of Class I shares,  January 2, 1997,
       through August 31, 1997.
+      Annualized.
++     Not Annualized.
#      Per share data are based on average shares outstanding.
##     The Fund's  expenses are  calculated  without  reduction  for fees paid
       indirectly.
ss.    The investment advisor voluntarily agreed to maintain the expenses of the
       Fund at not more  than  1.25% of the  average  daily net  assets.  To the
       extent actual expenses were over/under the limitation, the net investment
       income per share and the ratios would have been:

        Net investment income                                         $ 0.08
        Ratios (to average net assets):
           Expenses##                                                   1.22%+
           Net investment income                                        0.83%+

ELIGIBLE PURCHASERS

Class I  shares  are  available  for  purchase  only by the  following  Eligible
Purchasers:

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts Financial Services Company ("MFS"), the Fund's investment
     adviser, and employees of MFS' affiliates;

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any retirement  plan,  endowment or foundation  which (a) purchases  shares
     directly through MFD (rather than through a third party broker or dealer or
     other financial intermediary);  (b) has, at the time of purchase of Class I
     shares, aggregate assets of at least $100 million; and (c) invests at least
     $10  million in Class I shares of the Fund either  alone or in  combination
     with  investments  in Class I shares of other MFS funds  distributed by MFD
     (additional  investments may be 
<PAGE>

     made in any amount);  provided that MFD may accept  purchases  from smaller
     plans,  endowments or foundations or in smaller amounts if it believes,  in
     its sole  discretion,  that such  entity's  aggregate  assets will equal or
     exceed $100 million,  or that such entity will make additional  investments
     which  will  cause its total  investment  to equal or exceed  $10  million,
     within a reasonable period of time;

(iv) bank trust  departments  which initially  invest,  on behalf of their trust
     clients,  at  least  $100,000  in Class I  shares  of the Fund  (additional
     investments  may be made  in any  amount);  provided  that  MFD may  accept
     smaller initial purchases if it believes, in its sole discretion,  that the
     bank trust  department will make additional  investments,  on behalf of its
     trust  clients,  which will cause its total  investment  to equal or exceed
     $100,000 within a reasonable period of time; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to time.

     In no event  will the Fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of Class I shares;  the  payment of any such sales  commission  or  compensation
would,  under the Fund's  policies,  disqualify  the  purchaser  as an  eligible
investor of Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four classes of shares of the Fund currently are offered for sale,  Class A
shares,  Class B shares,  Class C shares and Class I shares.  Class I shares are
available for purchase only by Eligible  Purchasers,  as defined above,  and are
described in this Supplement.  Class A shares, Class B shares and Class C shares
are  described in the Fund's  Prospectus  and are  available for purchase by the
general public.

     Class A shares are offered at net asset value plus an initial  sales charge
up to a maximum of 5.75% of the offering  price (or a contingent  deferred sales
charge (a "CDSC") of 1.00% upon redemption  during the first year in the case of
purchases of $1 million or more and certain purchases by retirement  plans), and
are  subject to an annual  distribution  fee and  service fee up to a maximum of
0.35% per  annum.  Class B shares  are  offered  at net asset  value  without an
initial sales charge but are subject to a CDSC upon  redemption  (declining from
4.00%  during the first  year to 0% after six years) and an annual  distribution
fee and service fee up to a maximum of 1.00% per annum;  Class B shares  convert
to Class A shares  approximately eight years after purchase.  Class C shares are
offered at net asset value  without an initial sales charge but are subject to a
1.00% CDSC upon redemption during the first year and an annual  distribution fee
and service  fee up to a maximum of 1.00% per annum.  Class I shares are offered
at net asset value  without an initial  sales charge or CDSC and are not subject
to a  distribution  or  service  fee.  Class C shares  and Class I shares do not
convert to any other class of shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may purchase Class I shares only directly through MFD.
Eligible  Purchasers  may exchange Class I shares of the Fund for Class I shares
of any other MFS Fund  available  for purchase by such  Eligible  Purchasers  at
their net asset value (if available for sale),  and may exchange  Class I shares
of the Fund for shares of the MFS Money Market Fund (if available for sale), and
may redeem Class I shares of the Fund at net asset value.  Distributions paid by
the Fund with  respect to Class I shares  generally  will be greater  than those
paid with respect to Class A shares,  Class B shares and Class C shares  because
expenses  attributable  to Class A  shares,  Class B shares  and  Class C shares
generally will be higher.

