MFS SERIES TRUST VIII
N-30D, 1995-07-06
Previous: QUEST FOR VALUE FAMILY OF FUNDS, 497, 1995-07-06
Next: EMCON, 10-Q/A, 1995-07-06



<PAGE>
[LOGO: M F S                                            SEMIANNUAL REPORT
 THE FIRST NAME IN MUTUAL FUNDS]                           APRIL 30, 1995
                                                        Updated 6-19-95

MFS(R) WORLD GROWTH FUND

[GRAPHIC OMITTED: photo of window with 2 people talking]
<PAGE>

MFS(R) WORLD GROWTH FUND
<TABLE>
<S>                                                           <C>
TRUSTEES                                                      CUSTODIAN
A. Keith Brodkin* - Chairman and President                    State Street Bank and Trust Company

Richard B. Bailey* - Private Investor;                        AUDITORS
Former Chairman and Director (until 1991),                    Deloitte & Touche LLP
Massachusetts Financial Services Company
                                                              INVESTOR INFORMATION
Marshall N. Cohan - Private Investor                          For MFS stock and bond market outlooks,
                                                              call toll free: 1-800-637-4458 anytime from
Lawrence H. Cohn, M.D. - Chief of Cardiac Surgery,            a touch-tone telephone.
Brigham and Women's Hospital; Professor of
Surgery, Harvard Medical School                               For information on MFS mutual funds,
                                                              call your financial adviser or, for an
The Hon. Sir J. David Gibbons, KBE - Chief                    information kit, call toll free:
Executive Officer, Edmund Gibbons Ltd.;                       1-800-637-2929 any business day from
Chairman, Bank of N.T. Butterfield & Son Ltd.                 9 a.m. to 5 p.m. Eastern time (or leave
                                                              a message anytime).
Abby M. O'Neill - Private Investor;
Director, Rockefeller Financial Services, Inc.                INVESTOR SERVICE
(Investment Advisers)                                         MFS Service Center, Inc.
                                                              P.O. Box 2281
Walter E. Robb, III - President and Treasurer,                Boston, MA 02107-9906
Benchmark Advisors, Inc. (Corporate Financial
Consultants)                                                  For general information, call toll free:
                                                              1-800-225-2606 any business day from
Arnold D. Scott* - Senior Executive Vice President            8 a.m. to 8 p.m. Eastern time.
and Secretary, Massachusetts Financial Services Company
                                                              For service to speech- or hearing-impaired,
Jeffrey L. Shames* - President, Massachusetts                 call toll free: 1-800-637-6576 any business
Financial Services Company                                    day from 9 a.m. to 5 p.m. Eastern time.
                                                              (To use this service, your phone must be
J. Dale Sherratt  - President, Insight Resources, Inc.        equipped with a Telecommunications
(Acquisition Planning Specialists)                            Device for the Deaf.)

Ward Smith - Former Chairman (until 1994),                    For share prices, account balances and
NACCO Industries; Director, Sundstrand                        exchanges, call toll free: 1-800-MFS-TALK
Corporation                                                   (1-800-637-8255) anytime from a touch-tone
                                                              telephone.
INVESTMENT ADVISER
Massachusetts Financial Services Company
500 Boylston Street                                           ------------------------------------------- 
Boston, Massachusetts 02116-3741                                      TOP-RATED SERVICE                   
                                                              [SEAL]  MFS was rated first when securities 
PORTFOLIO MANAGERS                                                    firms evaluated the quality of      
David Mannheim*                                                       service they receive from 40        
Toni Y. Shimura*                                                      mutual fund companies. MFS got      
                                                                      high marks for answering calls      
TREASURER                                                             quickly, processing transactions    
W. Thomas London*                                                     accurately and sending statements   
                                                                      out on time.                        
ASSISTANT TREASURER                                                          (Source: 1994 DALBAR Survey) 
James O. Yost*                                                ------------------------------------------- 

SECRETARY
Stephen E. Cavan*

ASSISTANT SECRETARY
James R. Bordewick, Jr.*

*Affiliated with the Investment Adviser
</TABLE>
<PAGE>

LETTER  TO  SHAREHOLDERS

Dear Shareholders:
The past six months have been a difficult period of transition for many of the
world's stock markets. Political and economic disruptions and a weakening dollar
resulted in stock market corrections in many emerging and developed foreign
markets. During the six months ended April 30, 1995, the total return for Class
A shares of the Fund was -3.88%, while the total returns for Class B and Class C
shares were -4.29% and -4.23%, respectively. These returns assume the
reinvestment of distributions but exclude the effects of any sales charges. Over
this same period, foreign stock markets as measured by the Morgan Stanley
Capital International World Index (the MSCI), a broad, unmanaged index of global
equities, provided a return of +4.82%. A discussion of the Fund's performance
relative to the MSCI may be found in the Portfolio Performance and Strategy
section of this letter.

U.S. Outlook
As the economy enters its fifth year of expansion, it is evidencing a decidedly
decelerating trend from its robust pace of 1994, when gross domestic product
expanded by 4.1%. Estimated growth in this year's first quarter diminished to an
annual rate of 2.8%. Consumer spending slowed considerably during the quarter
and was accompanied by a correspondingly large increase in inventories. As we
begin the year's second quarter, the evidence suggests that the economy has
entered a phase of less-than-full-potential growth, as the April unemployment
rate showed a second consecutive monthly increase. We expect the economy to
continue to grow at this more subdued pace. We do not anticipate that the
slowdown will deteriorate into a recession and, conversely, we remain mindful of
the potential for a reliquified consumer sector to reassert itself as the year
progresses.

Global Outlook
Economic recoveries in both Europe and Japan have been inhibited somewhat by the
yen's and deutsche mark's strengthening against the U.S. dollar. Industrial
companies in these export-led expansions are struggling to compete in a global
marketplace in which their products are less competitively priced. At home, the
consumer sectors in these economies have been impaired by relatively high
unemployment rates and by continued low growth in domestic money supplies. The
central banks of both Germany and Japan have recently lowered interest rates in
an effort to stimulate domestic demand as well as to arrest the strength of
their currencies against the dollar. Our view is that these expansions remain
intact, although at a somewhat sluggish pace, yielding equity investment
opportunities in steady earners as a result. While we view emerging markets with
caution, opportunities exist on a selected basis, particularly at the more
attractive prices resulting from sell-offs in many of these markets last year.
Recently, the dollar has stabilized in world currency markets. Although we
believe that over the long term the dollar continues to represent a sound store
of value, in the near term its relative strength may be restrained by the large
U.S. current-account deficit.

Stock Markets
The U.S. stock market has rebounded from its uninspiring performance during
1994, posting its stongest quarterly results in four years. Recently, stock
prices have responded to growing confidence that the Federal Reserve Board is
nearing the end of its tightening initiatives and that gains in corporate
earnings may remain substantial. Although we expect the economy to slow in 1995,
our outlook for corporate earnings growth remains favorable.

    Although the U.S. market has performed positively over the past six months,
most foreign stock markets have lagged. This has been due to uncertain
economic outlooks, volatile currencies and volatile interest rates. However,
now that interest rates in many markets appear to be moderating, we believe
that valuation levels are sustainable and that corporate earnings growth
should be the key to future performance.

Portfolio Performance and Strategy
During the past six months, the Fund's performance was aided by its
overweighting in the U.S., one of the best performing world markets during the
period, and by an overweighting in technology, a top performing industry. This
portion of the portfolio focuses on companies which we believe can achieve
significant market share gains in rapidly growing markets, and where 20% or
better earnings growth can be maintained independent of economic conditions. Our
holdings are concentrated in the technology, leisure and health care sectors, in
companies such as Cadence Design (a leading developer of software used in the
design of electronic circuits), LSI Logic (a leading semiconductor chip
manufacturer) and Ceridian (a leading supplier of outsourcing services).

    The Fund's performance was negatively impacted by its investments in Japan,
where a major earthquake and strengthening yen made the economic recovery more
precarious. Our holdings in European markets were also negatively impacted by
the weakening dollar. However, we believe these market corrections have
created some very attractive values for investors and, therefore, we have
continued to focus on "world class" companies with significant earnings
leverage from recovering home and export economies and new products. Examples
of these holdings include electronic companies such as Sharp, NEC and Sony, as
well as industrial leaders such as Mannesmann, Astra and Nissan.

    The Fund's performance was also hampered by its investments in emerging
markets such as Mexico, Brazil, Malaysia, Hong Kong and China, where currency
devaluations and rising interest rates affected the outlook for economic
growth. We believe that this "bear" phase in emerging markets is now over.
Asia is a high-quality growth story where many of these dollar-based economies
are now far more competitive than Japan's. Latin America's markets offer
attractive valuations in economies which continue to show recovery and solid
growth. Our emphasis in this part of the portfolio is on global, low-cost
producers such as Usiminas, a Brazilian steel company, or on companies which
are beneficiaries of all the infrastructure being built. These companies
include Telebras and Telefonos de Mexico, the Brazilian and Mexican telephone
companies, as well as Citic Pacific, a Hong Kong conglomerate that should
benefit from the growth on the Chinese mainland.

    We appreciate your support and welcome any questions or comments you may
have.

Respectfully,

1 1/2" x 1 5/8"               1 1/2" x 1 5/8"           1 1/2" x 1 5/8"
photo of A. Keith Brodkin,    photo of David Mannheim   photo of Toni Y. Shimura
Chairman and President        Portfolio Manager         Portfolio Manager


A.  Keith Brodkin             David Mannheim            Toni Y. Shimura
Chairman and President        Portfolio Manager         Portfolio Manager

May 17, 1995
<PAGE>
PORTFOLIO  MANAGERS  PROFILES
David Mannheim began his career at MFS in 1988 as a research specialist and was
promoted to Assistant Vice President - Investments in 1991 and Vice President -
Investments in 1992. In 1993, he was named Portfolio Manager of MFS World Growth
Fund. Mr. Mannheim is a graduate of Amherst College and of Massachusetts
Institute of Technology's Sloan School of Management.

Toni Shimura joined the MFS Research Department in 1987. A graduate of Wellesley
College and of Massachusetts Institute of Technology's Sloan School of
Management, she was promoted to Investment Officer in 1990, Assistant Vice
President - Investments in 1991, and Vice President - Investments in 1992. In
1993, she was named Portfolio Manager of MFS World Growth Fund.

