MFS SERIES TRUST VIII
N-30D, 1996-07-01
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<PAGE>
                                                               Semiannual Report
                                                                  April 30, 1996
[Logo]
THE FIRST NAME IN MUTUAL FUNDS



MFS(R) STRATEGIC INCOME FUND


[A picture of two men in a window.]


<PAGE>

<TABLE>
<CAPTION>
MFS(R) STRATEGIC INCOME FUND

<S>                                                         <C>
TRUSTEES                                                    SECRETARY
A. Keith Brodkin* - Chairman and President                  Stephen E. Cavan*

Richard B. Bailey* - Private Investor;                      ASSISTANT SECRETARY
Former Chairman and Director (until 1991),                  James R. Bordewick, Jr.*
Massachusetts Financial Services Company;                   
Director, Cambridge Bancorp; Director,                      CUSTODIAN                           
Cambridge Trust Company                                     State Street Bank and Trust Company 

Marshall N. Cohan - Private Investor                        AUDITORS
                                                            Ernst & Young LLP
Lawrence H. Cohn, M.D. - Chief of Cardiac                   
Surgery, Brigham and Women's Hospital;                      INVESTOR INFORMATION
Professor of Surgery, Harvard Medical School                For MFS stock and bond market
                                                            outoooks call toll free: 1-800-637-4458
The Hon. Sir J. David Gibbons, KBE - Chief                  anytime from a a touch-tone telephone.
Executive Officer, Edmund Gibbons Ltd.;
Chairman, Bank of N.T. Butterfield & Son Ltd.               For information on MFS mutual funds,
                                                            call your financial adviser or, for an
Abby M. O'Neill - Private Investor;                         information kit, call toll free:
Director, Rockefeller Financial Services, Inc.              1-800-637-2929 any business day from
(investment adviser)                                        9 a.m. to 5 p.m. Eastern time (or leave
                                                            a message anytime).
Walter E. Robb, III - President and Treasurer,
Benchmark Advisors, Inc. (corporate                         INVESTOR SERVICE
financial consultants); President, Benchmark                MFS Service Center, Inc.
Consulting Group, Inc. (office services);                   P.O. Box 2281
Trustee, Landmark Funds (mutual funds)                      Boston, MA 02107-9906

Arnold D. Scott* - Senior Executive Vice                    For general information, call toll free:
President, Director and Secretary,                          1-800-225-2606 any business day from
Massachusetts Financial Services Company                    8 a.m. to 8 p.m. Eastern time.

Jeffrey L. Shames* - President and Director,                For service to speech- or hearing-impaired,
Massachusetts Financial Services Company                    call toll free: 1-800-637-6576 any business
                                                            day from 9 a.m. to 5 p.m. Eastern time.
J. Dale Sherratt  - President, Insight Resources,
Inc. (acquisition planning specialists)                     (To use this service, your phone must
                                                            be equipped with a Telecommunications Device for the
Ward Smith - Former Chairman (until 1994),                  Deaf.)
NACCO Industries; Director, Sundstrand
Corporation
                                                            For share prices, account balances and
INVESTMENT ADVISER                                          exchanges, call toll free: 1-800-MFS-TALK
Massachusetts Financial Services Company                    (1-800-637-8255) anytime from a    
500 Boylston Street                                         touch-tone telephone.
Boston, MA 02116-3741

DISTRIBUTOR                                                                            TOP RATED SERVICE
MFS Fund Distributors, Inc.                                               For the second year in a row,
500 Boylston Street                                         [DALBAR         MFS earned a #1 ranking in
Boston, MA 02116-3741                                       LOGO]          DALBAR, Inc.'s Broker/Dealer
                                                                          Survey, Main Office Operations
PORTFOLIO MANAGER                                                        Service Quality category. The
James T. Swanson*                                           firm achieved a 3.49 overall score - on a
                                                            scale of 1 to 4 - in the 1995 survey. A total
TREASURER                                                   of 71 firms responded, offering input on the
W. Thomas London*                                           quality of service they receive from 36
                                                            mutual fund companies nationwide. The survey
ASSISTANT TREASURER                                         contained questions about service quality in
James O. Yost*                                              17 categories, including "knowledge of phone
                                                            service contracts," "accuracy of transaction
*Affiliated with the Investment Adviser                     processing," and "overall ease of doing
                                                            business with the firm."

</TABLE>

<PAGE>

LETTER TO SHAREHOLDERS
Dear Shareholders:
The past six months have seen both euphoria and shock in the world bond
markets. The euphoria of late 1995 followed a year-long period when bond
prices, for the most part, progressively rose, while the yield on 30-year U.S.
Treasury bonds fell to 5.87% in a market driven by optimism on inflation.
However, this optimism disappeared in February of this year as the federal
government reported unusually high job growth. As a result, bond prices in the
United States and overseas suddenly declined, and continued to fall well into
the second quarter. This new information caused the markets to conclude that
consumer prices could be on their way up, destroying purchasing power in 1996.
However, the weakness in the bond markets in the first quarter did not erase
1995's gains, and Class A shares of the Fund provided a total return of 3.66%
for the six months ended April 30, 1996, Class B shares 3.26%, and Class C
shares 3.45%. These returns assume the reinvestment of distributions but
exclude the effects of any sales charges. A discussion of the Fund's
performance may be found in the Portfolio Performance and Strategy section of
this letter, while complete performance data may be found on pages four and
five of this report.