     Subject to termination  or revision at the sole  discretion of MFS, MFS has
agreed to bear the Fund's expenses such that the Fund's "Other  Expenses," which
are defined to include all Fund expenses except for management  fees, Rule 12b-1
fees, taxes,  extraordinary expenses,  brokerage and transaction costs and class
specific expenses, do not exceed 0.60% per annum of its average daily net assets
(the  "Maximum  Percentage").  The  obligation  of MFS to  bear  these  expenses
terminates  on the last day of the Fund's fiscal year in which the Fund's "Other
Expenses" are less than or equal to the Maximum Percentage. The payments made by
MFS on behalf of the Fund under this arrangement are subject to reimbursement by
the  Fund to MFS,  which  will be  accomplished  by the  payment  of an  expense
reimbursement  fee by the Fund to MFS  computed and paid monthly at a percentage
of its  average  daily net  assets  for its then  current  fiscal  year,  with a
limitation that immediately  after such payment the Fund's "Other Expenses" will
not exceed the Maximum Percentage. This expense reimbursement by the 
<PAGE>

Fund to MFS  terminates on the earlier of the date on which payments made by the
Fund equal the prior payment of such reimbursable  expenses by MFS or August 31,
2006.



 The date of this Supplement is January 1, 1998 (as revised October 1, 1998).

<PAGE>


                             MFS EQUITY INCOME FUND

      Supplement  dated  January 1, 1998 (as revised  October 1, 1998) to the
                Prospectus and Statement of Additional Information of 
                        MFS Equity Income  Fund (the "Fund")


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1998, and contains a description of Class I shares.

     Class I shares are  available  for  purchase  only by certain  investors as
described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                     Class I
   Maximum Initial Sales Charge Imposed on Purchases of Fund
     Shares (as a percentage of offering price).....................    None
   Maximum Contingent Deferred Sales Charge (as a percentage
     of original purchase price or redemption proceeds, as 
     applicable)....................................................    None

Annual Operating Expenses of the Fund (as a percentage of average 
net assets):
   Management Fees..................................................    0.60%
   Rule 12b-1 Fees..................................................    None
   Other Expenses (after expense limitation)(1)(2)..................    0.40%
   Total Operating Expenses (after expense limitation)(2)...........    1.00%
 ........................
 (1) The Fund  has an  expense  offset  arrangement  which  reduces  the  Fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Fund's  expenses).  Any such fee  reductions are not
     reflected under "Other Expenses."
(2)  The   Adviser  has  agreed  to  bear  the  Fund's   expenses,   subject  to
     reimbursement  by the Fund, such that "Other  Expenses" do not exceed 0.40%
     per annum of its average daily net assets  during the current  fiscal year.
     Otherwise,  "Other Expenses" and "Total Operating  Expenses" would be 2.15%
     and 2.75%, respectively. See "Other Information" below.

                              Example of Expenses

     An investor would pay the following  dollar amounts of expenses on a $1,000
investment  in Class I shares of the Fund,  assuming (a) a 5% annual  return and
(b) redemption at the end of each of the time periods indicated:

                           Period                           Class I
                 1 year...............................        $10
                 3 years..............................         32

     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.  A  more  complete  description  of  the  Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

     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>


CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in accounting and auditing. The Fund's independent auditors are Ernst
& Young LLP.