OBJECTIVE  AND  POLICIES
The Fund's investment objective is to seek capital appreciation by investing in
securities of companies worldwide that are growing at rates expected to be well
above the growth rate of the overall U.S. economy.

The Fund's policy is to invest primarily in securities in three market sectors:
U.S. emerging growth companies; foreign growth companies; and emerging-market
securities. The U.S. emerging growth and foreign growth sectors may include
securities of more established companies which represent opportunities for
long-term growth. Under normal conditions, the Fund will be invested in at least
three different countries, one of which will be the United States. For defensive
reasons or during times of international political or economic uncertainty or
turmoil, most or all of the Fund's investments may be in the United States.
While the Fund primarily invests in equity securities, it may also invest in
fixed-income securities. Dividend and interest income from portfolio securities,
if any, is incidental to the Fund's investment objective of capital
appreciation.

PERFORMANCE  SUMMARY
Because mutual funds like MFS World Growth Fund are designed for investors with
long-term goals, we have provided cumulative results as well as the average
annual total returns for Class A, Class B, and Class C shares for the applicable
time periods.

AVERAGE  ANNUAL  AND  CUMULATIVE  TOTAL  RATES  OF  RETURN
Class  A  Investment  Results
(net asset value change including reinvested distributions)

                                                                   11/18/93+ -
                                              6 Months  1 Year      4/30/95
- ------------------------------------------------------------------------------
Cumulative Total Return*                        -3.88%  +2.58%      +11.82%
- ------------------------------------------------------------------------------
Average Annual Total Return*                      --    +2.58%      + 8.03%
- ------------------------------------------------------------------------------

The average annual total returns, calculated for the period ended as of the most
recent calendar quarter as required by the Securities and Exchange Commission
(the SEC), with all distributions reinvested and reflecting the maximum sales
charge of 5.75% for the 1-year period ended March 31, 1995 and for the period
from November 18, 1993+ to March 31, 1995, were -4.78% and +2.14%, respectively.

+Commencement of offering of this class of shares.
*These results do not include the sales charge. If the charge had been included,
 the results would have been lower.

Class  B  Investment  Results
(net asset value change including reinvested distributions)

                                                                   11/18/93+ -
                                              6 Months  1 Year      4/30/95
- ------------------------------------------------------------------------------
Cumulative Total Return++                       -4.29%  +1.76%      +10.51%
- ------------------------------------------------------------------------------
Average Annual Total Return++                     --    +1.76%      + 7.15%
- ------------------------------------------------------------------------------

The average annual total returns, calculated for the period ended as of the most
recent calendar quarter as required by the SEC, for the 1-year period ended
March 31, 1995 and for the period from November 18, 1993+ to March 31, 1995,
with all distributions reinvested and reflecting the current maximum contingent
deferred sales charge (CDSC) of 4%, were -3.77% and +2.93%, respectively.

Class  C  Investment  Results
(net asset value change including reinvested distributions)

                                                                    1/03/94+ -
                                              6 Months  1 Year      4/30/95
- ------------------------------------------------------------------------------
Cumulative Total Return(S)                      -4.23%  +1.88%       +3.53%
- ------------------------------------------------------------------------------
Average Annual Total Return(S)                    --    +1.88%       +2.66%
- ------------------------------------------------------------------------------

The average annual total returns, calculated for the period ended as of the most
recent calendar quarter as required by the SEC, with all distributions
reinvested for the 1-year period ended March 31, 1995 and for the period from
January 3, 1994+ to March 31, 1995, were +0.26% and +0.91%, respectively.

All results represent past performance and are not necessarily an indication of
future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost. All
Class A share results reflect the applicable expense subsidy which is explained
in the Notes to Financial Statements. Had the subsidy not been in effect, the
results would have been less favorable. The subsidy may be rescinded by MFS at
any time.
 
  + Commencement of offering of this class of shares.
 ++ These results do not include any CDSC. If the charge had been included,
    the results would have been lower.
(S) Class C shares have no initial sales charge or CDSC but, along with Class B
    shares, have higher annual fees and expenses than Class A shares.
<PAGE>
PORTFOLIO  OF  INVESTMENTS - April 30, 1995