Economic Outlook
We believe the U.S. economy will continue to show moderate growth in 1996,
although this growth may be somewhat uneven as we move from quarter to
quarter. Thus, while one quarter may experience an annualized rate of growth
in gross domestic product of less than 1%, another quarter may see annualized
growth in excess of 3% - but, for the year, we believe growth could stay
within our expected range of 2% to 2 1/2%. While some increase in consumer
spending took place in the early months of this year, consumers, who represent
two-thirds of the economy, remain in a somewhat weakened position, due in part
to an increase in consumer installment debt in excess of 30% over the past two
years. Meanwhile, growth is also being constrained by ongoing economic
doldrums in Europe and Japan, important markets for U.S. exports. Here again,
we are seeing a few tentative signs, particularly in Japan, of modest
recoveries that could lead to improved prospects for U.S. exporters. Also, the
"lag effect" of increases in short-term interest rates by the Federal Reserve
Board in 1994 and into 1995 is helping to keep growth in check. This lag
effect can last up to two years, and although the Fed did reduce short-term
rates late last year and earlier this year, we expect it to continue its
diligent anti-inflationary policies. Finally, it appears that inflation is
likely to remain under control this year, due in part to a continued
moderation in wage pressures and the subdued level of economic growth. At the
same time, we believe the current upward pressure on energy prices bears close
scrutiny, as energy is an important component of the inflation outlook.

Interest Rates
Persistent signs of economic weakness led to decreases in short-term interest
rates by the Federal Reserve in late 1995 and early 1996. However, should
signs of economic growth and, particularly, of higher inflation continue, we
would expect the Fed to maintain its anti-inflationary stance. This would
likely mean no further reductions in short-term interest rates, and could lead
to some modest increases. In the beginning of the year, bond markets were
trading in a narrow range, as investors shifted between concern about the lack
of a budget resolution in Washington and hopes that sluggish economic reports
and low inflation might lead to lower interest rates. Later, fixed-income
markets began reacting to conflicting signals regarding the strength of the
economy with more-volatile trading patterns marked by an upward bias in
interest rates. Interest rates may move even higher over the coming months,
but we believe the current rise in bond yields is reaching a point where
fixed-income markets are becoming attractively valued.

Portfolio Performance and Strategy
The Fund derives much of its diversification from investing in markets other
than the U.S. government bond market such as international bonds, corporate
bonds, and emerging market bonds. This has provided a favorable mix of assets
that has helped us cushion moves in U.S. interest rates while providing a
measure of stability to the Fund's net asset value.
    Over the past six months, for example, our management of the U.S.
government portion of the portfolio has sought to benefit from low inflation
and further increases in bond prices. These strategies helped the Fund in the
latter half of 1995 and into early 1996. We altered this approach early in
1996 as interest rates began rising and we began to give back earlier gains.
Thus, we took a temporarily more cautious approach in the first quarter, while
de-emphasizing our U.S. government weighting. Going forward, we believe
increases in interest rates will be moderate but that the risk of rising
inflation spurred by higher oil and metals prices is higher now than earlier
in this business cycle. Thus, bond vigilance will become ever more critical to
managing fixed-income assets.
    In the Fund's corporate bond segment, the biggest share remains in below-
investment-grade bonds, and more funds were dedicated to this sector during
the market turmoil of the first quarter. Because high-yield corporate bonds
often benefit from economic growth, we believe they can be an excellent
diversifier when rates begin to rise. Their prices also have the advantage of
being less sensitive to rising interest rates. While this sector is no longer
particularly cheap, we believe that, with careful research and intelligent
industry selection, high-yield corporate bonds can continue to benefit the
Fund.
    Movements in the international bond market have been highly correlated to
the U.S. bond market in recent months, and while prices there have declined
with those of the U.S. market, this sector remains our best hope for capital
appreciation in the coming months. We have particularly focused our
international investments in central Europe (Germany) and in some of the other
higher-yielding countries in Europe. Europe has proven to be less flexible
than the United States in coming to grips with slow growth and in maintaining
a flexible labor force. As a result, we believe that interest rates in
countries such as Italy and Spain are too high to be sustained, and that the
real rates of return on bonds (nominal yields minus local inflation rates)
could provide significant relative value. Looking ahead, we foresee somewhat
higher bond prices in Europe and weaker currency returns. As a result, much of
our international holdings are hedged back into U.S. dollars.
    We have been maintaining a 10% to 25% weighting in emerging market debt
(mostly U.S. dollar Brady bonds), and the Fund has benefited greatly in the
last six months from credit improvements in Poland (which has received an
investment-grade rating) and Mexico. We may soon shift some money away from
this sector because of its recent strong relative performance.
    We appreciate your support and welcome any questions or comments you may
have.

Respectfully,



[A photo of A. Keith Brodkin,         [A Photo of James T. Swanson,
Chairman and President]               Portfolio Manager]




/s/ A. Keith Brodkin                  /s/ James T. Swanson
Chairman and President                Portfolio Manager

May 10, 1996

<PAGE>

PORTFOLIO MANAGER PROFILE
James Swanson has been a member of the MFS investment staff since 1985. A
graduate of Colgate University and the Harvard University Graduate School of
Business Administration, he began his career at MFS as Vice President -
Investments and was named Senior Vice President in 1989. In 1991, he became
Portfolio Manager of MFS Strategic Income Fund.

OBJECTIVE AND POLICIES
The Fund's investment objective is to provide high current income by investing
in fixed-income securities. In addition, the Fund will seek to take advantage
of opportunities to realize significant capital appreciation while maintaining
a high level of current income.

The Fund seeks to achieve its objective by allocating the portfolio's assets
among various categories of fixed-income securities, including securities
issued or guaranteed by the U.S. government, its agencies, authorities or
instrumentalities, and foreign government and U.S. and foreign corporate
fixed-income securities. In addition, the Fund may invest in bank obligations
and municipal obligations. The Fund may also invest up to 25% of its net
assets in equity securities, including securities of established companies and
emerging growth companies. The Fund may also enter into options and futures
transactions and forward foreign currency exchange contracts and purchase
securities on a "when-issued" basis.