Financial Highlights - Class I Shares

                                                                 PERIOD ENDED
                                                               AUGUST 31, 1997*

Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                $12.20
Income from investment operations# -
     Net investment incomess.                                        $ 0.15
     Net realized and unrealized gain on investments
         and foreign currency transactions                             2.46
                                                                     ------
              Total from investment operations                       $ 2.61
                                                                     -------
Net asset value - end of period                                      $14.81
                                                                     ------
Total return                                                          21.39%++
Ratios (to average net assets)/Supplemental datass.:
     Expenses                                                          1.50%+
     Net investment income                                             1.51%+
Portfolio turnover                                                      118%
Average commission rate                                              $ 0.0393
Net assets at end of period (000 omitted)                            $    964
- --------------------------
*       For the period from the  inception of Class I, January 2, 1997,  through
        August 31, 1997.
+       Annualized.
++      Not annualized.
#       Per share data are based on average shares outstanding.
##      The Fund's expenses are calculated without reduction for fees paid
        indirectly.
ss.     The Adviser  voluntarily  agreed to maintain the expenses of the Fund at
        not  more  than  1.50% of the  Fund's  average  daily  net  assets.  The
        investment adviser,  distributor and shareholder servicing agent did not
        impose any of their fees for the period indicated. If these fees had not
        been waived by the Fund and/or if actual  expenses  had been  over/under
        this  limitation,  the net  investment  income  per share and the ratios
        would have been:

     Net investment income $0.03 Ratios (to average net assets):
         Expenses##                                                    2.67%+
         Net investment income                                         0.35%+

ELIGIBLE PURCHASERS

Class I  shares  are  available  for  purchase  only by the  following  Eligible
Purchasers:

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts Financial Services Company ("MFS"), the Fund's investment
     adviser, and employees of MFS' affiliates;
<PAGE>

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any retirement  plan,  endowment or foundation  which (a) purchases  shares
     directly through MFD (rather than through a third party broker or dealer or
     other financial intermediary);  (b) has, at the time of purchase of Class I
     shares, aggregate assets of at least $100 million; and (c) invests at least
     $10  million in Class I shares of the Fund either  alone or in  combination
     with  investments  in Class I shares of other MFS funds  distributed by MFD
     (additional  investments may be made in any amount);  provided that MFD may
     accept  purchases  from smaller  plans,  endowments  or  foundations  or in
     smaller amounts if it believes, in its sole discretion,  that such entity's
     aggregate  assets  will equal or exceed $100  million,  or that such entity
     will make additional  investments  which will cause its total investment to
     equal or exceed $10 million, within a reasonable period of time;

(iv) bank trust  departments or law firms acting as trustee or manager for trust
     accounts which initially invest, on behalf of their trust clients, at least
     $100,000 in Class I shares of the Fund (additional  investments may be made
     in any amount);  provided that MFD may accept smaller initial  purchases if
     it believes, in its sole discretion,  that the bank trust department or law
     firm  will make  additional  investments,  on behalf of its trust  clients,
     which will cause its total  investment to equal or exceed $100,000 within a
     reasonable period of time; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to time.

     In no event  will the Fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of Class I shares;  the  payment of any such sales  commission  or  compensation
would,  under the Fund's  policies,  disqualify  the  purchaser  as an  eligible
investor in Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four classes of shares of the Fund currently are offered for sale,  Class A
shares,  Class B shares,  Class C shares and Class I shares.  Class I shares are
available for purchase only by Eligible  Purchasers,  as defined above,  and are
described in this Supplement.  Class A shares, Class B shares and Class C shares
are  described in the Fund's  Prospectus  and are  available for purchase by the
general public.