Stocks  and  Warrants - 84.3%
- ------------------------------------------------------------------------------
Issuer                                               Shares           Value
- -----------------------------------------------------------------------------
Foreign Stocks - 53.3%
 Argentina - 0.8%
  Banco Frances del Rio Plata (Finance)*              75,700     $    480,695
  Buenos Aires Embotelladora S.A., ADR
   (Beverages)                                        10,800          297,000
  CAPEX S.A. (Utilities - Electric)*                  48,000          357,600
  Inversiones y Representacion ARP
   (Special Products and Services)*                   55,000          129,250
  Irsa, GDS (Special Products and Services)*           8,300          195,050
  Mirgor Sacifia, ADR (Automotive)##*                 33,000           61,875
  Telecom Argentina S.A., ADR, "B" 
   (Telecommunications)                               12,130          530,687
  YPF Sociedad Anonima, ADR (Oils)                    56,000        1,134,000
                                                                 ------------
                                                                 $  3,186,157
- -----------------------------------------------------------------------------
 Australia - 1.7%
  Australia & New Zealand Bank Group
   Ltd. (Finance)                                    463,700     $  1,711,294
  News Corp. Ltd. (Media)                             92,200          447,436
  News Corp. Ltd., Pfd. (Media)*                      43,700          192,705
  Sydney Harbor Casino Ltd. (Entertainment)*       1,422,000        1,188,013
  Western Mining Corp. Holdings, ADS
   (Metals and Minerals)                             487,200        2,753,662
                                                                 ------------
                                                                 $  6,293,110
- -----------------------------------------------------------------------------
 Bangladesh - 0.1%
  Bangladesh Fund (Finance)+*                         27,200     $    265,200
- -----------------------------------------------------------------------------
 Belize - 0.1%
  Belize Holdings, Inc. (Finance)                     31,500     $    476,437
- -----------------------------------------------------------------------------
 Brazil - 2.2%
  Aracruz Celulose S.A., ADR (Forest and
   Paper Products)                                    45,000     $    433,125
  Banco Bradesco S.A. (Finance)                   72,800,000          558,957
  Brasmotor S.A. (Furniture - Home Appliances)*    1,790,000          484,241
  CESP, ADR (Utilities - Electric)##*                 38,500          423,500
  Cia Cervejaria Brahma (Beverages)                2,200,000          638,578
  Cia Vale do Rio Doce (Iron and Steel)            4,930,000          807,213
  Companhia Siderurgicas, ADR, "B" (Iron
   and Steel)*                                        23,400          678,600
  Electrobas PN, ADR (Utilities - Electric)*           8,300          116,200
  Iochpe Maxion S.A., ADR (Automotive)                30,900          378,525
  Petrol Brasileiros (Oils)                        4,610,000          429,189
  Rhodia-Ster S.A., GDR## (Chemicals)*                25,000          337,500
  Sadia Concordia S.A. (Food Products)               428,000          412,999
  Sider Paulista, Pfd., "B" (Iron and Steel)*        118,000          218,423
  Telecom Brasileiras S.A., ADR
   (Telecommunications)                               45,290        1,653,085
  Usiminas, ADR (Iron and Steel)##*                   72,300          849,525
                                                                 ------------
                                                                 $  8,419,660
- -----------------------------------------------------------------------------
 Canada - 1.5%
  Echo Bay Mines Ltd. (Precious Metals
   and Minerals)                                     248,300     $  2,358,850
  MacMillan Bloedel Ltd. (Forest and
   Paper Products)                                    56,500          727,437
  Placer Dome, Inc. (Precious Metals and
   Minerals)                                         112,500        2,671,875
                                                                 ------------
                                                                 $  5,758,162
- -----------------------------------------------------------------------------
 Chile - 0.7%
  Banco Osorno y La Union, ADR (Finance)              30,000     $    360,000
  Chilquinta S.A., ADR (Media)                        19,500          253,500
  Chilquinta S.A., ADR (Media)##                       5,000           65,000
  Compania de Telefonos Chile S.A., ADR
   (Telecommunications)                                6,500          448,500
  Empresas Telex-Chile S.A., ADR
   (Telecommunications)                               10,000           78,750
  Enersis ADS, S.A., ADR (Utilities - Electric)       24,500          686,000
  Maderas y Sinteticos Sociedad, ADR
   (Forest and Paper Products)                        22,100          386,750
  Sociedad Quimica y Minera Chile S.A.,
   ADR (Chemicals)                                     3,900          136,012
  Vina Concha y Toro S.A., ADR (Beverages)*           15,800          304,150
                                                                 ------------
                                                                 $  2,718,662
- -----------------------------------------------------------------------------
 China - 0.8%
  Chengdu Telecommunications (Electronics)*          230,000     $     66,852
  China Harbin Power Plant Equipment
   (Electronics)*                                    350,000           93,819
  China Southern Glass, "B" (Containers)             309,800          178,492
  Dong Fang Electric Machinery (Electronics)*        434,000          145,769
  Guangzhou Shipyard International Co. Ltd.
   (Transportation)*                                 310,000          122,142
  Huaxin Cement Co. (Construction)*                  613,200          147,168
  Lizhu Pharmaceuticals Group, "B"
   (Pharmaceuticals)*                                269,000          118,498
  Maanshan Iron & Steel Co. (Iron and Steel)         408,000           72,208
  Shangdong Huaneng Power Development, ADR 
   (Electronics)                                      12,800          104,000
  Shanghai Dazhong Taxi Co., "B"
   (Automotive)*                                     278,200          194,740
  Shanghai Diesel Engineering, "B" (Special 
   Products and Services)*                           209,000          135,432
  Shanghai Haixing Shipping Co.
   (Transportation)*                                 982,000          182,674
  Shanghai Lujiazhui, "B" (Finance)*                 348,500          234,192
  Shanghai Petrochemical (Oils)                      738,000          212,124
  Shanghai Post & Telecommunications 
   (Telecommunications)*                             632,800          346,774
  Shanghai Sanmao, "B" (Apparel and Textiles)*       328,300           98,490
  Shanghai Yaohua (Other)*                           142,000          125,812
  Shenzhen China Bicycles (Bicycles)*                458,500          159,921
  Shenzhen Konka Electronics Group Ltd.
   (Electronics)*                                    234,000          115,473
  Shenzhen Yili Mineral Water, "B" (Beverages)*      220,000           49,735
  Tsingtao Brewery (Beverages)*                      188,000           66,787
  Yizheng Chemical Fibre Co. Ltd.
   (Chemicals)                                       516,000          171,644
                                                                 ------------
                                                                 $  3,142,746
- -----------------------------------------------------------------------------
 Colombia - 0.3%
  Cadenalco Gran Cadena de Almacenes Colombia,
   ADR (Retail)##*                                    23,000     $    379,500
  Carulla & Cia S.A., ADR (Retail)##                   7,000          126,000
  Cementos Diamante S.A., ADR (Construction)##        19,800          415,800
  Corp. Financiera del Valle S.A., ADR
   (Finance)##                                        17,282          241,948
                                                                 ------------
                                                                 $  1,163,248
- -----------------------------------------------------------------------------
 Finland - 0.3%
  Nokia AB (Telecommunications)                       23,600     $    962,250
- -----------------------------------------------------------------------------
 France - 3.8%
  Compagnie Bancaire S.A. (Finance)                   31,343     $  3,457,089
  Eaux (Compagnie Generale) (Other)                   14,813        1,558,630
  Elf Aquitaine (Oil and Gas)                         33,443        2,667,696
  LaFarge-Coppee S.A. (Other)                         19,750        1,536,512
  Michelin (C.G.D.E.), "B" (Tire and Rubber)*         26,488        1,186,391
  Peugeot S.A. (Automotive)                           10,171        1,464,806
  Rhone-Poulenc S.A. (Chemicals)                      77,282        1,880,639
  Sidel (Machinery)                                    2,503          730,614
                                                                 ------------
                                                                 $ 14,482,377
- -----------------------------------------------------------------------------
 Germany - 3.0%
  Daimler-Benz AG (Automotive)                         6,254     $  2,861,290
  Kaufhof Holdings AG (Consumer Goods)                 2,512          890,742
  Mannesmann AG (Diversified Machinery)*              17,400        4,715,243
  Schering AG (Pharmaceuticals)                        1,013          750,898
  Volkswagen AG (Automotive)                           8,533        2,376,940
                                                               --------------
                                                                 $ 11,595,113
- -----------------------------------------------------------------------------
 Ghana - 0.1%
  Ashanti Goldfields Co., ADR (Precious 
   Metals and Minerals)##                             13,000     $    321,750
- -----------------------------------------------------------------------------
 Greece - 0.4%
  Alpha Credit Bank (Finance)                          5,340     $    259,685
  Ergo Bank (Finance)*                                 5,840          248,000
  European Technical (Construction)*                  20,170          203,215
  Hellenic Biscuits (Food and Beverage
   Products)*                                         28,800          165,444
  Hellenic Bottling Co. S.A. (Beverages)*             10,950          304,839
  Sarantopoulos (Construction)*                       12,500          171,233
                                                                 ------------
                                                                 $  1,352,416
- -----------------------------------------------------------------------------
 Hong Kong - 2.7%
  Amway Asia Pacific Ltd. (Consumer
   Goods and Services)*                               47,000     $  1,686,125
  Cheung Kong Holdings Ltd. (Real Estate)            184,000          774,887
  China Light & Power (Utilities - Electric)          49,400          232,929
  Citic Pacific Ltd. (Conglomerate)                  317,800          777,976
  Esprit Asia Holdings (Apparel and Textiles)        249,000           86,849
  Guoco Group Ltd. (Finance)                          55,000          208,888
  HSBC Holdings PLC (Finance)                         52,000          602,894
  Hong Kong & China Gas Ltd. (Utilities - Gas)       230,400          334,840
  Hong Kong Telecommunications
   (Telecommunications)                              343,200          671,681
  Hutchison Whampoa (Real Estate)                    374,000        1,623,356
  International Maritime Carrier
   Holdings (Transportation)                         246,000          162,072
  Jardine Matheson Holdings Ltd. (Conglomerate)        5,600           44,520
  Johnson Electric Holdings (Electronics)             61,500          133,868
  New World Development Co. (Construction)           114,000          296,008
  Stone Electric Technologies (Electronics)*         969,000          121,422
  Sun Hung Kai Properties (Real Estate)              193,000        1,231,650
  Swire Pacific Air Ltd. (Transportation)              7,000           46,796
  Television Broadcasting Ltd. (Media)                50,000          186,022
  Varitronix International Ltd. (Electronics)*       149,000          217,504
  Wah Kwong Shipping Holdings Ltd. (Transportation)   73,000          134,853
  Wharf Holdings Ltd. (Real Estate)                  175,000          524,480
                                                                 ------------
                                                                 $ 10,099,620
- -----------------------------------------------------------------------------
 Hungary - 0.1%
  Fotex (Retail)                                     112,200     $    235,242
- -----------------------------------------------------------------------------
 India - 1.1%
  Bajaj Auto Ltd., GDR (Automotive)*                  13,500     $    340,875
  Core Healthcare, GDR (Consumer Goods
   and Services)*                                     41,000          251,194
  India Gateway Fund Ltd. (Finance)*                  80,000          651,840
  India Gateway Fund Ltd., Warrants (Finance)*        16,000            --
  India Magnum Fund NV (Finance)*                     24,600        1,397,772
  Indian Petrochemicals Corp. Ltd., GDR
   (Chemicals)##*                                     22,000          332,750
  Indian Tobacco Co., GDR (Tobacco)*                   8,100           52,650
  JK Corp. Ltd., GDR (Construction)##*                55,000          275,000
  NEPC Micon, GDR (Utilities - Electric)##*          142,000          248,500
  Reliance Industries, GDS (Apparel and Textiles)*    15,000          232,500
  South Indian Viscose, GDR (Apparel and
   Textiles)##*                                       19,600          240,100
                                                                 ------------
                                                                 $  4,023,181
- -----------------------------------------------------------------------------
 Indonesia - 0.6%
  Astra International (Automotive)*                  126,300     $    161,270
  Bank International Indonesia (Finance)              70,000          150,986
  Hanjaya Mandala Sampoerna (Retail)*                 54,500          319,870
  Indah Kiat Pulp & Paper Corp. (Forest and
    Paper Products)*                                 209,000          231,754
  Indocement Tunggal (Retail)                         39,500          159,274
  Indofoods Sukses (Food and Beverage Products)*      63,000          231,452
  Kalbe Farma (Pharmaceuticals)                       56,200          201,434
  Kawasan Industries (Special Products
   and Services)*                                     62,000           87,500
  PT Indosat, ADR (Telecommunications)                 5,400          195,075
  PT Inti Indorayon Utama (Forest and
   Paper Products)*                                   75,000          137,769
  PT Inti Indorayon Utama S.A., ADR (Forest and       19,000          121,125
   Paper Products)##
  Roda Vivatex (Apparel and Textiles)*               382,500          231,351
                                                                 ------------
                                                                 $  2,228,860