PERFORMANCE SUMMARY
Because mutual funds like MFS Strategic Income 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)
                                                                 10/29/87+ -
                                6 Months     1 Year    5 Years    4/30/96
- ------------------------------------------------------------------------------
Cumulative Total Return*          +3.66%    +12.29%    +52.85%   +109.41%
- ------------------------------------------------------------------------------
Average Annual Total Return*        --      +12.29%    + 8.86%   +  9.07%
- ------------------------------------------------------------------------------
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 4.75% on the initial investment for the 1- and 5-year
periods ended March 31, 1996 and for the period from October 29, 1987+ to
March 31, 1996, were +10.33%, +8.30% and +8.45%, 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)
                                                                  9/07/93+ -
                                           6 Months     1 Year    4/30/96
- ------------------------------------------------------------------------------
Cumulative Total Return++                    +3.26%    +11.52%    +14.58%
- ------------------------------------------------------------------------------
Average Annual Total Return++                  --      +11.52%    + 5.28%
- ------------------------------------------------------------------------------
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 and reflecting the contingent deferred sales charge (CDSC) of 4%
for the 1-year period ended March 31, 1996, and 3% for the period from
September 7, 1993+ to March 31, 1996, were +10.98% and +4.17%, respectively.

Class C Investment Results
(net asset value change including reinvested distributions)
                                                                  9/01/94+ -
                                           6 Months     1 Year    4/30/96
- ------------------------------------------------------------------------------
Cumulative Total Return(S)                   +3.45%    +11.68%    +19.57%
- ------------------------------------------------------------------------------
Average Annual Total Return(S)                 --      +11.68%    +11.34%
- ------------------------------------------------------------------------------
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, 1996 and for the period from
September 1, 1994+ to March 31, 1996, were +14.91% and +11.48%, respectively.

All results represent past performance and are not 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 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 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 but, along with Class B
    shares, have higher annual fees and expenses than Class A shares. Class C
    share purchases made on or after April 1, 1996, will be subject to a 1%
    CDSC if redeemed within 12 months of purchase.