     Class A shares are offered at net asset value plus an initial  sales charge
up to a maximum of 5.75% of the offering  price (or a contingent  deferred sales
charge (a "CDSC") of 1.00% upon redemption  during the first year in the case of
purchases of $1 million or more and certain purchases by retirement  plans), and
are  subject to an annual  distribution  fee and  service fee up to a maximum of
0.35% per  annum.  Class B shares  are  offered  at net asset  value  without an
initial sales charge but are subject to a CDSC upon  redemption  (declining from
4.00%  during the first  year to 0% after six years) and an annual  distribution
fee and service fee up to a maximum of 1.00% per annum;  Class B shares  convert
to Class A shares  approximately eight years after purchase.  Class C shares are
offered at net asset value  without an initial sales charge but are subject to a
1.00% CDSC upon redemption during the first year and an annual  distribution fee
and service  fee up to a maximum of 1.00% per annum.  Class I shares are offered
at net asset value  without an initial  sales charge or CDSC and are not subject
to a  distribution  or  service  fee.  Class C shares  and Class I shares do not
convert to any other class of shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may purchase Class I shares only directly through MFD.
Eligible  Purchasers  may exchange Class I shares of the Fund for Class I shares
of any other MFS Fund  available  for purchase by such  Eligible  Purchasers  at
their net asset value (if available for sale),  and may exchange  Class I shares
of the Fund for shares of the MFS Money Market Fund (if 
<PAGE>

available  for  sale),  and may  redeem  Class I shares of the Fund at net asset
value.  Distributions  paid by the Fund with respect to Class I shares generally
will be greater than those paid with  respect to Class A shares,  Class B shares
and Class C shares  because  expenses  attributable  to Class A shares,  Class B
shares and Class C shares generally will be higher.

     Subject to termination  or revision at the sole  discretion of MFS, MFS has
agreed to bear the Fund's expenses such that the Fund's "Other  Expenses," which
are defined to include all Fund expenses except for management fees, Rule 12-b-1
fees, taxes, extraordinary expenses,  brokerage and transactions costs and class
specific expenses, do not exceed 0.40% per annum of its average daily net assets
(the  "Maximum  Percentage").  The  obligation  of MFS to  bear  these  expenses
terminates  on the last day of the Fund's fiscal year in which the Fund's "Other
Expenses" are less than or equal to the Maximum Percentage. The payments made by
MFS on behalf of the Fund under this arrangement are subject to reimbursement by
the  Fund to MFS,  which  will be  accomplished  by the  payment  of an  expense
reimbursement  fee by the Fund to MFS  computed and paid monthly at a percentage
of its  average  daily net  assets  for its then  current  fiscal  year,  with a
limitation that immediately  after such payment the Fund's "Other Expenses" will
not exceed the Maximum Percentage. This expense reimbursement by the Fund to MFS
terminates  on the earlier of the date on which  payments made by the Fund equal
the prior payment of such reimbursable expenses by MFS or August 31, 2006.



  The date of this Supplement is January 1, 1998 (as revised October 1, 1998).

<PAGE>


                        MFS RESEARCH INTERNATIONAL FUND

     Supplement  dated  January 1, 1998 (as revised  October 1, 1998) to the
               Prospectus and Statement of Additional Information of 
                     MFS Research International Fund (the "Fund")


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1998, and contains a description of Class I shares.

     Class I shares are  available  for  purchase  only by certain  investors as
described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                     Class I
   Maximum Initial Sales Charge Imposed on Purchases of Fund
     Shares (as a percentage of offering price)....................     None
   Maximum Contingent Deferred Sales Charge (as a percentage
     of original purchase price or redemption proceeds, as 
     applicable)...................................................     None

Annual Operating Expenses of the Fund (as a percentage of average 
net assets):
   Management Fees.................................................    1.00%
   Rule 12b-1 Fees.................................................    None
   Other Expenses (after expense limitation)(1)((2)................    0.40%
   Total Operating Expenses (after expense limitation)(2)..........    1.40%
 ......................
 (1) The Fund  has an  expense  offset  arrangement  which  reduces  the  Fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Fund's  expenses).  Any such fee  reductions are not
     reflected under "Other Expenses."
(2)  The   Adviser  has  agreed  to  bear  the  Fund's   expenses,   subject  to
     reimbursement  by the Fund, such that "Other  Expenses" do not exceed 0.40%
     per annum of its average daily net assets  during the current  fiscal year.
     Otherwise,  "Other Expenses" and "Total Operating  Expenses" would be 1.41%
     and 2.81%, respectively. See "Other Information" below.