- -----------------------------------------------------------------------------
 Italy - 2.3%
  Fiat S.p.A. (Automotive)                         1,188,200     $  4,837,671
  Pirelli S.p.A. (Tire and Rubber)*                  936,500        1,293,262
  Telecom Italia (Telecommunications)                963,800        2,567,265
                                                                 ------------
                                                                 $  8,698,198
- -----------------------------------------------------------------------------
 Japan - 15.1%
  DDI Corp. (Telecommunications)                         482     $  4,239,125
  Daiei, Inc. (Retail)                               221,000        2,731,638
  Daiwa Securities Co. Ltd. (Finance)*               274,000        3,451,866
  Hokuetsu Bank (Finance)                              3,000           18,826
  Ito-Yokado Co. Ltd. (Retail)                        26,000        1,399,810
  Kawasaki Heavy Industries (Aerospace - Defense)    177,000          723,651
  Komori Corp. (Printing Machinery)                   80,000        1,987,164
  Kyocera Corp. (Electronics)*                        18,000        1,390,540
  Matsuzakaya Co. Ltd. (Retail)                       73,000          884,954
  NEC Corp. (Electronics - Semiconductors)*          328,000        3,625,386
  NTT Data Communications Systems Co.
   (Computer Software)*                                   24          407,892
  New Oji Paper Co. Ltd. (Forest and
   Paper Products)*                                  261,000        2,915,855
  Nichido Fire & Marine Ltd. (Insurance)             260,000        2,156,881
  Nikon Corp. (Jewelry - Watches and Gemstones)      186,000        1,582,791
  Nippon Steel Corp. (Steel)                         779,000        3,092,299
  Nippon Telephone & Telegraph Co.
   (Telecommunications)                                  262        2,313,596
  Nissan Motor Co. Ltd. (Automotive)*                458,000        3,342,192
  Obayashi Corp. (Engineering and Construction)      188,000        1,572,997
  Pioneer Electronics Corp. (Electronics)             92,000        1,935,346
  Sankyo Co. Ltd. (Pharmaceuticals)*                   2,200           52,817
  Sasebo Heavy Industries (Aerospace -
   Defense)                                          254,000          806,014
  Sharp Corp. (Electronics)*                         394,000        6,462,087
  Sony Corp. (Electronics)*                           65,100        3,280,532
  Sumitomo Bank (Finance)                             91,000        1,968,386
  Sumitomo Realty & Development (Real Estate)        368,000        2,418,636
  Tokyo Ohka Kogyo Ltd. (Chemicals)                   64,400        2,005,324
                                                                 ------------
                                                                 $ 56,766,605
- -----------------------------------------------------------------------------
 Malaysia - 1.8%
  Berjaya Sports Toto Berhad (Leisure)*              230,000     $    311,075
  DCB Holdings Berhad (Finance)*                     300,000          716,744
  Genting Berhad (Leisure)*                           53,000          482,891
  IOI Corp. (Retail)*                                378,000          451,549
  IOI Properties (Real Estate)*                       20,000           72,484
  Land & General Berhad (Special
   Products and Services)                             18,000           52,116
  Magnum Corp. Berhad (Entertainment)                  8,000           14,578
  Renong Berhad (Conglomerate)*                      183,000          280,113
  Resorts World Berhad (Entertainment)               299,000        1,574,003
  Sungei Way Holdings Berhad (Construction)*         146,000          579,389
  Technology Resources Industries
  Berhad, "A" (Conglomerate)*                        317,000          808,706
  Telekom Malaysia (Telecommunications)               77,000          530,067
  United Engineers Ltd. (Engineering and
   Construction)*                                    110,000          632,517
  Westmont Berhad (Transportation)*                   75,000          324,965
                                                                 ------------
                                                                 $  6,831,197
- -----------------------------------------------------------------------------
 Mexico - 1.3%
  Cemex S.A., "A" (Construction)                     133,506     $    414,560
  Cemex S.A., "B" (Construction)*                     38,000          121,803
  Cifra S.A. de C.V. (Retail)                        450,300          623,955
  Corporacion GEO, ADR## (Construction)*              22,000          264,000
  Empresas ICA S.A. (Construction)                    19,700          167,450
  Grupo Carso (Conglomerate)*                         82,300          439,666
  Grupo Financiaro Banamex, "C" (Finance)*           147,200          245,743
  Grupo Sidek S.A. de C.V., ADR (Transportation)*     44,200          237,575
  Grupo Situr S.A., "B" (Restaurants and
   Lodging)                                          164,000           69,543
  Grupo Televisa (Media)*                             33,800          330,100
  Pan American Beverage, Inc. (Beverages)*            18,000          468,000
  Telefonos de Mexico S.A. (Telecommunications)*     899,000        1,347,750
  Telefonos de Mexico S.A., ADR
   (Telecommunications)                                5,800          175,450
                                                                 ------------
                                                                 $  4,905,595
- -----------------------------------------------------------------------------
 Netherlands - 0.8%
  Wolters Kluwer (Publishing)*                        36,140     $  2,937,625
- -----------------------------------------------------------------------------
 New Zealand - 0.5%
  Fletcher Challenge Ltd., ADS (Forest
   and Paper Products)                               679,500     $  1,826,490
- -----------------------------------------------------------------------------
 Pakistan - 0.4%
  Cherat Cement Co. (Construction)*                   66,000     $    126,309
  Dewan Salman Fibre (Apparel and Textiles)*          51,750          206,889
  Dewan Salman Fibre, Rights (Apparel
   and Textiles)                                       3,881           --
  Fauji Fertilizer (Chemicals)*                      176,600          395,256
  ICI Pakistan (Chemicals)*                           54,000          373,089
  Pakistan Synthetic (Apparel and Textiles)*          36,000           48,694
  Pakistan Telecommunications (Telecommunications)*    1,200          131,175
  Pakistan Telecommunications (Telecommunications)*  125,000          136,640
  Prime Commerical Bank Ltd. (Finance)*               10,000            8,109
  Sui Northern Gas (Oil Services)*                   204,000          178,662
                                                                 ------------
                                                                 $  1,604,823
- -----------------------------------------------------------------------------
 Peru - 0.4%
  Backus & Johnston (Beverages)*                     156,705     $    380,209
  Banco de Credito (Finance)*                        145,498          305,559
  Cementos Lima (Construction)*                       18,480          398,005
  Telefonica de Peru (Telecommunications)            263,953          443,460
                                                                 ------------
                                                                 $  1,527,233
- -----------------------------------------------------------------------------
 Philippines - 0.6%
  Ayala Corp. (Real Estate)                          134,500     $    181,407
  Benpres Holdings Corp., GDR (Other)##*              30,000          217,500
  International Container Terminal
   Services (Transportation)*                        107,500           60,067
  JG Summit Holdings, "B" (Other)*                   670,000          211,715
  Manila Electric Co. (Utilities - Electric)          17,635          183,486
  Metropolitan Bank & Trust Co. (Finance)              9,447          172,012
  Petron Corp. (Oil Services)*                       271,500          185,708
  Philippine Long Distance Telephone,
   ADR (Telecommunications)                            6,185          394,294
  Philippine National Bank (Finance)*                  1,093           10,404
  RFM Corp. (Retail)*                                285,000           77,977
  SM Prime Holdings, Inc. (Real Estate)*             749,000          228,019
  San Miguel Corp., ADR, "B" (Retail)                  5,600          246,400
                                                                 ------------
                                                                 $  2,168,989
- -----------------------------------------------------------------------------
 Poland - 0.1%
  Electrim (Special Products and Services)*           66,000     $    252,025
- -----------------------------------------------------------------------------
 Portugal - 0.5%
  Banco Commercial Portugues (Finance)*               22,650     $    311,351
  Cimentos de Portugal S.A. (Construction)*           20,100          388,459
  Corticeira Amorim S.A. (Retail)                     18,800          292,075
  Soares da Costa (Construction)*                     17,900          363,481
  Sonae Industria Investimentos (Finance)             14,500          352,756
                                                                 ------------
                                                                 $  1,708,122
- -----------------------------------------------------------------------------
 Singapore - 0.6%
  Fraser & Neave Ltd. (Beverages)*                    90,000     $    988,018
  Keppel Corp. (Transportation)*                     176,000        1,426,993
                                                                 ------------
                                                                 $  2,415,011
- -----------------------------------------------------------------------------
 South Africa - 0.1%
  Southern Africa Minerals Corp. (Precious Metals
   and Minerals)*                                    270,500     $    398,531
- -----------------------------------------------------------------------------
 South Korea - 0.8%
  Chohung Bank (Finance)*                             19,638     $    238,294
  Korea Asia Fund (Finance)*                               5           47,500
  Korea Electric Power Corp. (Utilities
   - Electric)                                         9,120          333,790
  Korea Electric Power Corp., ADR
   (Utilities - Electric)*                             5,000          105,000
  Korea First Bank (Finance)*                          4,430           41,609
  Korea Mobile Telecommunications
   (Telecommunications)                                  320          188,902
  Korea Mobile Telecommunications, GDR
   (Telecommunications)##*                            28,000          808,640
  LG Chemical Ltd. (Chemicals)                         4,160          116,783
  LG Electronics Co. (Electronics)*                    3,050          129,234
  Pohang Iron & Steel Ltd. (Iron and Steel)*           4,200          116,025
  Samsung Electronics, GDS (Electronics)              14,780          739,000
                                                                 ------------
                                                                 $  2,864,777
- -----------------------------------------------------------------------------
 Spain - 0.9%
  Banco de Santander S.A. (Finance)                   42,750     $  1,557,222
  Iberdrola S.A. (Utilities - Electric)               87,170          572,186
  Telefonica de Espana (Utilities -
   Telephone)                                        111,180        1,355,964
                                                                 ------------
                                                                 $  3,485,372
- -----------------------------------------------------------------------------
 Sri Lanka - 0.2%
  Ceylon Grain Elevators (Agriculture)*               40,000     $     33,239
  DFCC Sri Lanka (Finance)*                           42,800          349,582
  National Development Bank (Finance)*                36,500          159,049
  Puttalam Cement Co. (Construction)                 950,000          288,812
                                                                 ------------
                                                                 $    830,682
- -----------------------------------------------------------------------------
 Sweden - 2.2%
  Astra AB, Free Shares, "A" (Pharmaceuticals)       127,830     $  3,722,011
  Astra AB, Free Shares, "B" (Pharmaceuticals)        14,850          422,188
  SKF Aktiebolaget, Free Shares, "B"
   (Metal Fabricate - Hardware)                       88,310        1,776,873
  Skandinaviska Enskilda Banken, "A" (Finance)       425,110        1,979,293
  TV 4 AB (Telecommunications)*                       17,700          337,907
                                                                 ------------
                                                                 $  8,238,272
- -----------------------------------------------------------------------------
 Taiwan - 0.2%
  Asia Cement, GDS (Construction)*                     3,600     $     69,300
  GVC Corp., GDR (Business Machines) ##*               3,600           55,800
  R.O.C. Taiwan Fund (Finance)                         8,900           99,012
  Tung Ho Steel Enterprises Corp., GDR
   (Iron and Steel)##                                 27,077          528,001
  Yageo Corp., GDR (Electronics)*                      2,700           54,675
  Yageo Corp., GDR (Electronics)##*                      804           16,281
                                                                 ------------
                                                                 $    823,069
- -----------------------------------------------------------------------------
 Thailand - 0.6%
  Ban Pu Coal (Coal and Uranium)*                      4,067     $     77,750
  Bangkok Bank Ltd. (Finance)                         65,800          636,990
  Electricity Generating Power Co. Ltd. (Utilities -
   Electric)##*                                       71,300          217,511
  Italian Thai Development (Construction)*             8,600           96,547
  Kang Yong Electric Co. Ltd. (Utilities
   - Electric)*                                        7,000           53,813
  Phatra Thanakit Co. (Finance)                       41,200          276,510
  Precious Shipping Co. Ltd. (Transportation)*        17,000          175,636
  Precious Shipping Co. Ltd. (Transportation)          7,300           78,389
  Shinawatra Computer Co. Ltd. (Computers)             6,400          143,177
  Siam Cement Co. (Construction)                       4,500          258,816
  Siam Makro (Retail)*                                53,500          204,556
  Telecomasia (Telecommunications)*                   28,300          103,024
  Thailand Farmers Bank Co. (Finance)                 20,300          178,353
                                                                 ------------
                                                                 $  2,501,072
- -----------------------------------------------------------------------------
 Turkey - 0.8%
  Akbank T.A.S. (Finance)*                           127,025     $       --
  Anadolu Malt (Beverages)*                        3,245,000          782,618
  Arcelik A.S. (Furniture - Home