<PAGE>

PORTFOLIO OF INVESTMENTS - April 30, 1996
Bonds - 83.5%
- -----------------------------------------------------------------------------
                                                Principal Amount
Issuer                                             (000 Omitted)        Value
- -----------------------------------------------------------------------------
U.S. Dollar Denominated - 60.1%
  Foreign - U.S. Dollar Denominated - 9.4%
    Bell Cablemedia PLC, 0s, 2005                       $    250  $   163,125
    Diamond Cable Communications PLC, 0s, 2005               250      150,625
    Federal Republic of Brazil, 8.75s, 2001               13,950       12,782
    Federal Republic of Brazil, 6.5625s, 2009              1,000      690,000
    Federal Republic of Brazil, 6.5s, 2024                 2,500    1,690,625
    Hidroelectrica Alicura, 8.375s, 1999##                   500      475,000
    Israel State U.S. Government, 5.89s, 2005                250      231,722
    Mexico UMS Par CL A, 6.25s, 2019                         250      164,687
    Poland Discount Notes, 3.75s, 2014                     2,000    1,535,000
    Republic of Ecuador, 3.25s, 2025                       5,000    1,775,000
                                                                  -----------
                                                                  $ 6,888,566
- -----------------------------------------------------------------------------
  Industrials - 28.1%
    Automotive - 0.7%
      Harvard Industries, Inc., 12s, 2004               $    500  $   515,000
- -----------------------------------------------------------------------------
    Building - 0.3%
      Nortek, Inc., 9.875s, 2004                        $    250  $   237,187
      UDC Homes, 14.5s, 2000                                   6        2,771
                                                                  -----------
                                                                  $   239,958
- -----------------------------------------------------------------------------
    Cellular Telephones - 0.7%
      Vanguard Cellular, 9.375s, 2006                   $    500  $   495,625
- -----------------------------------------------------------------------------
    Chemicals - 1.5%
      NL Industries, Inc., 11.75s, 2003                 $    250  $   258,750
      UCC Investors Holdings, Inc., 0s, 2005               1,000      805,000
                                                                  -----------
                                                                  $ 1,063,750
- -----------------------------------------------------------------------------
    Consumer Goods and Services - 0.7%
      Ithaca Industries, Inc., 11.125s, 2002+           $    100  $    42,000
      Revlon, Inc., 10.5s, 2003                              200      204,000
      Westpoint Stevens, Inc., 9.375s, 2005                  250      245,000
                                                                  -----------
                                                                  $   491,000
- -----------------------------------------------------------------------------
    Containers - 1.2%
      Calmar, Inc., 11.5s, 2005                         $    250  $   247,500
      Gaylord Container Co., 11.5s, 2001                     500      517,500
      Ivex Packaging Corp., 12.5s, 2002                      100      105,000
                                                                  -----------
                                                                  $   870,000
- -----------------------------------------------------------------------------
    Entertainment - 2.1%
      SCI Television, Inc., 11s, 2005                   $    455  $   474,337
      Turner Broadcasting Systems, Inc.,
         8.375s, 2013                                      1,000      959,890
      United Artist Theater Circuit, Inc.,
        11.5s, 2002                                          100      106,000
                                                                  -----------
                                                                  $ 1,540,227
- -----------------------------------------------------------------------------
    Financial Institutions - 3.7%
      Arkwright CSN Trust, 9.625s, 2026##               $  1,000  $ 1,005,620
      Banco de Boston S.A., 9.125s, 2004##                 1,500    1,501,875
      Tiphook Finance Corp., 8s, 2000                        250      187,500
                                                                  -----------
                                                                  $ 2,694,995
- -----------------------------------------------------------------------------
    Forest and Paper Products - 0.7%
      Fort Howard Corp., 9.25s, 2001                    $    500  $   495,000
- -----------------------------------------------------------------------------
    Medical and Health Technology and Services - 1.5%
      Beverly Enterprises, 9s, 2006                     $    460  $   432,400
      Integrated Health Services, Inc.,
         10.75s, 2004                                        100      104,000
      Tenet Healthcare Corp., 10.125s, 2005                  500      535,000
                                                                  -----------
                                                                  $ 1,071,400
- -----------------------------------------------------------------------------
    Oil Services - 0.4%
      Ferrell Gas LP, 10s, 2001                         $    200  $   210,000
      Tuboscope Vetco International, Inc.,
        10.75s, 2003                                         100      103,500
                                                                  -----------
                                                                  $   313,500
- -----------------------------------------------------------------------------
    Oils - 0.7%
      Gulf Canada, 9.25s, 2004                          $    500  $   500,000
- -----------------------------------------------------------------------------
    Special Products and Services - 3.4%
      Gillett Holdings, Inc., 12.25s, 2002              $     49  $    51,624
      IMO Industries, Inc., 12s, 2001                        128      131,520
      K & F Industries, Inc., 11.875s, 2003                  250      270,000
      Mark IV Industries, Inc., 8.75s, 2003                  500      510,000
      Polymer Group, Inc., 12.25s, 2002                      500      540,000
      Talley Manufacturing & Technology, Inc.,
        10.75s, 2003                                         500      505,000
      Thermadyne, 10.75s, 2003                               500      500,000
                                                                  -----------
                                                                  $ 2,508,144
- -----------------------------------------------------------------------------
    Steel - 1.2%
      AK Steel Holdings Corp., 10.75s, 2004             $    500  $   546,250
      Kaiser Aluminum & Chemical Corp., 9.875s,
        2002                                                 300      301,500
                                                                  -----------
                                                                  $   847,750
- -----------------------------------------------------------------------------
    Stores - 0.3%
      Limited, Inc., 7.5s, 2023                         $    250  $   212,500
- -----------------------------------------------------------------------------
    Supermarkets - 2.1%
      Dominick's Finer Foods, 10.875s, 2005             $    500  $   525,000
      Pathmark Stores, Inc., 9.625s, 2003                    500      480,000
      Ralph's Grocery Co., 10.45s, 2004                      500      488,750
                                                                  -----------
                                                                  $ 1,493,750
- -----------------------------------------------------------------------------
    Telecommunications - 6.9%
      American Radio Systems, 9s, 2006                  $    500  $   486,250
      Bell & Howell Co., 10.75s, 2002                        100      107,000
      Brooks Fiber Properties, 0s, 2006##                    500      273,750
      Cablevision Industries Corp., 9.25s, 2008              100      106,500
      Comcast Corp., 9.375s, 2005                            500      500,000
      Continental Cablevision, 8.3s, 2006##                  250      255,625
      Echostar Satellite Broadcasting, 0s,
        2004##                                             1,000      622,500
      Falcon Holdings Group, Inc., 0s, 2003                  205      197,498
      Jones Intercable, Inc., 10.5s, 2008                    500      532,500
      MFS Communications Corp., 0s, 2006                   1,000      627,500
      Marcus Cable Operations Co., 0s, 2004                  500      360,000
      Mobilemedia Communications, Inc., 0s, 2003             275      209,000
      Pronet, Inc., 11.875s, 2005                            200      213,500
      Rogers Cablesystems Ltd., 10.125s, 2012                500      507,500
                                                                  -----------
                                                                  $ 4,999,123
- -----------------------------------------------------------------------------
Total Industrials                                                 $20,351,722
- -----------------------------------------------------------------------------
  Transportation - 0.9%
    Continental Airlines, Inc., 11.75s, 1995+           $    500  $        50
    Delta Airlines, 9.75s, 2021                              500      574,025
    Moran Transportation Co., 11.75s, 2004                   100       99,000
                                                                  -----------
                                                                  $   673,075
- -----------------------------------------------------------------------------
  Utilities - Electric - 12.8%
    CMS Energy Corp., 9.5s, 1997                        $    500  $   511,250
    Coastal Bancorp, Inc., 10s, 2002                         120      118,800
    First PV Funding Corp., 10.3s, 2014                    1,000    1,058,570
    First PV Funding Corp., 10.15s, 2016                     600      630,000
    Maxus Energy Corp., 11.25s, 2013                       1,000    1,025,000
    Midland Cogeneration Venture Corp., 10.33s, 2002         964    1,011,400
    Midland Funding Corp. II, "A", 11.75s, 2005            1,100    1,153,647
    Niagara Mohawk Power Corp., 6.875s, 2001                 500      450,365
    Niagara Mohawk Power Corp., 8s, 2004                     500      453,040
    Niagara Mohawk Power Corp., 8.77s, 2018                1,000      909,420
    Niagara Mohawk Power Corp., 8.75s, 2022                  500      440,840
    Texas & New Mexico Power Co., 10.75s, 2003             1,500    1,590,000
                                                                  -----------
                                                                  $ 9,352,332
- -----------------------------------------------------------------------------
  U.S. Treasury Obligations - 7.6%
    U.S. Treasury Notes, 7.75s, 1999                    $    500  $   522,420
    U.S. Treasury Notes, 8s, 1999                          2,000    2,100,320
    U.S. Treasury Notes, 7.875s, 2004                      2,500    2,691,025
    U.S. Treasury Notes, 5.875s, 2005                        250      235,780
                                                                  -----------
                                                                  $ 5,549,545
- -----------------------------------------------------------------------------
  Federal National Mortgage Association - 0.1%
    FNMA, 9.5s, 2025                                    $     28  $    29,353
- -----------------------------------------------------------------------------
  Federal Home Loan Mortgage Corporation - 1.2%
    FHLMC, 8.5s, 2025                                   $    841  $   863,703
- -----------------------------------------------------------------------------
Total U.S. Dollar Denominated                                     $43,708,296
- -----------------------------------------------------------------------------
Foreign - Non-U.S. Dollar Denominated - 23.4%
  Australian Dollars - 0.5%
    Commonwealth of Australia, 7s, 1998      AUD             500  $   384,059
- -----------------------------------------------------------------------------
  Belgian Francs - 1.7%
    Kingdom of Belgium, 9s, 1998             BEF          10,000  $   350,954
    Kingdom of Belgium, 8.75s, 2002                       10,000      364,558
    Kingdom of Belgium, 7.25s, 2004                       10,000      335,346
    Kingdom of Belgium, 8.5s, 2007                         5,000      180,292
                                                                  -----------
                                                                  $ 1,231,150
- -----------------------------------------------------------------------------
  British Pounds - 2.1%
    United Kingdom Gilts, 8s, 2000           GBP             475  $   731,340
    United Kingdom Gilts, 9s, 2000                           500      794,045
                                                                  -----------
                                                                  $ 1,525,385
- -----------------------------------------------------------------------------
  Canadian Dollars - 1.0%
    Government of Canada, 7.5s, 2003         CAD           1,045  $   762,435
- -----------------------------------------------------------------------------
  Czech Republic Korunas - 1.5%
    Czech Electric, 16.5s, 1998              CZK          30,000  $ 1,102,186
- -----------------------------------------------------------------------------
  Danish Kroner - 2.7%
    Kingdom of Denmark, 8s, 2001             DKK          10,830  $ 1,972,758
- -----------------------------------------------------------------------------
  French Francs - 1.5%
    Government of France, 7s, 1999           FRF           4,150  $   853,031
    Government of France, 7s, 2000                         3,550      232,599
                                                                  -----------
                                                                  $ 1,085,630
- -----------------------------------------------------------------------------
  German Marks - 5.5%
    German Unity Fund, 8.5s, 2001            DEM             904  $   669,105
    Treuhandanstalt Obligationen, 6.375s, 1999             4,806    3,306,262
                                                                  -----------
                                                                  $ 3,975,367
- -----------------------------------------------------------------------------
  Italian Lire - 2.0%
    Republic of Italy, 9.225s, 1996          ITL         715,000  $   466,215
    Republic of Italy, 8.5s, 1999                      1,000,000      637,068
    Republic of Italy, 8.5s, 2004                        520,000      314,430
                                                                  -----------
                                                                  $ 1,417,713
- -----------------------------------------------------------------------------
  New Zealand Dollars - 0.4%
    Government of New Zealand, 9s, 1996      NZD             400  $   273,834
- -----------------------------------------------------------------------------
  Spanish Pesetas - 2.8%
    Government of Spain, 8.3s, 1998          ESP         139,200  $ 1,103,200
    Spanish Government Bonds, 10.1s, 2001                 60,000      500,716
    Spanish Government Bonds, 10s, 2005                   55,000      454,447
                                                                  -----------
                                                                  $ 2,058,363
- -----------------------------------------------------------------------------
  Swedish Kronor - 1.7%
    Kingdom of Sweden, 11s, 1999             SEK           2,200  $   355,615
    Kingdom of Sweden, 10.25s, 2000                        5,400      875,338
                                                                  -----------
                                                                  $ 1,230,953
- -----------------------------------------------------------------------------
Total Foreign - Non-U.S. Dollar Denominated                       $17,019,833
- -----------------------------------------------------------------------------
Total Bonds (Identified Cost, $61,089,821)                        $60,728,129
- -----------------------------------------------------------------------------
Common Stocks - 1.4%
- -----------------------------------------------------------------------------
Issuer                                                    Shares        Value
- -----------------------------------------------------------------------------
  Atlantic Gulf Communities Corp.*++                         100  $       600
  Cablevision Systems Corp.*##                             5,071      495,690
  Gillett Holdings, Inc.*++                               22,594      542,256
- -----------------------------------------------------------------------------
Total Common Stocks (Identified Cost, $732,110)                   $ 1,038,546
- -----------------------------------------------------------------------------
Preferred Stocks - 4.7%
- -----------------------------------------------------------------------------
  First Nationwide Bank                                   30,000  $ 3,345,000
  Time Warner, Inc.##                                        100      100,000
- -----------------------------------------------------------------------------
Total Preferred Stocks (Identified Cost, $3,587,500)              $ 3,445,000
- -----------------------------------------------------------------------------
Warrants - 0.1%
- -----------------------------------------------------------------------------
  American Media, Inc.*                                   27,000  $       845
  ICO, Inc.*                                              62,500       40,626
- -----------------------------------------------------------------------------
Total Warrants (Identified Cost, $0)                              $    41,471
- -----------------------------------------------------------------------------
Call Options Purchased - 0.1%
- -----------------------------------------------------------------------------
                                                Principal Amount
                                                    of Contracts
Expiration Month/Strike Price                      (000 Omitted)
- -----------------------------------------------------------------------------
Australian Dollars
  July/0.80                                  AUD             976  $     4,699
Canadian Dollars
  October/1.3858                             CAD           1,911        6,887
Italian Lire/German Marks
  June/1060                              ITL/DEM         667,746       14,023
Japanese Government Bonds
  May/115.893                                JPY         107,000            0
  June/108.961                                            87,000        3,654
  September/110.292                                       99,000           99
  December/96.199                                         85,000        2,210
Japanese Yen
  May/106.0501                                           148,292       14,533
Spanish Pesetas/German Marks
  June/83.97                             ESP/DEM         119,524        6,932
- -----------------------------------------------------------------------------
Total Call Options Purchased (Premiums Paid, $65,918)             $    53,037
- -----------------------------------------------------------------------------