                              Example of Expenses

     An investor would pay the following  dollar amounts of expenses on a $1,000
investment  in Class I shares of the Fund,  assuming (a) a 5% annual  return and
(b) redemption at the end of each of the time periods indicated:

                           Period                      Class I
                           1 year................        $14
                           3 years...............         44

     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.  A  more  complete  description  of  the  Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

     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.

CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in accounting and auditing. The Fund's independent auditors are Ernst
& Young LLP.
<PAGE>

                     Financial Highlights - Class I Shares


                                                                  PERIOD ENDED
                                                                AUGUST 31, 1997*

Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                $10.00
Income from investment operations# -
     Net investment income**                                         $ 0.07
     Net realized and unrealized gain on investments                   0.88
                                                                     ------
         Total from investment operations                            $ 0.95
                                                                     -------
Net asset value - end of period                                      $10.95
                                                                     ------
Total return                                                           9.60%^^
Ratios (to average net assets)/Supplemental data**:
     Expenses##                                                        1.68%^
     Net investment income                                             0.85%^
Portfolio turnover                                                      137%
Average commission rate                                              $ 0.0198
Net assets at end of period (000 omitted)                            $  1,022
- --------------------------
*       For the period from the inception of Class I shares of the Fund, January
        2, 1997, through August 31, 1997.
^       Annualized.
^^      Not annualized.
#       Per share data are based on average shares outstanding.
##      The Fund's expenses are calculated without reduction for fees paid
        indirectly.
**      The Adviser  voluntarily  agreed to maintain the expenses of the Fund at
        not  more  than  1.75% of the  Fund's  average  daily  net  assets.  The
        investment adviser,  distributor and shareholder servicing agent did not
        impose any of their fees for the period indicated. If these fees had not
        been  waived  and/or  if  actual   expenses  had  been  over/under  this
        limitation,  the net  investment  income per share and the ratios  would
        have been:

     Net investment income                                            $   --
     Ratios (to average net assets):
         Expenses##                                                     2.81%^
         Net investment income                                         (0.28)%^

ELIGIBLE PURCHASERS

Class I  shares  are  available  for  purchase  only by the  following  Eligible
Purchasers:

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts Financial Services Company ("MFS"), the Fund's investment
     adviser, and employees of MFS' affiliates;

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any retirement  plan,  endowment or foundation  which (a) purchases  shares
     directly through MFD (rather than through a third party broker or dealer or
     other financial intermediary);  (b) has, at the time of purchase of Class I
     shares, aggregate assets of at least $100 million; and (c) invests at least
     $10  million in Class I shares of the Fund either  alone or in  combination
     with  investments  in Class I shares of other MFS funds  distributed by MFD
     (additional  investments may be made in any amount);  provided that MFD may
     accept  purchases  from smaller  plans,  endowments  or  foundations  or in
     smaller amounts if it believes, in its sole discretion,  that such entity's
     aggregate  assets  will equal or exceed $100  million,  or that such entity
     will make additional  investments  which will cause its total investment to
     equal or exceed $10 million, within a reasonable period of time;

(iv) bank trust  departments  which initially  invest,  on behalf of their trust
     clients,  at  least  $100,000  in Class I  shares  of the Fund  (additional
     investments  may be made  in any  amount);  provided  that  MFD may  accept
     smaller initial purchases if it believes, in its sole discretion,
<PAGE>

     that the bank trust department will make additional investments,  on behalf
     of its trust  clients,  which will cause its total  investment  to equal or
     exceed $100,000 within a reasonable period of time; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to time.

     In no event  will the Fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of Class I shares;  the  payment of any such sales  commission  or  compensation
would,  under the Fund's  policies,  disqualify  the  purchaser  as an  eligible
investor in Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four classes of shares of the Fund currently are offered for sale,  Class A
shares,  Class B shares,  Class C shares and Class I shares.  Class I shares are
available for purchase only by Eligible  Purchasers,  as defined above,  and are
described in this Supplement.  Class A shares, Class B shares and Class C shares
are  described in the Fund's  Prospectus  and are  available for purchase by the
general public.

