MFS SERIES TRUST I
497, 1999-09-28
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<PAGE>
                          MFS(R) STRATEGIC GROWTH FUND

         Supplement dated November 17, 1998 (as revised October 1, 1999)
                           to the Current Prospectus

     This  Supplement  describes the fund's class I shares,  and it  supplements
certain  information  in the fund's  Prospectus  dated  November 17,  1998.  The
caption  headings used in this Supplement  correspond with the caption  headings
used in the Prospectus.

     You may purchase  class I shares only if you are an eligible  institutional
investor, as described under the caption "Description of Share Classes" below.

1.   RISK RETURN SUMMARY

     Performance Table.  The "Performance Table" is supplemented as follows:

     Average Annual Total Returns as of December 31, 1997

                                                  1 Year      Life*
                                                 -------     ------
     Class I shares                              52.18%      46.38%
     Standard & Poor's 500 Composite Index**+    33.36%      28.10%
- -----------------
*    For the period from the commencement of the Fund's investment operations on
     January 2, 1996, through December 31, 1997.
**   The  Standard  & Poor's  500  Composite  Index  is a market  capitalization
     weighted price index composed of 500 widely held companies.
+    Source: CDA/Wisenberger

     The fund  initially  offered  class A shares on January 2, 1996 and class I
shares on January 2, 1997. Class I share performance includes the performance of
the fund's  class A shares for periods  prior to the offering of class I shares.
Class I share  performance  generally  would have been higher than class A share
performance  had class I shares  been  offered  for the entire  period,  because
operating expenses (e.g., distribution and service fees) attributable to class I
shares  are lower than those of class A shares.  Class I share  performance  has
been  adjusted to take into account the fact that class I shares have no initial
sales charge.

2.   EXPENSE SUMMARY

     Expense Table.  The "Expense Table" is supplemented as follows:

     Annual Fund Operating Expenses (expenses that are deducted from fund
assets)

     Management Fees.........................................       0.75%
     Distribution and Service (12b-1) Fees...................       0.00%
     Other Expenses(1).......................................       0.33%
                                                                    -----
     Total Annual Fund Operating Expenses....................       1.08%
- -----------------
(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. The fund may enter into other
     similar arrangements and directed brokerage arrangements, which would also
     have the effect of reducing the fund's  expenses.  "Other Expenses" do not
     take into account these expense reductions, and therefore do not represent
     the actual expenses of the fund.


                                       1
<PAGE>
     Example of Expenses. The "Example of Expenses" table is supplemented as
follows:

            Share Class     Year 1      Year 3       Year 5     Year 10
            -----------     ------      ------       ------     -------

          Class I shares     $110        $343         $595       $1,317

3.   DESCRIPTIONS OF SHARE CLASSES

     The "Description of Share Classes" is supplemented as follows:

     If you are an eligible institutional investor (as described below), you may
purchase  class I shares at net asset value  without an initial  sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.

     The following eligible institutional investors may purchase class I shares:

     o    certain  retirement plans  established for the benefit of employees of
          MFS and employees of MFS' affiliates;

     o    any  fund  distributed  by MFS,  if the  fund  seeks  to  achieve  its
          investment  objective by investing primarily in shares of the fund and
          other MFS funds;

     o    any retirement plan, endowment or foundation which:

               purchases  shares  directly  through MFD (rather  than  through a
               third party broker or dealer or other financial adviser);

               has, at the time of purchase of class I shares,  aggregate assets
               of at least $100 million; and

               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  (additional  investments  may be  made  in any
               amount).

          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;

     o    bank trust  departments  or law firms acting as trustee or manager for
          trust accounts which, on behalf of their clients (i) initially  invest
          at least  $100,000 in class I shares of the fund or (ii) have,  at the
          time of purchase of class I shares,  aggregate  assets of at least $10
          million  invested  in class I shares  of the fund  either  alone or in
          combination with investments in class I shares of other MFS Funds. MFD
          may  accept  purchases  that do not meet  these  dollar  qualification
          requirements  if it  believes,  in its  sole  discretion,  that  these
          requirements   will  be  met  within  a  reasonable  period  of  time.
          Additional investments may be made in any amount; and

     o    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.



                                       2
<PAGE>

4.   HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

     The  discussion  of  "How to  Purchase,  Exchange  and  Redeem  Shares"  is
supplemented as follows:

     You may purchase,  redeem and exchange class I shares only through your MFD
representative  or by contacting  MFSC (see the back cover of the Prospectus for
address  and phone  number).  You may  exchange  your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.

5.   FINANCIAL HIGHLIGHTS

     The "Financial Highlights" table is supplemented as follows:

Financial Statements - Class I Shares
<TABLE>
<CAPTION>
<S>                                                                           <C>                       <C>
                                                                                 Year Ended               Period Ended
                                                                              August 31, 1998           August 31, 1997*
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                              $16.80                   $12.08
                                                                                   ------                   ------
Income from Investment Operations# -
    Net investment income lossss.                                                  $(0.08)                  $(0.04)
    Net  realized  and  unrealized   gain  on  investments  and  foreign
    currency transactions                                                            2.31                     4.76
                                                                                   ------                   ------
    Total from investment operations                                               $ 2.23                   $ 4.72
                                                                                   ------                   ------
Less  distributions  declared to shareholders  from net realized gain on
     investments and foreign currency transactions                                 $(0.18)                     --
Net asset value - end of period                                                    $18.85                   $16.80
                                                                                   ======                   ======
Total return                                                                        13.32%                   39.24%++
Ratios (to average net assets)/Supplemental datass. -
Expenses##                                                                           1.08%                    0.94%+
Net investment loss                                                                 (0.37)%                  (0.40)%+
Portfolio turnover                                                                     56%                     82%
Net assets at end of period (000 omitted)                                         $18,335                  $13,462
</TABLE>
- -----------------
*    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  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. The fund's expenses are calculated
     without reduction for this expense offset arrangement.
ss.  Subject to  reimbursement  by the Fund, the Adviser  voluntarily  agreed to
     maintain  expenses of the fund,  exclusive of management  fees, at not more
     than 0.50% per annum of average daily net effective  April 14, 1997 through
     August 31,  1997.  To the  extent  actual  expenses  were  over/under  this
     limitation,  the net investment  income per share and the ratios would have
     been:

<TABLE>
<CAPTION>
     <S>                                                                             <C>                    <C>
     Net investment loss                                                             $-                     $(0.06)
     Ratios (to average net assets):
     Expenses                                                                         -                      1.14%+
     Net Investment loss                                                              -                     (0.60)%+
</TABLE>

 The date of this Supplement is November 17, 1998 (as revised October 1, 1999).

                                       3
<PAGE>

                       MFS RESEARCH GROWTH AND INCOME FUND

          Supplement  dated  January  1,  1999  (as  revised  October  1,  1999)
               Prospectus and Statement of Additional Information


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1999, 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

<TABLE>
<CAPTION>
<S>                                                                                              <C>
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).............................................       0.39%
                                                                                                 ----
   Total Operating Expenses (after fee reduction).........................................       1.04%
</TABLE>
- -----------------

(1)  "Other  Expenses" is based on Class A expenses  incurred  during the fiscal
     period ended August 31, 1998.

(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."

                              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.............................                  $ 11
        3 years............................                    33
        5 years............................                    57
        10 years...........................                   127

     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

                                       1
<PAGE>


     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
<TABLE>
<CAPTION>
<S>                                                                      <C>                    <C>
                                                                         Year Ended             Period Ended
                                                                        August 31, 1998        August 31, 1997**

Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                    $    14.16               $   12.01
                                                                         ----------               ---------
Income from investment operations# -
    Net investment incomess.                                             $     0.13               $     0.08
    Net realized and unrealized gain on investments and
       foreign currency transactions                                           0.78                     2.11
                                                                         ----------               ----------
         Total from investment operations                                $     0.91               $    2.19
                                                                         ----------               ---------
Less distributions declared  to shareholders -
    From net investment income                                           $    (0.03)              $   (0.02)
    From net realized gain on investments                                     (0.57)                   --
    In excess of net investment income                                          --                    (0.02)
                                                                         ----------               ---------
      Total distributions declared to shareholders                       $    (0.60)              $   (0.04)
                                                                         -----------              ---------
Net asset value - end of period                                          $    14.47               $   14.16
                                                                         ----------               ---------
Total return                                                                   6.62%               19.01%++
Ratios (to average net assets)/Supplemental datass.:
    Expenses                                                                   1.05%##               1.18%+
    Net investment income                                                      0.80%                 0.87%+
Portfolio turnover                                                              101%                   106%
Net assets at end of period (000 omitted)                                     $1,011                  $825
</TABLE>
- -----------------
**   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.  For the period ended August 31, 1997, subject to reimbursement by the Fund,
     the investment adviser voluntarily agreed to maintain the other expenses of
     the Fund,  exclusive of management  fees, at not more than 0.60% of average
     daily net  assets.  To the extent  actual  expenses  were  over/under  this
     limitation,  the net investment  income per share and the ratios would have
     been:
<TABLE>
<CAPTION>
        <S>                                                                <C>                    <C>
        Net investment income                                              --                     $ 0.08
        Ratios (to average net assets):
           Expenses##                                                      --                       1.22%+
           Net investment income                                           --                       0.83%+
</TABLE>

