MFS SERIES TRUST II
497, 1999-09-28
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                           MFS(R) EMERGING GROWTH FUND

           Supplement dated April 1, 1999 (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 April 1, 1999. 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 intended to indicate some of
the risks of investing in the fund by showing changes in the fund's  performance
over time. The table is supplemented as follows:

     Average Annual Total Returns as of December 31, 1998

                                                  1 Year     5 Year     10 Year
                                                  ------     ------     -------
     Class I shares                               24.82%     20.14%     23.19%
     Standard & Poor's 500 Composite Index**++    28.58%     24.06%     19.21%
     Russell 2000 Total Return Index***++         (2.55)%    11.86%     12.94%
     Average mid-cap fund+                        12.16%     14.87%     15.35%
- -----------------
+    Source: Lipper Analytical Services, Inc.
++   Source: CDA/Wiesenberger
**   The Standard & Poor's 500 Composite  Index is a broad based unmanaged index
     of common stock total return performance.
***  The  Russell  2000 Total  Return  Index is a broad  based  unmanaged  index
     comprised of 2,000 of the smallest U.S. domiciled company common stocks (on
     the basis of  capitalization)  that are traded in the United  States on the
     NYSE, AMEX and NASDAQ.

     The fund  commenced  investment  operations  on December  29, 1986 with the
offering of class B shares,  and subsequently  offered class I shares on January
2, 1997. Class I share performance  includes the performance of the fund's class
B shares for periods prior to the offering of class I shares. This blended class
I share performance has been adjusted to take into account the fact that class I
shares have no CDSC. This blended performance has not been adjusted to take into
account  differences  in  class  specific  operating  expenses.  Class  I  share
performance  generally would have been higher than class B share performance had
class I shares been offered for the entire  period,  because  certain  operating
expenses (e.g.,  distribution  and service fees)  attributable to class B shares
are higher than those of class I shares.

2.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
may pay  when  you buy,  redeem  and  hold  shares  of the  fund.  The  table is
supplemented as follows:

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

      Management Fees.......................................        0.69%
      Distribution and Service (12b-1) Fees.................        0.00%
      Other Expenses(1).....................................        0.22%
                                                                    -----
      Total Annual Fund Operating Expenses..................        0.91%
- -----------------
(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

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<PAGE>

     expenses.   "Other  Expenses"  do  not  take  into  account  these  expense
     reductions, and therefore do not represent the actual expenses of the fund.

     Example of Expenses.  The  "Example of Expenses"  table is intended to help
you  compare the cost of  investing  in the fund with the cost of  investing  in
other mutual funds. The table is supplemented as follows:

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

          Class I shares      $93        $290           $504          $1,120

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.

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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 intended to help you  understand the
fund's financial performance. It is supplemented as follows:

     Financial Highlights - Class I Shares
<TABLE>
<CAPTION>
     <S>                                                                             <C>                  <C>
     Year Ended November 30,                                                         1998                 1997**
                                                                                     ----                 ----
Per share data (for a share outstanding throughout the period):
Net asset value - beginning of period                                              $  37.62             $  29.98
                                                                                   --------             --------
Income from investment operations# --
     Net investment loss                                                           $  (0.24)            $  (0.23)
     Net realized and unrealized gain on investments and foreign
       currency transactions                                                           3.80                 7.87
                                                                                   --------             --------
           Total from investment operations                                        $   3.56             $   7.64
                                                                                   --------             --------
Less distributions declared to shareholders from net
     realized investment gain on investments                                       $  (0.42)            $    --
                                                                                   ---------            -----------
Net asset value - end of period                                                    $  40.76             $  37.62
                                                                                   --------             --------
Total return                                                                           9.67%               25.48%++
Ratios (to average net assets)/Supplemental data:
     Expenses##                                                                        0.91%                0.97%+
     Net investment loss                                                              (0.62)%              (0.74)%
Portfolio turnover                                                                       15%                  21%
Net assets at end of period (000 omitted)                                           $51,537              $47,240
</TABLE>

- -----------------
**   For the period  from the  inception  of Class I,  January 2, 1997,  through
     November 30, 1997.
+    Annualized.
++   Not annualized.
#    Per share data are based on average shares outstanding.
##   The Fund has an  expenses  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.










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

                                       3
<PAGE>

                           MFS(R) CHARTER INCOME FUND

           Supplement dated April 1, 1999 (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 April 1, 1999. 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.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
may pay  when  you buy,  redeem  and  hold  shares  of the  fund.  The  table is
supplemented as follows:

<TABLE>
<CAPTION>
     <S>                                                                                 <C>
     Shareholder Transaction Expenses:                                                   Class I
                                                                                         -------
       Maximum Sales Charge (Load) Imposed on Purchases
         (as a percentage of offering price)..................................              None
       Maximum Deferred Sales Charge (as a percentage
         of original purchase price or redemption proceeds,
         whichever is less)...................................................              None

     Annual Fund Operating Expenses (expenses that are deducted from fund assets)
       Management Fees........................................................              0.90%
       Distribution and Service (12b-1) Fees..................................              None
       Other Expenses(1)......................................................              1.85%
                                                                                            ----
       Total Annual Fund Operating Expenses...................................              2.75%
</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.  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.

     Example of Expenses.  The  "Example of Expenses"  table is intended to help
you  compare the cost of  investing  in the fund with the cost of  investing  in
other mutual funds. The table is supplemented as follows:

                      Share Class        Year 1             Year 3
                      -----------        ------             ------

                      Class I shares     $278               $853

2.   DESCRIPTION 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;

                                       1
<PAGE>

     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.

3.   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.



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

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