Put Options Purchased - 0.2%
- -----------------------------------------------------------------------------
                                                Principal Amount
                                                    of Contracts
Expiration Month/Strike Price                      (000 Omitted)        Value
- -----------------------------------------------------------------------------
French Francs/German Marks
  July/3.6                               FRF/DEM          14,323  $         0
German Marks
  May/1.50                                   DEM           3,196       47,415
  July/1.55                                                7,217       42,839
Italian Lire/German Marks
  April/1155.85                          ITL/DEM       3,248,380       12,993
Japanese Yen
  June/107.56                                JPY         239,644       11,024
Swiss Francs/German Marks
  July/0.805                             CHF/DEM           1,170       10,224
- -----------------------------------------------------------------------------
Total Put Options Purchased (Premiums Paid, $146,884)             $   124,495
- -----------------------------------------------------------------------------
Short-Term Obligation - 1.3%
- -----------------------------------------------------------------------------
                                                Principal Amount
Issuer                                             (000 Omitted)
- -----------------------------------------------------------------------------
  Eurolira Time Deposit, due 10/21/96, at
    Amortized Cost                           ITL       1,510,000  $   963,932
- -----------------------------------------------------------------------------
Repurchase Agreement - 6.2%
- -----------------------------------------------------------------------------
  Goldman Sachs Group L.P., dated 4/30/96,
    due 5/01/96, total to be received
    $4,495,666 (secured by $1,000,367 par,
    FNMA at 7.58s, due 4/19/06, market
    value $999,987; $603,670 par, FNMA at
    6.17s, due 12/30/03, market value
    $571,510; $446,265 par, FNMA at 5.3s,
    due 12/10/98, market value $434,548;
    $2,164,369 par, FHLMC at 0s, due 5/23/
    96, market value $2,156,852; and
    $388,462 par, FHLB at 7.65s, due 3/25/
    97, market value $395,238),
    at Cost                                             $  4,495  $ 4,495,000
- -----------------------------------------------------------------------------
Total Investments (Identified Cost, $71,081,165)                  $70,889,610
- -----------------------------------------------------------------------------
Call Options Written - (0.1)%
- -----------------------------------------------------------------------------
                                                Principal Amount
                                                    of Contracts
Expiration Month/Strike Price                      (000 Omitted)
- -----------------------------------------------------------------------------
German Marks
  July/1.492                                 DEM           6,947  $   (31,316)
Italian Lire/German Marks
  April/1015                             ITL/DEM       2,852,538      (19,967)
- -----------------------------------------------------------------------------
Total Call Options Written (Premiums Received, $53,095)           $   (51,283)
- -----------------------------------------------------------------------------