   Appliances)                                     1,372,106          403,561
  Cimentas Fabrikasi (Construction)                  179,000          126,353
  Ege Biracilik Ve Malt Sanayii A.S.
   (Beverages)                                       673,200          673,200
  Migros Turk (Retail)*                              195,000          527,647
  Tofas-Turk Otomobil Fabrikas (Automotive)*         426,800          391,652
                                                                 ------------
                                                                 $  2,905,031
- -----------------------------------------------------------------------------
 United Kingdom - 2.7%
  ASDA Group PLC (Retail)*                         3,282,200     $  4,336,079
  BPB Industries (Building Materials)*               319,900        1,391,542
  Huntingdon International Holdings PLC,
   ADR (Consumer Goods and Services)                 107,400          443,025
  Korea Europe Fund (Finance)+                            23           79,005
  Sears PLC (Retail)                                 946,200        1,593,006
  Smith (W.H.) Group PLC (Retail)*                   100,000          658,933
  Vodafone Group PLC (Telecommunications)            533,000        1,665,893
                                                                 ------------
                                                                 $ 10,167,483
- -----------------------------------------------------------------------------
 Venezuela - 0.1%
  Mavesa S.A., ADR (Food and Beverage Products)##*    43,866     $    131,598
- -----------------------------------------------------------------------------
Total Foreign Stocks (Identified Cost, $171,985,306)             $200,711,991
- -----------------------------------------------------------------------------
U.S. Stocks - 31.0%
 Apparel and Textiles - 0.1%
  Donnkenny, Inc.*                                     6,700     $    119,762
  Team Rental Group, Inc.*                            43,300          351,812
                                                                 ------------
                                                                 $    471,574
- -----------------------------------------------------------------------------
 Automotive - 1.6%
  APS Holdings Corp.*                                175,000     $  3,915,625
  Harvard Industries, Inc., "B"*                     112,000        2,198,000
                                                                 ------------
                                                                 $  6,113,625
- -----------------------------------------------------------------------------
 Banks and Credit Companies - 0.4%
  First Financial Management Corp.                    25,000     $  1,828,125
- -----------------------------------------------------------------------------
 Biotechnology - 0.1%
  Guidant Corp.*                                      10,000     $    198,750
- -----------------------------------------------------------------------------
 Business Machines - 0.7%
  Affiliated Computer Co., "A"*                       93,000     $  2,534,250
  National Instruments Corp.*                          2,200           41,250
                                                                 ------------
                                                                 $  2,575,500
- -----------------------------------------------------------------------------
 Business Services - 3.3%
  BISYS Group, Inc.*                                   5,500     $    114,125
  Ceridian Corp.*                                    110,000        3,795,000
  Computer Sciences, Inc.*                            60,000        2,962,500
  Interim Services, Inc.*                            120,000        3,465,000
  SPS Transaction Services Corp.*                     43,000        1,316,875
  Transaction System Architects*                      35,000          721,875
                                                                 ------------
                                                                 $ 12,375,375
- -----------------------------------------------------------------------------
 Cellular Telephones - 0.8%
  Cellular Communications of Puerto Rico*            115,300     $  3,185,162
- -----------------------------------------------------------------------------
 Chemicals - 0.2%
  Grace (W.R.) & Co.                                  16,000     $    858,000
- -----------------------------------------------------------------------------
 Computer Software - 0.2%
  Corel Corp.*                                        40,000     $    555,000
  Expert Software, Inc.*                               1,300           19,175
                                                                 ------------
                                                                 $    574,175
- -----------------------------------------------------------------------------
 Computer Software - Personal Computers - 2.2%
  Autodesk, Inc.                                      75,000     $  2,554,687
  Datastream Systems, Inc.*                              800           19,200
  Electronic Arts, Inc.*                              20,000          460,000
  General Magic, Inc.*                                 3,500           48,562
  Learning Co.*                                       42,700        1,120,875
  Microsoft Corp.*                                    20,000        1,637,500
  Spectrum Holobyte Industries*                      150,000        2,287,500
                                                                 ------------
                                                                 $  8,128,324
- -----------------------------------------------------------------------------
 Computer Software - Systems - 4.7%
  Adobe Systems, Inc.                                 25,000     $  1,456,250
  BMC Software, Inc.*                                 10,000          622,500
  Cadence Design Systems, Inc.*                      230,000        7,417,500
  Compuware Corp.*                                    50,000        1,312,500
  Oracle Systems Corp.*                               40,000        1,220,000
  Sierra On-Line, Inc.*                               58,000        1,094,750
  Stuctural Dynamics Research Corp.*                 247,100        2,996,087
  Sybase, Inc.*                                       30,000          727,500
  System Software Associates, Inc.                    30,000          753,750
                                                                 ------------
                                                                 $ 17,600,837
- -----------------------------------------------------------------------------
 Construction Services - 0.2%
  Shaw Group, Inc.*                                  110,000     $    673,750
- -----------------------------------------------------------------------------
 Consumer Goods and Services - 1.0%
  Sola International, Inc.*                           55,000     $  1,203,125
  Tyco International Ltd.                             45,000        2,362,500
                                                                 ------------
                                                                 $  3,565,625
- -----------------------------------------------------------------------------
 Electronics - 3.5%
  Anadigics, Inc.*                                   111,900     $  1,496,662
  Kulicke & Soffa Industries, Inc.*                   65,000        2,754,375
  LSI Logic Corp.*                                    60,000        3,997,500
  LTX Corp.*                                         437,100        2,677,237
  National Semiconductor Corp.*                      100,000        2,287,500
                                                                 ------------
                                                                 $ 13,213,274
- -----------------------------------------------------------------------------
 Entertainment - 1.5%
  Casino America, Inc.*                               63,500     $    968,375
  Grand Casinos, Inc.*                                30,000          832,500
  Heritage Media Corp.*                               46,200        1,178,100
  National Gaming Corp.*                               8,500           85,000
  Promus Cos., Inc.*                                  52,000        2,002,000
  Showboat, Inc.                                      40,000          610,000
                                                                 ------------
                                                                 $  5,675,975
- -----------------------------------------------------------------------------
 Financial Institutions - 0.2%
  Franklin Resources, Inc.                            22,000     $    885,500
- -----------------------------------------------------------------------------
 Food and Beverage Products - 0.5%
  Universal Foods Corp.                               53,000     $  1,722,500
- -----------------------------------------------------------------------------
 Insurance - 0.5%
  Equitable of Iowa Cos.                              10,000     $    366,250
  Extendicare, Inc.*                                 180,000        1,690,608
                                                                 ------------
                                                                 $  2,056,858
- -----------------------------------------------------------------------------
 Machinery - 0.1%
  SI Handling Systems, Inc.                           55,000     $    563,750
- -----------------------------------------------------------------------------
 Medical and Health Products - 0.9%
  Amerisource Health Corp.*                           60,000     $  1,327,500
  Gelman Sciences, Inc.*                               2,500           45,000
  Sofamor/Danek Group*                                30,000          727,500
  Uromed Corp.*                                       68,800          481,600
  Zoll Medical Corp.*                                 48,900          660,150
                                                                 ------------
                                                                 $  3,241,750
- -----------------------------------------------------------------------------
 Medical and Health Technology and Services - 4.4%
  Advantage Health Corp.*                             85,000     $  2,380,000
  Cardinal Health, Inc.                               22,500        1,037,812
  Community Health Systems*                           52,200        1,813,950
  Genesis Health Ventures, Inc.*                      50,000        1,362,500
  Health Management Assoc., Inc.*                     52,000        1,508,000
  HealthWise of America, Inc.*                        88,750        2,485,000
  Integrated Health Services, Inc.                    20,000          692,500
  Living Centers of America*                          42,000        1,191,750
  Manor Care, Inc.                                    50,000        1,468,750
  Medaphis Corp.*                                     10,000          570,000
  Renal Treatment Centers, Inc.*                      15,000          375,000
  St. Jude Medical, Inc.                              40,000        1,720,000
  Surgical Care Affiliates, Inc.                       3,000           69,750
                                                                 ------------
                                                                 $ 16,675,012
- -----------------------------------------------------------------------------
 Precious Metals and Minerals - 0.1%
  Santa Fe Pacific Corp.                               8,707     $    203,526
- -----------------------------------------------------------------------------
 Oil Services - 0.4%
  BJ Services Co.*                                    60,000     $  1,372,500
- -----------------------------------------------------------------------------
 Oils - 0.2%
  Mitchell Energy & Development Corp.                 50,000     $    900,000
- -----------------------------------------------------------------------------
 Printing and Publishing - 0.6%
  Nelson Thomas, Inc.                                 57,500     $  1,092,500
  Pulitzer Publishing Co.                             32,400        1,308,150
                                                                 ------------
                                                                 $  2,400,650
- -----------------------------------------------------------------------------
 Restaurants and Lodging - 1.1%
  Buffets, Inc.*                                     115,000     $  1,164,375
  Hospitality Franchise System*                       54,400        1,652,400
  ShoLodge, Inc.*                                     85,000        1,227,187
                                                                 ------------
                                                                 $  4,043,962
- -----------------------------------------------------------------------------
 Stores - 0.7%
  Boise Cascade Office Products*                       4,000     $     93,500
  Dollar Tree Stores, Inc.*                            6,500          146,250
  Micro Warehouse, Inc.*                              30,000        1,050,000
  Movie Gallery, Inc.*                                40,000        1,250,000
                                                                 ------------
                                                                 $  2,539,750
- -----------------------------------------------------------------------------
 Telecommunications - 0.8%
  Bay Networks, Inc.*                                 50,000     $  1,818,750
  Cisco Systems, Inc.*                                25,000          996,875
  Premisys Communications, Inc.*                       1,200           54,600
                                                                 ------------
                                                                 $  2,870,225
- -----------------------------------------------------------------------------
Total U.S. Stocks (Identified Cost, $141,905,116)                $116,514,054
- -----------------------------------------------------------------------------
Total Stocks and Warrants (Identified Cost, $313,890,422)        $317,226,045
- -----------------------------------------------------------------------------
Convertible  Bonds - 0.4%
- ------------------------------------------------------------------------------
                                            Principal Amount
                                                (000 Omitted)
- -----------------------------------------------------------------------------
U.S. Dollar Denominated - 0.4%
  Argosy Gaming Corp., 12s, 2001                     $   200     $    201,000
  Essar Gujarat Ltd., 5.5s, 1998                         310          356,500
  Land & General Berhad, 4.5s, 2004##                    350          420,000
  Land & General Berhad, 4.5s, 2004                      150          180,000
  Teco Electronics & Machinery Ltd., 2.75s, 2015##       210          178,500
                                                                 ------------
                                                                 $  1,336,000
- -----------------------------------------------------------------------------
Non-U.S. Dollar Denominated
  Michelin, 2.5s, 2001                    FRF          1,062     $     55,009
- -----------------------------------------------------------------------------
Total Convertible Bonds (Identified Cost, $1,421,214)            $  1,391,009
- -----------------------------------------------------------------------------

