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MASSACHUSETTS FINANCIAL SERVICES COMPANY
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116-3741
(617) 954-5000
April 3, 2000
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: MFS(R)Series Trust II (the "Trust") (File Nos. 33-7637 and
811-4775) of behalf of:
MFS(R) Emerging Growth Fund ("MEG")
MFS(R) Large Cap Growth Fund ("MCG")
MFS(R) Intermediate Income Fund ("MII")
MFS(R) Charter Income Fund ("CIF")
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended,
please accept this letter on behalf of the Trust as certification that the
Prospectuses and Statements of Additional Information for the Trust do not
differ from those contained in Post-Effective Amendment No. 29 (the "Amendment")
to the Trust's Registration Statement on Form N-1A. The Amendment was filed
electronically on March 29, 2000 for MEG, MCG, MII and CIF.
Please call the undersigned or Claudia Murphy at (617) 954-5406 or
(800) 343-2829 with any questions you may have.
Very truly yours,
HEATHER R. GIROLAMO
Heather R. Girolamo
Associate Counsel
HRG/bjn