Put Options Written - (0.1)%
- -----------------------------------------------------------------------------
                                                Principal Amount
                                                    of Contracts
Expiration Month/Strike Price                      (000 Omitted)        Value
- -----------------------------------------------------------------------------
Canadian Dollars
  June/1.385                                 CAD           1,114  $      (681)
  October/1.3858                                           1,988       (6,887)
Japanese Government Bonds
  May/115.893                                JPY         107,000       (6,420)
  May/110.292                                             99,000      (10,395)
  June/108.961                                            87,000      (11,310)
  June/96.199                                             85,000       (8,500)
Japanese Yen
  June/109.5                                             126,666       (2,407)
Spanish Pesetas/German Marks
  June/86.35                             ESP/DEM         122,911            0
- -----------------------------------------------------------------------------
Total Put Options Written (Premiums Received, $53,315)            $   (46,600)
- -----------------------------------------------------------------------------
Other Assets, Less Liabilities - 2.7%                             $ 1,948,560
- -----------------------------------------------------------------------------
Net Assets - 100.0%                                               $72,740,287
- -----------------------------------------------------------------------------
 *Non-income producing security.
 +Non-income producing security - in default.
++Restricted security.
##SEC Rule 144A restriction.

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.
<TABLE>
<CAPTION>
<S>     <C>                        <C>       <C>                           <C>       <C>
AUD  =  Australian Dollars         DKK  =  Danish Kroner              ITL  =  Italian Lire
BEF  =  Belgian Francs             ESP  =  Spanish Pesetas            JPY  =  Japanese Yen
CAD  =  Canadian Dollars           FIM  =  Finnish Markkaa            NLG  =  Dutch Guilders
CHF  =  Swiss Francs               FRF  =  French Francs              NZD  =  New Zealand Dollars
CZK  =  Czech Republic Korunas     GBP  =  British Pounds             SEK  =  Swedish Kronor
DEM  =  German Marks               HKD  =  Hong Kong Dollars
</TABLE>

See notes to financial statements

<PAGE>
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
- ------------------------------------------------------------------------------
April 30, 1996
- ------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $71,081,165)           $70,889,610
  Cash                                                                47,338
  Foreign currency, at value (identified cost, $1,575)                 1,728
  Net receivable for forward foreign currency exchange
    contracts sold                                                 1,115,082
  Net receivable for forward foreign currency exchange
    contracts                                                         28,774
  Premium receivable on options written                                6,887
  Net receivable for interest rate swap agreements                     8,410
  Receivable for Fund shares sold                                    152,259
  Receivable for investments sold                                    516,496
  Interest receivable                                              1,762,262
  Receivable from investment adviser                                 399,260
                                                                 -----------
      Total assets                                               $74,928,106
                                                                 -----------
Liabilities:
  Payable for Fund shares reacquired                             $   109,947
  Payable for investments purchased                                  701,629
  Written options outstanding, at value (premiums received,
    $106,410)                                                         97,883
  Net payable for forward foreign currency exchange contracts
    purchased                                                      1,130,830
  Payable to affiliates -
    Management fee                                                     4,451
    Shareholder servicing agent fee                                    1,242
    Distribution fee                                                  14,646
  Accrued expenses and other liabilities                             127,191
                                                                 -----------
      Total liabilities                                          $ 2,187,819
                                                                 -----------
Net assets                                                       $72,740,287
                                                                 ===========
Net assets consist of:
  Paid-in capital                                                $72,692,067
  Unrealized depreciation on investments and translation of
    assets and liabilities in foreign currencies                    (173,291)
  Accumulated distributions in excess of net realized gain on
    investments and foreign currency transactions                    (15,976)
  Accumulated undistributed net investment income                    237,487
                                                                 -----------
      Total                                                      $72,740,287
                                                                 ===========
Shares of beneficial interest outstanding                          9,125,062
                                                                 ===========
Class A shares:
  Net asset value and redemption price per share
    (net assets of $50,813,607 / 6,362,272 shares of
      beneficial interest outstanding)                             $7.99
                                                                   =====
  Offering price per share (100/95.25)                             $8.39
                                                                   =====
Class B shares:
  Net asset value and offering price per share
    (net assets of $17,851,639 / 2,248,312 shares of
      beneficial interest outstanding)                             $7.94
                                                                   =====
Class C shares:
  Net asset value, offering price, and redemption price per share
    (net assets of $4,075,041 / 514,478 shares of beneficial
      interest outstanding)                                        $7.92
                                                                   =====
On sales of $100,000 or more, the offering price of Class A shares is reduced.
A contingent deferred sales charge may be imposed on redemptions of Class A,
Class B and Class C shares.