Short-Term  Obligations - 14.6%
- -----------------------------------------------------------------------------
  Federal Home Loan Bank, due 5/05/95                $ 6,035     $  6,031,057
  Federal Home Loan Mortgage Corp., due
   5/01/95 - 5/16/95                                  31,765       31,747,337
  Federal National Mortgage Assn., due
   5/08/95 - 5/15/95                                   9,650        9,636,386
  Tennessee Valley Authority, due 5/09/95              7,520        7,510,224
- -----------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost and Value        $ 54,925,004
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $370,236,640)                $373,542,058
Other  Assets,  Less  Liabilities - 0.7%                            2,791,492
- -----------------------------------------------------------------------------
Net Assets - 100.0%                                              $376,333,550
- -----------------------------------------------------------------------------
  * Non-income producing security.
 ## SEC Rule 144A restriction.
  + Restricted security.

Abbreviations have been used throughout this report to indicate amounts shown
in currencies other than the U.S. dollar. A list of abbreviations is shown
below.
DEM  =  Deutsche Marks
FRF  =  French Francs

See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS

Statement  of  Assets  and  Liabilities
- ------------------------------------------------------------------------------
April 30, 1995
- ------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $370,236,640)            $373,542,058
  Cash                                                                  157,506
  Foreign currency, at value (identified cost, $2,216)                    2,928
  Net receivable for forward foreign currency exchange contracts
   sold                                                                  65,880
  Receivable for investments sold                                    13,155,979
  Receivable for Fund shares sold                                       668,515
  Interest and dividends receivable                                     765,312
  Deferred organization expenses                                         24,508
  Other assets                                                           14,883
                                                                   ------------
    Total assets                                                   $388,397,569
                                                                   ------------
Liabilities:
  Payable for investments purchased                                $ 10,848,314
  Payable for Fund shares reacquired                                    901,397
  Net payable for forward foreign currency exchange contracts               753
  Payable to affiliates -
    Management fee                                                       27,865
    Shareholder servicing agent fee                                       5,983
    Distribution fee                                                     91,484
  Accrued expenses and other liabilities                                188,223
                                                                   ------------
    Total liabilities                                              $ 12,064,019
                                                                   ------------
Net assets                                                         $376,333,550
                                                                   ------------
Net assets consist of:
  Paid-in capital                                                  $365,532,056
  Unrealized appreciation on investments and translation of
   assets and liabilities in foreign currencies                       3,392,491
  Accumulated undistributed net realized gain on investments and
   foreign currency transactions                                      8,094,011
  Accumulated net investment loss                                      (685,008)
                                                                   ------------
    Total                                                          $376,333,550
                                                                   ------------
Shares of beneficial interest outstanding                           22,826,868
                                                                   ------------
Class A shares:
  Net asset value and redemption price per share
   (net assets of $131,461,576 / 7,938,392 shares of beneficial
   interest outstanding)                                              $16.56
                                                                      ------
  Offering price per share (100/94.25)                                $17.57
                                                                      ------
Class B shares:
  Net asset value, offering price, and redemption price per share
   (net assets of $232,447,638 / 14,132,414 shares of beneficial
   interest outstanding)                                              $16.45
                                                                      ------
Class C shares:
  Net asset value, offering price, and redemption price per share
   (net assets of $12,424,336 / 756,062 shares of beneficial
   interest outstanding)                                              $16.43
                                                                      ------

On sales of $50,000 or more, the offering price of Class A shares is reduced.
A contingent deferred sales charge may be imposed on redemptions of Class A
and Class B shares.

See notes to financial statements
<PAGE>

FINANCIAL  STATEMENTS - continued

Statement  of  Operations
- ------------------------------------------------------------------------------
Six Months Ended April 30, 1995
- ------------------------------------------------------------------------------
Net investment income:
 Income -
  Interest                                                         $  1,737,306
  Dividends                                                           1,549,776
  Foreign taxes withheld                                               (189,107)
                                                                   ------------
    Total investment income                                        $  3,097,975
                                                                   ------------
 Expenses -
  Management fee                                                   $  1,625,423
  Trustees' compensation                                                 16,245
  Shareholder servicing agent fee (Class A)                              93,911
  Shareholder servicing agent fee (Class B)                             246,595
  Shareholder servicing agent fee (Class C)                               8,860
  Distribution and service fee (Class A)                                219,155
  Distribution and service fee (Class B)                              1,120,883
  Distribution and service fee (Class C)                                 59,067
  Custodian fee                                                         195,665
  Postage                                                                41,636
  Printing                                                               21,670
  Auditing fees                                                           7,450
  Legal fees                                                              6,769
  Amortization of organization expenses                                   3,221
  Miscellaneous                                                         388,875
                                                                   ------------
    Total expenses                                                 $  4,055,425
  Preliminary reduction of expenses by distributor                      (62,636)
                                                                   ------------
    Net expenses                                                   $  3,992,789
                                                                   ------------
     Net investment loss                                           $   (894,814)
                                                                   ------------
Realized and unrealized gain on investments:
 Realized gain (identified cost basis) -
  Investment transactions                                          $  8,602,270
  Foreign currency transactions                                         164,885
                                                                   ------------
    Net realized gain on investments                               $  8,767,155
                                                                   ------------
 Change in unrealized appreciation (depreciation) -
  Investments                                                      $(23,792,039)
  Translation of assets and liabilities in foreign currencies           529,953
                                                                   ------------
   Net unrealized loss on investments                              $(23,262,086)
                                                                   ------------
    Net realized and unrealized loss on investments and foreign
     currency                                                      $(14,494,931)
                                                                   ------------
      Decrease in net assets from operations                       $(15,389,745)
                                                                   ------------
See notes to financial statements
<PAGE>
FINANCIAL  STATEMENTS - continued
<TABLE>

Statement  of  Changes  in  Net  Assets
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                     Six Months Ended                   Year Ended
                                                                                       April 30, 1995             October 31, 1994*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                         <C>          
Increase (decrease) in net assets:
From operations -
  Net investment loss                                                                      $   (894,814)               $ (1,588,322)
  Net realized gain on investments and foreign currency transactions                          8,767,155                   4,811,224
  Net unrealized gain (loss) on investments and foreign currency translation                (23,262,086)                 26,654,577
                                                                                           ------------                ------------
      Increase (decrease) in net assets from operations                                    $(15,389,745)               $ 29,877,479
                                                                                           ------------                ------------
Distributions declared to shareholders -
  From net realized gain on investments and foreign currency transactions
    (Class A)                                                                              $ (1,679,929)               $     --
  From net realized gain on investments and foreign currency transactions
    (Class B)                                                                                (1,881,561)                     --
  From net realized gain on investments and foreign currency transactions
    (Class C)                                                                                  (124,750)                     --
                                                                                           ------------                ------------
                                                                                                                  
      Total distributions declared to shareholders                                         $ (3,686,240)               $     --
                                                                                           ------------                ------------
Fund share (principal) transactions -
  Net proceeds from sale of shares                                                         $ 99,446,507                $442,273,385
  Net asset value of shares issued to shareholders in reinvestment of
    distributions                                                                             2,741,059                      --
  Cost of shares reacquired                                                                 (87,123,323)                (91,805,572)
                                                                                           ------------                ------------
      Increase in net assets from Fund share transactions                                  $ 15,064,243                $350,467,813
                                                                                           ------------                ------------
      Total increase (decrease) in net assets                                              $ (4,011,742)               $380,345,292
Net assets:
  At beginning of period                                                                    380,345,292                      --
                                                                                           ------------                ------------
  At end of period (including accumulated undistributed net investment income
    (loss) of $(685,008) and $209,806, respectively)                                       $376,333,550                $380,345,292
                                                                                           ------------                ------------
*For the period from the commencement of investment operations, November 18,
 1993 to October 31, 1994.
</TABLE>
See notes to financial statements
<PAGE>

FINANCIAL  STATEMENTS - continued

<TABLE>
Financial  Highlights
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                              Six Months           Year     Six Months           Year     Six Months           Year
                                   Ended          Ended          Ended          Ended          Ended          Ended
                               April 30,    October 31,      April 30,    October 31,      April 30,    October 31,
                                    1995           1994<F1>       1995           1994<F1>       1995          1994<F2>
- --------------------------------------------------------------------------------------------------------------------
                                 Class A                       Class B                       Class C
- --------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>            <C>            <C>            <C>   
Per share data (for a share outstanding throughout each period):
Net asset value -
 beginning of period              $17.45         $15.00         $17.32         $15.00         $17.34         $16.04
                                  ------         ------         ------         ------         ------         ------
Income from investment
 operations<F6> -
  Net investment loss<F7>         $  --          $(0.02)        $(0.06)       $(0.15)         $(0.06)        $(0.13)
  Net realized and
   unrealized gain (loss)
   on investments and
   foreign currency
   transactions                    (0.67)          2.47          (0.68)          2.47          (0.68)          1.43
                                  ------         ------         ------         ------         ------         ------
    Total from investment
     operations                   $(0.67)        $ 2.45         $(0.74)        $ 2.32         $(0.74)        $ 1.30
                                  ------         ------         ------         ------         ------         ------
Less distributions
  declared to shareholders
  from net realized gain
  on investments
  and foreign currency 
  transactions                    $(0.22)        $  --          $(0.13)        $  --          $(0.17)        $  --
                                  ------         ------         ------         ------         ------         ------
Net asset value - end of
 period                           $16.56         $17.45         $16.45         $17.32         $16.43         $17.34
                                  ------         ------         ------         ------         ------         ------
Total return<F5><F4>             (3.88)%         16.33%        (4.29)%         15.47%        (4.23)%          8.10%
Ratios (to average net assets)/Supplemental data<F7><F3>:
  Expenses                         1.68%          1.57%          2.50%          2.39%          2.43%          2.31%
  Net investment income
   (loss)                          0.04%        (0.14)%        (0.78)%        (0.95)%        (0.71)%        (0.83)%
Portfolio turnover                   81%           100%            81%           100%            81%           100%
Net assets at end of
 period (000 omitted)           $131,462       $131,503       $232,448       $236,971        $12,424        $11,872
<FN>
- -------------
<F1> For the period from the commencement of investment operations, November 18,
     1993 to October 31, 1994.
<F2> For the period from the commencement of offering of Class C shares, January
     3, 1994 to October 31, 1994.
<F3> Annualized.
<F4> Not annualized.
<F5> Total returns for Class A shares do not include the applicable sales
     charge. If the charge had been included, the results would have been lower.
<F6> Per share data are based on average shares outstanding.
<F7> The investment adviser did not impose a portion of its distribution fee for
     the periods indicated. If this fee had been incurred by the Fund, the net
     investment income per share and the ratios would have been:
     Net investment loss<F6>         --         $ (0.04)           --             --             --             --
     Ratios (to average net assets)<F3>:
       Expenses                    1.78%          1.67%            --             --             --             --
       Net investment loss       (0.06)%        (0.24)%            --             --             --             --

See notes to financial statements
</TABLE>
<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS

(1) Business  and   Organization
MFS World Growth Fund (the Fund) is a non-diversified series of MFS Series Trust
VIII (the Trust). The Trust is organized as a Massachusetts business trust and
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company.

