MFS SERIES TRUST II
497, 1999-03-08
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                           MFS(R) EMERGING GROWTH FUND

                      Supplement to the Current Prospectus


The  description  of  portfolio  manager  under  the  "Management  of the Fund -
Investment Adviser" section is hereby restated as follows:

          John W. Ballen,  President and Chief Investment Officer of MFS, is the
          portfolio  manager  of the Fund.  Mr.  Ballen  has been the  portfolio
          manager of the Fund since the fund's inception in 1986.































                  The date of this Supplement is March 5, 1999.

<PAGE>

                         MFS(R) LARGE CAP GROWTH FUND

                      Supplement to the Current Prospectus


The  description  of  portfolio  manager  under  the  "Management  of the Fund -
Investment Adviser" section is hereby restated as follows:

          John E.  Lathrop,  a Vice  President of the Adviser,  is the portfolio
          manager of the Fund.  Mr.  Lathrop  has been  employed  as a portfolio
          manager  by  the  Adviser  since  1994.  Mr.  Lathrop  is a  Chartered
          Financial Analyst.































                  The date of this Supplement is March 5, 1999.



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