     Class A shares are offered at net asset value plus an initial  sales charge
up to a maximum of 5.75% of the offering  price (or a contingent  deferred sales
charge (a "CDSC") of 1.00% upon redemption  during the first year in the case of
purchases of $1 million or more and certain purchases by retirement  plans), and
are  subject to an annual  distribution  fee and  service fee up to a maximum of
0.35% per  annum.  Class B shares  are  offered  at net asset  value  without an
initial sales charge but are subject to a CDSC upon  redemption  (declining from
4.00%  during the first  year to 0% after six years) and an annual  distribution
fee and service fee up to a maximum of 1.00% per annum;  Class B shares  convert
to Class A shares  approximately eight years after purchase.  Class C shares are
offered at net asset value  without an initial sales charge but are subject to a
1.00% CDSC upon redemption during the first year and an annual  distribution fee
and service  fee up to a maximum of 1.00% per annum.  Class I shares are offered
at net asset value  without an initial  sales charge or CDSC and are not subject
to a  distribution  or  service  fee.  Class C shares  and Class I shares do not
convert to any other class of shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may purchase Class I shares only directly through MFD.
Eligible  Purchasers  may exchange Class I shares of the Fund for Class I shares
of any other MFS Fund  available  for purchase by such  Eligible  Purchasers  at
their net asset value (if available for sale),  and may exchange  Class I shares
of the Fund for shares of the MFS Money Market Fund (if available for sale), and
may redeem Class I shares of the Fund at net asset value.  Distributions paid by
the Fund with  respect to Class I shares  generally  will be greater  than those
paid with respect to Class A shares,  Class B shares and Class C shares  because
expenses  attributable  to Class A  shares,  Class B shares  and  Class C shares
generally will be higher.

     Subject to termination  or revision at the sole  discretion of MFS, MFS has
agreed to bear the Fund's expenses such that the Fund's "Other  Expenses," which
are defined to include all Fund expenses except for management  fees, Rule 12b-1
fees, taxes,  extraordinary expenses,  brokerage and transaction costs and class
specific expenses, do not exceed 0.40% per annum of its average daily net assets
(the  "Maximum  Percentage").  The  obligation  of MFS to  bear  these  expenses
terminates  on the last day of the Fund's fiscal year in which the Fund's "Other
Expenses" are less than or equal to the Maximum Percentage. The payments made by
MFS on behalf of the Fund under this arrangement are subject to reimbursement by
the  Fund to MFS,  which  will be  accomplished  by the  payment  of an  expense
reimbursement  fee by the Fund to MFS  computed and paid monthly at a percentage
of its  average  daily net  assets  for its then  current  fiscal  year,  with a
limitation that immediately  after such payment the Fund's "Other Expenses" will
not exceed the Maximum Percentage. This expense reimbursement by the Fund to MFS
terminates  on the earlier of the date on which  payments made by the Fund equal
the prior payment of such reimbursable expenses by MFS or August 31, 2006.




  The date of this Supplement is January 1, 1998 (as revised October 1, 1998).


<PAGE>

                           MFS STRATEGIC GROWTH FUND

Supplement dated January 1, 1998 (as revised October 1, 1998) to the Prospectus
       and Statement of Additional Information of MFS Strategic Growth Fund 
                                 (the "Fund")


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1998 and contains a description of Class I shares.

     Class I shares are  available  for  purchase  only by certain  investors as
described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                     Class I
   Maximum Initial Sales Charge Imposed on Purchases of Fund
     Shares (as a percentage of offering price)...................      None
   Maximum Contingent Deferred Sales Charge (as a percentage
     of original purchase price or redemption proceeds, as 
     applicable)..................................................      None

Annual Operating Expenses of the Fund (as a percentage of average 
net assets):
   Management Fees................................................     0.75%
   Rule 12b-1 Fees................................................      None
   Other Expenses (after expense limitation)(1)(2)(3).............     0.50%
   Total Operating Expenses (after expense limitation)(3).........     1.25%
 ....................
(1)  "Other  Expenses" is based on Class A expenses  incurred  during the fiscal
     year ended August 31, 1997.
(2)  The Fund  has an  expense  offset  arrangement  which  reduces  the  Fund's
     custodian fee based upon the amount of cash maintained by the Fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Fund's  expenses).  Any such fee  reductions are not
     reflected under "Other Expenses."
(3)  The   Adviser  has  agreed  to  bear  the  Fund's   expenses,   subject  to
     reimbursement  by the Fund, such that "Other  Expenses" do not exceed 0.50%
     per annum of its average daily net assets  during the current  fiscal year.
     Otherwise,  "Other Expenses" and "Total Operating  Expenses" would be 0.76%
     and 1.51%, respectively. See "Other Information" below.

                              Example of Expenses

     An investor would pay the following  dollar amounts of expenses on a $1,000
investment  in Class I shares of the Fund,  assuming (a) a 5% annual  return and
(b) redemption at the end of each of the time periods indicated:

                           Period                 Class I
                 1 year......................       $13
                 3 years.....................        40

     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.  A  more  complete  description  of  the  Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

     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.

CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in accounting and auditing. The Fund's independent auditors are Ernst
& Young LLP.
<PAGE>


Financial Statements - Class I Shares

                                                                 Period Ended
                                                               August 31, 1997*

Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                $12.08
Income from investment operations#
    Net investment income lossss.                                    $(0.04)
    Net realized and unrealized gain on investments and
      foreign currency transactions                                    4.76
                                                                    --------
         Total from investment operations                            $ 4.72
                                                                     -------
Net asset value - end of period                                      $16.80
                                                                     -------
Total return                                                          39.24%++
Ratios (to average net assets)/Supplemental datass.:
    Expenses##                                                         0.94%+
    Net investment loss                                               (0.40)%+
Portfolio turnover                                                        82%
Average commission rate                                              $0.0527
Net assets at end of period (000 omitted)                            $13,462

*      For the period  from the  inception  of Class I shares,  January 2, 1997,
       through August 31, 1997.
+      Annualized.
++     Not Annualized.
#      Per share data are based on average shares outstanding.
##     The  Fund's  expenses  are  calculated  without  reduction  for fees paid
       indirectly.
ss.    Subject to reimbursement by the Fund, the Adviser  voluntarily  agreed to
       maintain expenses of the Fund, exclusive of management, distribution, and
       service fees, at not more than 0.50% of average daily net assets  reduced
       from 1.50%,  (based on operating  expenses)  effective April 14, 1997. To
       the extent  actual  expenses were  over/under  this  limitation,  the net
       investment income per share and the ratios would have been:

        Net investment loss                                          $ (0.06)
        Ratios (to average net assets):
           Expenses                                                     1.14%+
           Net investment loss                                         (0.60)%+

ELIGIBLE PURCHASERS

Class I  shares  are  available  for  purchase  only by the  following  Eligible
Purchasers:

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts Financial Services Company ("MFS"), the Fund's investment
     adviser, and employees of MFS' affiliates;

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any retirement  plan,  endowment or foundation  which (a) purchases  shares
     directly through MFD (rather than through a third party broker or dealer or
     other financial intermediary);  (b) has, at the time of purchase of Class I
     shares, aggregate assets of at least $100 million; and (c) invests at least
     $10  million in Class I shares of the Fund either  alone or in  combination
     with  investments  in Class I shares of other MFS funds  distributed by MFD
     (additional  investments may be made in any amount);  provided that MFD may
     accept  purchases  from smaller  plans,  endowments  or  foundations  or in
     smaller amounts if it believes, in its sole discretion,  that such entity's
     aggregate  assets  will equal or exceed $100  million,  or that such entity
     will make additional  investments  which will cause its total investment to
     equal or exceed $10 million, within a reasonable period of time;

(iv) bank trust  departments  which initially  invest,  on behalf of their trust
     clients,  at  least  $100,000  in Class I  shares  of the Fund  (additional
     investments  may be made  in any  amount);  provided  that  MFD may  accept
     smaller initial purchases if it believes, in its sole discretion,  
<PAGE>

     that the bank trust department will make additional investments,  on behalf
     of its trust  clients,  which will cause its total  investment  to equal or
     exceed $100,000 within a reasonable period of time; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to time.

     In no event  will the Fund,  MFS,  MFD or any of their  affiliates  pay any
sales commissions or compensation to any third party in connection with the sale
of Class I shares;  the  payment of any such sales  commission  or  compensation
would,  under the Fund's  policies,  disqualify  the  purchaser  as an  eligible
investor in Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four classes of shares of the Fund currently are offered for sale,  Class A
shares,  Class B shares,  Class C shares and Class I shares.  Class I shares are
available for purchase only by Eligible  Purchasers,  as defined above,  and are
described in this Supplement.  Class A shares, Class B shares and Class C shares
are  described in the Fund's  Prospectus  and are  available for purchase by the
general public.

     Class A shares are offered at net asset value plus an initial  sales charge
up to a maximum of 5.75% of the offering  price (or a contingent  deferred sales
charge (a "CDSC") of 1.00% upon redemption  during the first year in the case of
purchases of $1 million or more and certain purchases by retirement  plans), and
are  subject to an annual  distribution  fee and  service fee up to a maximum of
0.35% per  annum.  Class B shares  are  offered  at net asset  value  without an
initial sales charge but are subject to a CDSC upon  redemption  (declining from
4.00%  during the first  year to 0% after six years) and an annual  distribution
fee and service fee up to a maximum of 1.00% per annum;  Class B shares  convert
to Class A shares  approximately eight years after purchase.  Class C shares are
offered at net asset value  without an initial sales charge but are subject to a
1.00% CDSC upon redemption during the first year and an annual  distribution fee
and service  fee up to a maximum of 1.00% per annum.  Class I shares are offered
at net asset value  without an initial  sales charge or CDSC and are not subject
to a  distribution  or  service  fee.  Class C shares  and Class I shares do not
convert to any other class of shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may purchase Class I shares only directly through MFD.
Eligible  Purchasers  may exchange Class I shares of the Fund for Class I shares
of any other MFS Fund  available  for purchase by such  Eligible  Purchasers  at
their net asset value (if available for sale),  and may exchange  Class I shares
of the Fund for shares of the MFS Money Market Fund (if available for sale), and
may redeem Class I shares of the Fund at net asset value.  Distributions paid by
the Fund with  respect to Class I shares  generally  will be greater  than those
paid with respect to Class A shares,  Class B shares and Class C shares  because
expenses  attributable  to Class A  shares,  Class B shares  and  Class C shares
generally will be higher.

     Subject to termination  or revision at the sole  discretion of MFS, MFS has
agreed to bear the Fund's expenses such that the Fund's "Other  Expenses," which
are defined to include all Fund expenses except for management fees, Rule 12-b-1
fees, taxes, extraordinary expenses,  brokerage and transactions costs and class
specific expenses, do not exceed 0.50% per annum of its average daily net assets
(the  "Maximum  Percentage").  The  obligation  of MFS to  bear  these  expenses
terminates  on the last day of the Fund's fiscal year in which the Fund's "Other
Expenses" are less than or equal to the Maximum Percentage. The payments made by
MFS on behalf of the Fund under this arrangement are subject to reimbursement by
the  Fund to MFS,  which  will be  accomplished  by the  payment  of an  expense
reimbursement  fee by the Fund to MFS  computed and paid monthly at a percentage
of its  average  daily net  assets  for its then  current  fiscal  year,  with a
limitation that immediately  after such payment the Fund's "Other Expenses" will
not exceed the Maximum Percentage. This expense reimbursement by the Fund to MFS
terminates  on the earlier of the date on which  payments made by the Fund equal
the prior payment of such reimbursable expenses by MFS or April 10, 2000.


  The date of this Supplement is January 1, 1998 (as revised October 1, 1998).



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