(2) Significant  Accounting  Policies
Investment Valuations - Equity securities listed on securities exchanges or
reported through the NASDAQ system are valued at last sale prices. Unlisted
equity securities or listed equity securities for which last sale prices are not
available are valued at last quoted bid prices. Debt securities (other than
short-term obligations which mature in 60 days or less), including listed issues
and forward contracts, are valued on the basis of valuations furnished by
dealers or by a pricing service with consideration to factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data, without exclusive reliance upon exchange or over-the-counter prices.
Short-term obligations, which mature in 60 days or less, are valued at amortized
cost, which approximates value. Non-U.S. dollar denominated short-term
obligations are valued at amortized cost as calculated in the base currency and
translated into U.S. dollars at the closing daily exchange rate. Futures
contracts, options and options on futures contracts listed on commodities
exchanges are valued at closing settlement prices. Over-the-counter options are
valued by brokers through the use of a pricing model which takes into account
closing bond valuations, implied volatility and short-term repurchase rates.
Securities for which there are no such quotations or valuations are valued at
fair value as determined in good faith by or at the direction of the Trustees.

Repurchase Agreements - The Fund may enter into repurchase agreements with
institutions that the Fund's investment adviser has determined are creditworthy.
Each repurchase agreement is recorded at cost. The Fund requires that the
securities purchased in a repurchase transaction be transferred to the custodian
in a manner sufficient to enable the Fund to obtain those securities in the
event of a default under the repurchase agreement. The Fund monitors, on a daily
basis, the value of the securities transferred to ensure that the value,
including accrued interest, of the securities under each repurchase agreement is
greater than amounts owed to the Fund under each such repurchase agreement.

Foreign Currency Translation - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investments and income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates of
such transactions. Gains and losses attributable to foreign currency exchange
rates on sales of securities are recorded for financial statement purposes as
net realized gains and losses on investments. Gains and losses attributable to
foreign exchange rate movements on income and expenses are recorded for
financial statement purposes as foreign currency transaction gains and losses.
That portion of both realized and unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.

Deferred Organization Expenses - Costs incurred by the Fund in connection with
its organization have been deferred and are being amortized on a straight-line
basis over a five-year period beginning on the date of commencement of
operations of the Fund.

Written Options - The Fund may write covered call or put options for which
premiums are received and are recorded as liabilities, and are subsequently
adjusted to the current value of the options written. Premiums received from
writing options which expire are treated as realized gains. Premiums received
from writing options which are exercised or are closed are offset against the
proceeds or amount paid on the transaction to determine the realized gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
security purchased by the Fund. The Fund, as writer of an option, may have no
control over whether the underlying securities may be sold (call) or purchased
(put) and, as a result, bears the market risk of an unfavorable change in the
price of the securities underlying the written option. In general, written call
options may serve as a partial hedge against decreases in value in the
underlying securities to the extent of the premium received. Written options may
also be used as a part of an income producing strategy reflecting the view of
the Fund's management on the direction of interest rates.

Futures Contracts - The Fund may enter into stock-index futures contracts for
the delayed purchase of a notional quantity of stock-index assets at a fixed
price on a future date. In entering such contracts, the Fund is required to
deposit either in cash or securities an amount equal to a certain percentage of
the contract amount. Subsequent payments are made or received by the Fund each
day, depending on the daily fluctuations in the value of the underlying index,
and are recorded for financial statement purposes as unrealized gains or losses
by the Fund. The Fund's investment in stock-index futures contracts is designed
to hedge against anticipated future changes in securities prices. The Fund may
also invest in stock-index futures contracts for non-hedging purposes. For
example, short (sell) stock-index futures may be used to protect the portfolio
against a fall in the market value of its underlying equity investments without
incurring the additional transaction costs involved in selling the underlying
securities. Should securities prices move unexpectedly, the Fund may not achieve
the anticipated benefits of the stock-index futures contracts and may realize a
loss.

Security Loans - The Fund may lend its securities to member banks of the Federal
Reserve System and to member firms of the New York Stock Exchange or
subsidiaries thereof. The loans are collateralized at all times by cash or
securities with a market value at least equal to the market value of securities
loaned. As with other extensions of credit, the Fund may bear the risk of delay
in recovery or even loss of rights in the collateral should the borrower of the
securities fail financially. The Fund receives compensation for lending its
securities in the form of fees or from all or a portion of the income from
investment of the collateral. The Fund would also continue to earn income on the
securities loaned. At April 30, 1995, the Fund had no securities on loan.

Forward Foreign Currency Exchange Contracts - The Fund may enter into forward
foreign currency exchange contracts for the purchase or sale of a specific
foreign currency at a fixed price on a future date. Risks may arise upon
entering these contracts from the potential inability of counterparties to meet
the terms of their contracts and from unanticipated movements in the value of a
foreign currency relative to the U.S. dollar. The Fund will enter into forward
contracts for hedging purposes as well as for non-hedging purposes. For hedging
purposes, the Fund may enter into contracts to deliver or receive foreign
currency it will receive from or require for its normal investment activities.
It may also use contracts in a manner intended to protect foreign
currency-denominated securities from declines in value due to unfavorable
exchange rate movements. For non-hedging purposes, the Fund may enter into
contracts with the intent of changing the relative exposure of the Fund's
portfolio of securities to different currencies to take advantage of anticipated
changes. The forward foreign currency exchange contracts are adjusted by the
daily forward exchange rate of the underlying currency and any gains or losses
are recorded for financial statement purposes as unrealized until the contract
settlement date.

Investment Transactions and Income - Investment transactions are recorded on the
trade date. Interest income is recorded on the accrual basis. All premium and
original issue discount are amortized or accreted for both financial statement
and tax reporting purposes as required by federal income tax regulations.
Dividend income is recorded on the ex-dividend date for dividends received in
cash. Dividend and interest payments received in additional securities are
recorded on the ex-dividend or ex-interest date in an amount equal to the value
of the security on such date.


Tax Matters and Distributions - The Fund's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its net taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. The Fund files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the basis
on which these financial statements are prepared. Accordingly, the amount of net
investment income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return and, consequently, the
character of distributions to shareholders reported in the financial highlights
may differ from that reported to shareholders on Form 1099-DIV. Foreign taxes
have been provided for on interest and dividend income earned on foreign
investments in accordance with the applicable country's tax rates and to the
extent unrecoverable are recorded as a reduction of investment income.
Distributions to shareholders are recorded on the ex- dividend date.

The Fund distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or accumulated net realized
gains. During the period ended October 31, 1994, $1,798,128 was reclassified
from accumulated net realized gain on investments and foreign currency
transactions to accumulated undistributed net investment income due to
differences between book and tax accounting for passive foreign investment
companies, short-term capital gains and currency transactions. This change had
no effect on the net assets or net asset value per share.

Multiple Classes of Shares of Beneficial Interest - The Fund offers Class A,
Class B and Class C shares. The three classes of shares differ in their
respective shareholder servicing agent, distribution and service fees.
Shareholders of each class also bear certain expenses that pertain only to that
particular class. All shareholders bear the common expenses of the Fund pro rata
based on the average daily net assets of each class, without distinction between
share classes. Dividends are declared separately for each class. No class has
preferential dividend rights; differences in per share dividend rates are
generally due to differences in separate class expenses, including distribution
and shareholder service fees.

(3) Transactions   with  Affiliates
Investment Adviser - The Fund has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee, computed daily and paid monthly at an annual rate of 0.90% of
average daily net assets, amounted to $1,625,423. The advisory agreement permits
the adviser to engage one or more sub-advisers and the adviser has engaged
Oechsle International Advisers, L.P., a Delaware Limited Partnership, and
Batterymarch Financial Management, a Massachusetts business trust, to assist in
the performance of its services.

The Fund pays no compensation directly to its Trustees who are officers of the
investment adviser, or to officers of the Fund, all of whom receive remuneration
for their services to the Fund from MFS. Certain of the officers and Trustees of
the Fund are officers or directors of MFS, MFS Fund Distributors, Inc. (MFD) and
MFS Service Center, Inc. (MFSC). The Fund has an unfunded defined benefit plan
for all its independent Trustees. Included in Trustees' compensation is a net
periodic pension expense of $2,245 for the six months ended April 30, 1995.

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$34,515 as its portion of the sales charge on sales of Class A shares of the
Fund. The Trustees have adopted separate distribution plans for Class A, Class B
and Class C shares pursuant to Rule 12b-1 of the Investment Company Act of 1940
as follows:

The Class A Distribution Plan provides that the Fund will pay MFD up to 0.35% of
its average daily net assets attributable to Class A shares annually in order
that MFD may pay expenses on behalf of the Fund related to the distribution and
servicing of its shares. These expenses include a service fee to each securities
dealer that enters into a sales agreement with MFD of up to 0.25% per annum of
the Fund's average daily net assets attributable to Class A shares which are
attributable to that securities dealer, a distribution fee to MFD of up to 0.10%
per annum of the Fund's average daily net assets attributable to Class A shares,
commissions to dealers and payments to MFD wholesalers for sales at or above a
certain dollar level, and other such distribution-related expenses that are
approved by the Fund. MFD is waiving the 0.10% distribution fee for an
indefinite period. Prior to the waiver, fees incurred under the distribution
plan during the six months ended April 30, 1995 were 0.35% of average daily net
assets attributable to Class A shares on an annualized basis and amounted to
$219,155 (of which MFD retained $22,220).

The Class B and Class C Distribution Plans provide that the Fund will pay MFD a
monthly distribution fee, equal to 0.75% per annum, and a quarterly service fee
of up to 0.25% per annum, of the Fund's average daily net assets attributable to
Class B and Class C shares. MFD will pay to securities dealers that enter into a
sales agreement with MFD, all or a portion of the service fee attributable to
Class B and Class C shares, and will pay to such securities dealers all of the
distribution fee attributable to Class C shares. The service fee is intended to
be additional consideration for services rendered by the dealer with respect to
Class B and Class C shares. Fees incurred under the distribution plans during
the six months ended April 30, 1995 were 1.00% of average daily net assets
attributable to Class B and Class C shares on an annualized basis and amounted
to $1,120,883 and $59,067, respectively (of which MFD retained $6,809 and
$2,249, respectively).

