MFS SERIES TRUST II
497, 2000-07-21
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                           MFS(R) EMERGING GROWTH FUND

             Supplement dated April 1, 2000 as revised July 21, 2000
                           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, 2000. 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, 1999:


                                                   1 Year   5 Year   10 Year
                                                   ------   ------   -------
     Class I shares                                50.56%   29.37%   25.31%
     Standard & Poor's 500 Composite Index**+      21.04%   28.56%   18.21%
     Russell 2000 Total Return Index***+           21.26%   16.69%   13.40%
     Average multi-cap growth fund++               52.30%   28.55%   19.17%
-----------------------------------

+    Source: Standard & Poor's Micropal, Inc.

++   Source: Lipper Inc.

**   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.  Because  operating
expenses  of class I shares are lower than those of class B shares,  the blended
class I share  performance is lower than the performance of class I shares would
have been had class I shares been offered for the entire period.


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                                               0.68%
      Distribution and Service (12b-1) Fees.......................  0.00%
      Other Expenses(1)                                             0.20%
                                                                    -----
      Total Annual Fund Operating Expenses........................  0.88%
-----------------------------------

(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
<PAGE>

       account these expense  reductions.  Had these expense  reductions been
       taken into account,  "Total Annual Fund Operating  Expenses"  would be
       0.87% for class I.

         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           $90         $281        $488        $1,084

3.   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;

     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:

               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.


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.




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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>                <C>
                                                                          Year Ended       Year Ended         Period Ended
                                                                           11/30/99         11/30/98           11/30/97*
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                                       $ 40.76          $ 37.62             $ 29.98
                                                                            -------          -------             -------
Income from investment operations# --
    Net investment loss                                                    $  (0.32)         $ (0.24)            $ (0.23)
    Net realized and unrealized gain on investments
      and foreign currency                                                    15.42             3.80                7.87
                                                                           --------         --------            --------
        Total from investment operations                                    $ 15.10         $   3.56            $   7.64
                                                                            -------         --------            --------
Less distributions declared to shareholders from net
    realized gains on investments and foreign currency transactions        $  (0.41)         $ (0.42)           $    --
                                                                           ---------         --------           -------
Net asset value - end of period                                             $ 55.45          $ 40.76             $ 37.62
                                                                            -------          -------             -------
Total return                                                                  37.38%            9.67%              25.48%++
Ratios (to average net assets)/Supplemental data:
    Expenses##                                                                 0.88%            0.91%               0.97%+
    Net investment loss                                                       (0.68)%          (0.62)%             (0.74)%+
Portfolio turnover                                                              16%                15%                21%
Net assets at end of period (000 omitted)                                   $102,188           $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.  ## Ratios do not  reflect  expense
     reductions from directed brokerage and certain expense offset arrangements.


     The date of this Supplement is April 1, 2000 as revised July 21, 2000.




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