                              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

                                       2
<PAGE>

     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,  on behalf of their clients (i) initially  invest at least
     $100,000  in  class I  shares  of the  fund or (ii)  have,  at the  time of
     purchase  of class I  shares,  aggregate  assets  of at least  $10  million
     invested in class I shares of the fund either alone or in combination  with
     investments in class I shares of other MFS Funds.  MFD may accept purchases
     that do not meet these dollar qualification requirements if it believes, in
     its  sole  discretion,  that  these  requirements  will  be  met  within  a
     reasonable  period  of  time.  Additional  investments  may be  made in any
     amount; 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.

  The date of this Supplement is January 1, 1999 (as revised October 1, 1999).


                                       3
<PAGE>

                             MFS EQUITY INCOME FUND

      Supplement to the Prospectus and Statement of Additional Information dated
               January 1, 1999 (as revised October 1, 1999)

     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1999, 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
<TABLE>
<CAPTION>
<S>                                                                                              <C>
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%
</TABLE>
- -----------------
(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 1.15%
     and 1.75%, 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
             5 years..........................                55
             10 years.........................               122

     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.


                                       1
<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
<TABLE>
<CAPTION>
<S>                                                                  <C>                       <C>
                                                                     PERIOD ENDED                PERIOD ENDED
                                                                   AUGUST 31, 1998             AUGUST 31, 1997*
                                                                   ---------------             ----------------

Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                 $ 14.81                       $ 12.20
                                                                      -------                       -------
Income from investment operations# -
     Net investment incomess.                                         $  0.24                       $  0.15
     Net realized and unrealized gain on investments
         and foreign currency###                                         1.09                          2.46
                                                                      -------                       -------
              Total from investment operations                        $  1.33                       $  2.61
                                                                      -------                       -------
Less distributions declared to shareholders -
     From net investment income                                       $ (0.21)                      $   --
     From net realized gain on investments and
         foreign currency transactions                                  (1.71)                          --
                                                                      --------                      -------
              Total distributions declared to shareholders            $ (1.92)                      $   --
                                                                      --------                      -------
Net asset value - end of period                                        $14.22                        $14.81
                                                                      -------                       -------
Total return                                                             9.83%                        21.39%++
Ratios (to average net assets)/Supplemental datass.:
     Expenses                                                            1.18%                         1.50%+
     Net investment income                                               1.57%                         1.51%+
Portfolio turnover                                                        89%                          118%
Net assets at end of period (000 omitted)                                $999                           $964
</TABLE>
- -----------------
*    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.
###  The per  share  amount  is not in  accordance  with  the net  realized  and
     unrealized  gain (loss) for the year ended  August 31, 1998  because of the
     timing of sales of Fund  shares  and the amount of per share  realized  and
     unrealized gains and losses at such time. ss.  Effective  November 1, 1997,
     subject to  reimbursement by the Fund, the investment  adviser  voluntarily
     agreed to maintain  the  expenses  of the Fund,  exclusive  of  management,
     distribution  and service fees, at not more than 0.40% of average daily net
     assets.  Prior to November 1, 1997,  subject to  reimbursement by the Fund,
     the investment  adviser  voluntarily agreed to maintain the expenses of the
     Fund, exclusive of management,  distribution, and service fees, at not more
     than 1.50% of average daily net assets.  To the extent actual expenses were
     over these limitations,  the net investment income per share and the ratios
     would have been:
<TABLE>
<CAPTION>
         <S>                                                             <C>                  <C>
         Net investment income                                           $ 0.12               $0.03
         Ratios (to average net assets):
              Expenses##                                                   1.93%               2.67%+
              Net investment income                                        0.82%               0.35%+
</TABLE>


                                       2
<PAGE>
                              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 or law firms acting as trustee or manager for trust
     accounts  which,  on behalf of their clients (i) initially  invest at least
     $100,000  in  class I  shares  of the  fund or (ii)  have,  at the  time of
     purchase  of class I  shares,  aggregate  assets  of at least  $10  million
     invested in class I shares of the fund either alone or in combination  with
     investments in class I shares of other MFS Funds.  MFD may accept purchases
     that do not meet these dollar qualification requirements if it believes, in
     its  sole  discretion,  that  these  requirements  will  be  met  within  a
     reasonable  period  of  time.  Additional  investments  may be  made in any
     amount; 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.




                                       3
<PAGE>
                               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.



















  The date of this Supplement is January 1, 1999 (as revised October 1, 1999).

                                       4
<PAGE>


                             MFS NEW DISCOVERY FUND

      Supplement to the Prospectus and Statement of Additional Information dated
               January 1, 1999 (as revised October 1, 1999)


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1999, 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

<TABLE>
<CAPTION>
<S>                                                                                              <C>
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%
</TABLE>
- -----------------
(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 0.38%
     and 1.28%, 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
          5 years.......................................          63
          10 years......................................         140

     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.

                                       1
<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
<TABLE>
<CAPTION>
<S>                                                                     <C>                   <C>
                                                                        YEAR ENDED              PERIOD ENDED
                                                                     AUGUST 31, 1998          AUGUST 31, 1997*
                                                                     ---------------          ----------------

Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                  $  13.08                  $ 10.00
                                                                       --------                  -------
Income from investment operations# -
     Net investment income (loss)ss.                                   $  (0.03)                 $  1.01
     Net realized and unrealized gain (loss) on investments
         and foreign currency transactions                                (0.40)                    2.07
                                                                       ---------                 -------
             Total from investment operations                          $  (0.43)                 $  3.08
                                                                       ---------                 -------
Less distributions declared to shareholders -
     From net investment income                                        $  (0.72)                 $   --
     From net realized gain on investments and foreign
         currency transactions                                            (1.23)                     --
                                                                       ---------                 --------
             Total distributions declared to shareholders              $  (1.95)                 $   --
                                                                       ---------                 --------
Net asset value - end of period                                        $  10.70                  $ 13.08
                                                                       ---------                 -------
Total return                                                              (4.50)%                  30.80%++
Ratios (to average net assets)/Supplemental datass.:
     Expenses                                                              1.15%###                 1.50%+
     Net investment income (loss)                                         (0.21)%                  12.65%+
Portfolio turnover                                                         196%                       887%
Net assets at end of period (000 omitted)                                 $3,321                    $1,494
</TABLE>
- -----------------
*    For the period from the commencement of the Fund's  investment  operations,
     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 Fund's  expenses  without  reduction for fees paid  indirectly  for the
     period ended August 31, 1998 would have been 1.18%.
ss.  The investment  adviser  voluntarily agreed to maintain the expenses of the
     Fund,  excluding  management,  distribution,  and service fees, at not more
     than 0.25% of average daily net assets effective November 1, 1997. Prior to
     November 1, 1997, the investment advisor voluntarily agreed to maintain the
     other  expenses  of the Fund at not more than 1.50% of the  Fund's  average
     daily net  assets,  and the  investment  adviser  did not impose any of its
     fees.  If these  fees had not been  waived  and  actual  expenses  had been
     over/under this limitation,  the net investment income (loss) per share and
     the ratios would have been:
<TABLE>
<CAPTION>
     <S>                                                                   <C>                <C>
     Net investment income (loss)                                          $(0.03)           $ 0.92
     Ratios (to average net assets):
         Expenses##                                                          1.28%             2.52%+
         Net investment income (loss)                                       (0.31)%           11.63%+
</TABLE>

                                       2
<PAGE>

                              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 or law firms acting as trustee or manager for trust
     accounts  which,  on behalf of their clients (i) initially  invest at least
     $100,000  in  class I  shares  of the  fund or (ii)  have,  at the  time of
     purchase  of class I  shares,  aggregate  assets  of at least  $10  million
     invested in class I shares of the fund either alone or in combination  with
     investments in class I shares of other MFS Funds.  MFD may accept purchases
     that do not meet these dollar qualification requirements if it believes, in
     its  sole  discretion,  that  these  requirements  will  be  met  within  a
     reasonable  period  of  time.  Additional  investments  may be  made in any
     amount; 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.

                                       3
<PAGE>

                               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.


  The date of this Supplement is January 1, 1999 (as revised October 1, 1999).


                                       4
<PAGE>


                         MFS RESEARCH INTERNATIONAL FUND

      Supplement to the Prospectus and Statement of Additional Information dated
               January 1, 1999 (as revised October 1, 1999)


     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"),  also dated January
1, 1999, 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
<TABLE>
<CAPTION>
<S>                                                                                              <C>
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%
</TABLE>
- -----------------
(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 2.35%
     and 3.35%, 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
              5 years.......................................          77
              10 years......................................         168

     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.

                                       1
<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
<TABLE>
<CAPTION>
<S>                                                                 <C>                    <C>
                                                                    PERIOD ENDED           PERIOD ENDED
                                                                  AUGUST 31, 1998       AUGUST 31, 1997*

Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                $  10.95               $ 10.00
                                                                     --------               -------
Income from investment operations# -
     Net investment income**                                         $   0.06               $  0.07
     Net realized and unrealized gain on investments
         and foreign currency transactions###                            0.34                  0.88
                                                                     --------               -------
              Total from investment operations                       $   0.40               $  0.95
                                                                     --------               -------
Less distributions declared to shareholders -
     From net investment income                                      $  (0.05)              $   --
     From net realized gain on investments and
         foreign currency transactions                                  (1.04)              $   --
                                                                     ---------              -------
              Total distributions declared to shareholders           $  (1.09)              $   --
                                                                     ---------              -------
Net asset value - end of period                                      $  10.26               $ 10.95
                                                                     --------               -------
Total return                                                             4.13%                 9.60%^^
Ratios (to average net assets)/Supplemental data**:
     Expenses##                                                          1.40%                 1.68%^
     Net investment income                                               0.53%                 0.85%^
Portfolio turnover                                                         89%                  137%
Net assets at end of period (000 omitted)                                $1,199                $1,022
</TABLE>
- -----------------
*    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.
###  The per  share  amount  is not in  accordance  with  the net  realized  and
     unrealized  loss for the  period  because  of the  timing  of sales of Fund
     shares and the amount of per share realized and unrealized gains and losses
     at such time.
**   For the year ended  August 31, 1998,  the  investment  adviser,  subject to
     reimbursement  by the  Fund,  voluntarily  agreed  to  maintain  the  other
     expenses of the Fund,  exclusive of management,  distribution,  and service
     fees,  at not more than 0.40% of average  daily net assets.  For the period
     ended  August  31,  1997,  the  investment  adviser  voluntarily  agreed to
     maintain  the  other  expenses  of the Fund at not more  than  1.75% of the
     Fund's  average daily net assets.  The investment  adviser and  shareholder
     servicing  agent did not  impose  any of their  fees for the  period  ended
     August 31, 1997. If these fees had not been waived and actual  expenses had
     been over/under this limitation,  the net investment loss per share and the
     ratios would have been:
<TABLE>
<CAPTION>
     <S>                                                               <C>                    <C>
     Net investment loss                                               $(0.15)                $   --
     Ratios (to average net assets):
         Expenses##                                                      3.55%                  2.81%^
         Net investment loss                                            (1.61)%                (0.28)%^
</TABLE>

                                       2
<PAGE>

                              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 or law firms acting as trustee or manager for trust
     accounts  which,  on behalf of their clients (i) initially  invest at least
     $100,000  in  class I  shares  of the  fund or (ii)  have,  at the  time of
     purchase  of class I  shares,  aggregate  assets  of at least  $10  million
     invested in class I shares of the fund either alone or in combination  with
     investments in class I shares of other MFS Funds.  MFD may accept purchases
     that do not meet these dollar qualification requirements if it believes, in
     its  sole  discretion,  that  these  requirements  will  be  met  within  a
     reasonable  period  of  time.  Additional  investments  may be  made in any
     amount; 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.


                                       3
<PAGE>

                               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.



  The date of this Supplement is January 1, 1999 (as revised October 1, 1999).



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