A contingent deferred sales charge is imposed on shareholder redemptions of
Class A shares, on purchases of $1 million or more, in the event of a
shareholder redemption within twelve months following the share purchase. A
contingent deferred sales charge is imposed on shareholder redemptions of Class
B shares in the event of a shareholder redemption within six years of purchase.
MFD receives all contingent deferred sales charges. Contingent deferred sales
charges imposed during the six months ended April 30, 1995 were $904 and
$341,352 for Class A and Class B shares, respectively.

Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earned
$93,911, $246,595 and $8,860 for Class A, Class B and Class C shares,
respectively, for its services as shareholder servicing agent. The fee is
calculated as a percentage of the average daily net assets of each class of
shares at an effective annual rate of up to 0.15%, up to 0.22% and up to 0.15%
attributable to Class A, Class B and Class C shares, respectively.

(4) Portfolio Securities
Purchases and sales of investments, other than U.S. government securities,
purchased option transactions and short-term obligations, aggregated
$234,487,969 and $218,237,393, respectively.

The cost and unrealized appreciation or depreciation in value of the investments
owned by the Fund, as computed on a federal income tax basis, are as follows:

Aggregate cost                                                   $370,816,722
                                                                -------------
Gross unrealized appreciation                                    $ 30,488,133
Gross unrealized depreciation                                     (27,762,797)
                                                                -------------
  Net unrealized appreciation                                   $   2,725,336
                                                                -------------
(5) Shares  of  Beneficial  Interest
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

<TABLE>

<CAPTION>
Class A Shares                   Six Months Ended                   Year Ended
                                 April 30, 1995                     October 31, 1994<F1>
                                 --------------------------------   ----------------------------------
                                         Shares            Amount            Shares             Amount
- ------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>              <C>         
Shares sold                           2,550,603       $41,503,405         9,816,517       $157,514,885
Shares issued to shareholders in
 reinvestment  of distributions          80,619         1,312,473             --                 --
Shares reacquired                    (2,228,456)      (36,331,451)       (2,280,891)       (37,853,320)
                                     ----------       -----------        ----------       ------------
  Net increase                          402,766       $ 6,484,427         7,535,626       $119,661,565
                                     ----------       -----------        ----------       ------------


<CAPTION>
Class B Shares                   Six Months Ended                   Year Ended
                                 April 30, 1995                     October 31, 1994<F1>
                                 --------------------------------   ----------------------------------
                                         Shares            Amount            Shares             Amount
- ------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>              <C>         
Shares sold                           3,358,428       $54,478,965        16,702,222       $269,173,872
Shares issued to shareholders in
 reinvestment of distributions           83,838         1,359,028             --                 --
Shares reacquired                    (2,995,244)      (48,430,914)       (3,016,830)       (49,857,102)
                                     ----------       -----------        ----------       ------------
  Net increase                          447,022       $ 7,407,079        13,685,392       $219,316,770
                                     ----------       -----------        ----------       ------------


<CAPTION>
Class C Shares                   Six Months Ended                   Year Ended
                                 April 30, 1995                     October 31, 1994<F2>
                                 --------------------------------   ----------------------------------
                                         Shares            Amount            Shares             Amount
- ------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>              <C>         
Shares sold                             213,521       $ 3,464,137           931,213       $ 15,584,628
Shares issued to shareholders in
 reinvestment of distributions            4,294            69,558             --                 --
Shares reacquired                      (146,591)       (2,360,958)         (246,375)        (4,095,150)
                                     ----------       -----------        ----------       ------------
  Net increase                           71,224       $ 1,172,737           684,838       $ 11,489,478
                                     ----------       -----------        ----------       ------------
<FN>
- ----------
<F1> For the period from the commencement of offering of Class A and Class B
     shares, November 18, 1993 to October 31, 1994.
<F1> For the period from the commencement of offering of Class C shares, January
     3, 1994 to October 31, 1994.
</TABLE>

(6) Line of Credit
The Fund entered into an agreement which enables it to participate with other
funds managed by MFS, or an affiliate of MFS, in an unsecured line of credit
with a bank which permits borrowings up to $350 million, collectively.
Borrowings may be made to temporarily finance the repurchase of Fund shares.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the bank's base rate. In addition, a commitment fee, based on the average daily
unused portion of the line of credit, is allocated among the participating funds
at the end of each quarter. The commitment fee allocated to the Fund for the six
months ended April 30, 1995 was $3,011.

(7) Financial Instruments
The Fund trades financial instruments with off-balance sheet risk in the normal
course of its investing activities in order to manage exposure to market risks
such as interest rates and foreign currency exchange rates. These financial
instruments include written options, forward foreign currency exchange contracts
and futures contracts. The notional or contractual amounts of these instruments
represent the investment the Fund has in particular classes of financial
instruments and does not necessarily represent the amounts potentially subject
to risk. The measurement of the risks associated with these instruments is
meaningful only when all related and offsetting transactions are considered. A
summary of obligations under these financial instruments at April 30, 1995, is
as follows:

Forward Foreign Currency Exchange Contracts

                       Contracts to                    Contracts  Net Unrealized
  Settlement Date           Deliver  In Exchange for    at Value    Appreciation
- ------------------------------------------------------------------------------
Sell      6/21/95  DEM    9,847,000       $7,178,220  $7,112,340       $65,880


Forward foreign currency purchases and sales under master netting arrangements
and closed forward foreign currency exchange contracts excluded above amounted
to a net payable of $753 at April 30, 1995.

At April 30, 1995, the Fund had sufficient cash and/or securities to cover any
commitments under these contracts.

(8) Restricted Securities
The Fund may invest not more than 15% of its total net assets in securities
which are subject to legal or contractual restrictions on resale. At April 30,
1995, the Fund owned the following restricted securities (constituting 2.03% of
net assets) which may not be publicly sold without registration under the
Securities Act of 1933 (the 1933 Act). The Fund does not have the right to
demand that such securities be registered. The value of these securities is
determined by valuations supplied by a pricing service or brokers or, if not
available, in good faith by or at the direction of the Trustees. Certain of
these securities may be offered and sold to "qualified institutional buyers"
under Rule 144A of the 1933 Act.

                                                    Share/
Description               Date of Acquisition   Par Amount      Cost     Value
- ------------------------------------------------------------------------------
Ashanti Goldfields Co.,
 GDR                                  4/20/94       13,000  $260,000  $321,750
Bangladesh Fund           11/14/94 - 11/18/94       27,200   298,730   265,200
Benpres Holdings Corp.    10/25/94 - 11/17/94       30,000   324,000   217,500
CESP, ADR                  2/17/94 -  9/28/94       38,500   612,548   423,500
Cadenalco Gran Cadena
 de Almacenes
 Colombia, ADR                       12/16/94       23,000   356,500   379,500
Carulla & Cia S.A., ADR              11/30/94        7,000   122,500   126,000
Cementos Diamante S.A.,
 ADR                                  5/17/94       19,800   303,732   415,800
Chilquinta S.A., ADR                  2/28/95        5,000    80,000    65,000
Corp. Financiera del
 Valle S.A., ADR          11/23/93 -  6/10/94       17,282   311,350   241,948
Corporation GEO, ADR                  7/27/94       22,000   385,000   264,000
Electricity Generating
 Power Co. Ltd.                      10/27/94       71,300    63,702   217,511
GVC Corp., GDR                        4/10/95        3,600    59,850    55,800
Indian Petrochemicals
 Corp. Ltd.                          12/08/94       22,000   305,250   332,750
JK Corp. Ltd., GDR                   10/14/94       55,000   440,000   275,000
Korea Europe Fund         11/02/94 - 12/30/94           23   100,625    79,005
Korea Mobile
 Telecommunications        1/06/95 -  3/02/95       28,000   728,812   808,640
Land & General Berhad,
 4.5s, 2004                           7/15/94      350,000   350,000   420,000
Mavesa S.A., ADR          11/22/93 -  2/08/95       43,866   338,555   131,598
Mirgor Sacifia                       10/20/94       33,000   297,000    61,875
NEPC Micon, GDR                      11/03/94      142,000   451,560   248,500
PT Inti Indorayon Utama
 S.A., ADR                11/24/93 - 12/20/93       19,000   125,813   121,125
Rhodia Ster S.A., GDR                12/19/94       25,000   337,500   337,500
South Indian Viscose                  7/28/94       19,600   374,360   240,100
Teco Electronics and
 Machinery Ltd.,
 2.75s, 2015              11/04/94 -  1/03/95      210,000   207,732   178,500
Tung Ho Steel
 Enterprises Corp.         9/09/94 - 10/19/94       27,077   461,601   528,001
Usiminas, ADR                         9/20/94       72,300   960,144   849,525
Yageo Corp.                           3/27/95          804     9,607    16,281
                                                                    ----------
                                                                    $7,621,909
                                                                    ----------
<PAGE>
INDEPENDENT  AUDITORS'  REPORT

To the Trustees of MFS Series Trust VIII and Shareholders of MFS World Growth
Fund: We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of MFS World Growth Fund as of April 30,
1995, the related statement of operations for the six months then ended, the
statements of changes in net assets for the six months then ended and the year
ended October 31, 1994, and the financial highlights for the six months ended
April 30, 1995 and for the period from November 18, 1993 (commencement of
operations) to October 31, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned at
April 30, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of MFS World Growth
Fund at April 30, 1995, the results of its operations, the changes in its net
assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 14, 1995

                ---------------------------------------------
This report is prepared for the general information of shareholders. It is
authorized for distribution to prospective investors only when preceded or
accompanied by a current prospectus.

<PAGE>
MFS(R) WORLD                                                 -------------
GROWTH FUND                 [LOGO: NUMBER 1 DALBAR           BULK RATE
                                   TOP RATED SERVICE]        U.S. POSTAGE
                                                             PAID
500 Boylston Street                                          PERMIT #55638
Boston, MA 02116                                             BOSTON, MA
                                                             -------------



[LOGO: M F S
 THE FIRST NAME IN MUTUAL FUNDS]


                                                      MWG-3 6/95/57M  9/209/309



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission