MFS SERIES TRUST II
497, 1996-02-28
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                          MFS INTERMEDIATE INCOME FUND
                                  (THE "FUND")

                   Supplement to the April 1, 1995 Prospectus


The  description  of portfolio  manager(s) on page 15 of the Prospectus has been
deleted and replaced in its entirety by the following:

         "Steven E. Nothern,  a Senior Vice  President of the Adviser,  has been
         employed as a portfolio  manager by the Adviser since 1989 and has been
         one of the Fund's portfolio managers since 1992.  Christopher D. Piros,
         a Vice President of the Adviser,  has been employed by the Adviser as a
         portfolio  manager since 1992 and has been one of the Fund's  portfolio
         managers since January 31, 1996."


                The date of this Supplement is February 8, 1996.


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