See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS - continued
Statement of Operations
- ------------------------------------------------------------------------------
Six Months Ended April 30, 1996
- ------------------------------------------------------------------------------
Net investment income:
  Income -
    Interest                                                       $2,523,236
    Dividends                                                          86,250
                                                                   ----------
      Total investment income                                      $2,609,486
                                                                   ----------
  Expenses -
    Management fee                                                 $  333,300
    Trustees' compensation                                             19,557
    Shareholder servicing agent fee (Class A)                          34,092
    Shareholder servicing agent fee (Class B)                          14,036
    Shareholder servicing agent fee (Class C)                           1,895
    Distribution and service fee (Class A)                             83,859
    Distribution and service fee (Class B)                             62,421
    Distribution and service fee (Class C)                             12,633
    Custodian fee                                                      49,735
    Auditing fees                                                      25,400
    Postage                                                            13,116
    Printing                                                            6,626
    Legal fees                                                          2,036
    Miscellaneous                                                      30,237
                                                                   ----------
      Total expenses                                               $  688,943
    Fees paid indirectly                                              (13,448)
    Preliminary reduction of expenses by investment adviser          (254,917)
                                                                   ----------
      Net expenses                                                 $  420,578
                                                                   ----------
        Net investment income                                      $2,188,908
                                                                   ----------
Realized and unrealized gain (loss) on investments:
  Realized gain (loss) (identified cost basis) -
    Investment transactions                                        $  532,513
    Written option transactions                                        99,737
    Foreign currency transactions                                    (611,683)
                                                                   ----------
      Net realized gain on investments                             $   20,567
                                                                   ----------
  Change in unrealized appreciation (depreciation) -
    Investments and interest rate swap agreements                  $ (807,825)
    Written options                                                    (7,298)
    Translation of assets and liabilities in foreign currencies       306,553
                                                                   ----------
      Net unrealized loss on investments                           $ (508,570)
                                                                   ----------
        Net realized and unrealized loss on investments and
          foreign currency                                         $ (488,003)
                                                                   ----------
          Increase in net assets from operations                   $1,700,905
                                                                   ==========

See notes to financial statements

<PAGE>

FINANCIAL STATEMENTS - continued

<TABLE>
Statement of Changes in Net Assets
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                       Six Months Ended             Year Ended
                                                         April 30, 1996       October 31, 1995
- -----------------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>           
Increase in net assets:
From operations -
  Net investment income                                     $ 2,188,908           $  3,769,276
  Net realized gain on investments and foreign                                                
    currency transactions                                        20,567              1,067,286
  Net unrealized gain (loss) on investments and                                               
    foreign currency translation                               (508,570)             1,875,133
                                                             ----------           ------------
    Increase in net assets from operations                  $ 1,700,905           $  6,711,695
                                                            -----------           ------------
Distributions declared to shareholders -
  From net investment income (Class A)                      $(1,684,901)          $ (3,165,100)
  From net investment income (Class B)                         (406,403)              (442,955)
  From net investment income (Class C)                          (72,835)               (28,052)
  From net realized gain on investments and                                                    
    foreign currency transactions (Class A)                    (400,584)               --
  From net realized gain on investments and                                                    
    foreign currency transactions (Class B)                     (87,623)               --
  From net realized gain on investments and                                                    
    foreign currency transactions (Class C)                     (10,866)               --
                                                            -----------           ------------
    Total distributions declared to shareholders            $(2,663,212)          $ (3,636,107)
                                                            -----------           ------------
Fund share (principal) transactions -                                                          
  Net proceeds from sale of shares                          $27,104,956           $ 10,564,774 
  Net asset value of shares issued to shareholders in
    reinvestment of distributions                             1,175,262              1,251,060 
  Cost of shares reacquired                                  (5,691,294)           (13,172,718)
                                                            -----------           ------------
    Increase (decrease) in net assets from Fund                                                
      share transactions                                    $22,588,924           $ (1,356,884)
                                                            -----------           ------------
      Total increase in net assets                          $21,626,617           $  1,718,704 
Net assets:                                                                                    
  At beginning of period                                     51,113,670             49,394,966 
                                                             ----------           ------------ 
  At end of period (including accumulated undistributed
    net investment income of $237,487 and $212,718,
    respectively)                                           $72,740,287           $ 51,113,670 
                                                            ===========           ============ 
</TABLE>

See notes to financial statements


<PAGE>
FINANCIAL STATEMENTS - continued

<TABLE>
<CAPTION>
Financial Highlights
- --------------------------------------------------------------------------------------------------------------------------------
                                                        Year Ended October 31,
                              Six Months Ended          ------------------------------------------------------------------------
                                April 30, 1996             1995             1994             1993           1992           1991
- --------------------------------------------------------------------------------------------------------------------------------
                                        Class A
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>            <C>            <C>   
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period   $ 8.07           $ 7.57           $ 8.34           $ 8.00         $ 8.12         $ 7.56
                                        ------           ------           ------           ------         ------         ------
Income from investment operations<F3> -
  Net investment income<F6>             $ 0.30           $ 0.60           $ 0.48           $ 0.52         $ 0.63         $ 0.73
  Net realized and unrealized
   gain (loss) on investments and
   foreign currency transactions        --                 0.48            (0.74)            0.42           0.08           0.95
                                        ------           ------           ------           ------         ------         ------
      Total from investment operations  $ 0.30           $ 1.08           $(0.26)          $ 0.94         $ 0.71         $ 1.68
                                        ------           ------           ------           ------         ------         ------
Less distributions declared to
  shareholders -
  From net investment income
                                        $(0.30)          $(0.58)          $ --             $(0.24)        $(0.56)        $(0.73)
  From net realized gain on
   investments and foreign
   currency transactions                 (0.08)            --               --              (0.32)          --             --
  In excess of net investment
   income and foreign currency
   transactions                           --               --              (0.06)            --             --             --
  In excess of net realized gain
   on investments and foreign
   currency transactions                  --               --              (0.04)            --             --             --
  From paid-in capital                    --               --              (0.41)           (0.04)         (0.27)         (0.39)
                                        ------           ------           ------           ------         ------         ------
      Total distributions
       declared to shareholders         $(0.38)          $(0.58)          $(0.51)          $(0.60)        $(0.83)        $(1.12)
                                        ------           ------           ------           ------         ------         ------
Net asset value - end of period         $ 7.99           $ 8.07           $ 7.57           $ 8.34         $ 8.00         $ 8.12
                                        ======           ======           ======           ======         ======         ======
Total return<F5>                         3.66%<F2>       15.00%          (3.15)%           12.36%          9.02%         23.78%
Ratios (to average net
  assets)/Supplemental data<F6>:
  Expenses<F4>                           1.25%<F1>        1.54%            1.71%            1.98%          2.02%          1.87%
  Net investment income                  7.30%<F1>        7.86%            6.11%            5.92%          7.47%          9.26%
Portfolio turnover                        132%             249%             153%             275%           423%           671%
Net assets at end of period (000
 omitted)                              $50,814          $41,688          $44,032          $60,120        $77,487        $76,312
<FN>
<F1> Annualized.
<F2> Not annualized.
<F3> Per share data for the periods subsequent to October 31, 1993 is based on
     average shares outstanding.
<F4> For fiscal years ending after September 1, 1995, the Fund's expenses are
     calculated without reduction for fees paid indirectly.
<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> The investment adviser did not impose a portion of its management fee for
     the periods indicated. If this fee had been incurred by the Fund, the net
     investment income per share and ratios would have been:
   Net investment income                $ 0.26           $ 0.53           $ 0.44           $ 0.49         $ 0.61         $ 0.71
   Ratios (to average net assets):
     Expenses<F4>                        2.09%<F1>        2.47%            2.21%            2.14%          2.21%          2.16%
     Net investment income               6.46%<F1>        6.89%            5.62%            5.76%          7.55%          8.97%
</TABLE>

See notes to financial statements

<PAGE>

FINANCIAL STATEMENTS - continued

Financial Highlights - continued
- ------------------------------------------------------------------------------
                                                                   Six Months
                               Year Ended October 31,                   Ended
                               ----------------------------------   April 30,
                                 1990     1989     1988      1987*       1996
- ------------------------------------------------------------------------------
                              Class A                                 Class B
- ------------------------------------------------------------------------------
Per share data (for a share outstanding throughout each period):
Net asset value - beginning
 of period                     $ 8.93   $ 9.60   $ 9.21  $   9.35      $ 8.03
                               ------   ------   ------  --------      ------
Income from investment
  operations# -
  Net investment income(S)     $ 0.86   $ 0.94   $ 0.93  $ 0.0025      $ 0.27
  Net realized and
   unrealized gain (loss) on
   investments and foreign
   currency transactions        (1.03)   (0.38)    0.56   (0.1425)      --
                               ------   ------   ------  --------      ------
      Total from investment
        operations             $(0.17)  $ 0.56   $ 1.49  $(0.1400)     $ 0.27
                               ------   ------   ------  --------      ------
Less distributions declared
  to shareholders -
  From net investment income   $(0.82)  $(1.18)  $(0.69) $  --         $(0.28)
  From net realized gain on
   investments and foreign
   currency transactions         --       --      (0.41)    --          (0.08)
  From paid-in capital          (0.38)   (0.05)    --       --          --
                               ------   ------   ------  --------      ------
      Total distributions
       declared to
       shareholders            $(1.20)  $(1.23)  $(1.10) $  --         $(0.36)
                               ------   ------   ------  --------      ------
Net asset value - end of
  period                       $ 7.56   $ 8.93   $ 9.60  $   9.21      $ 7.94
                               ======   ======   ======  ========      ======
Total return++                (1.62)%    5.85%   16.60%   (1.50)%       3.26%
Ratios (to average net
 assets)/Supplemental data(S):
  Expenses##                    1.47%    1.82%    1.75%     0.57%+      1.95%+
  Net investment income        10.42%   10.05%    9.74%     4.88%+      6.68%+
Portfolio turnover               400%     157%     270%        0%        132%
Net assets at end of period
 (000 omitted)                $74,555  $87,978  $93,819   $78,479     $17,852

  *For the period from October 29, 1987 (commencement of investment operations)
   to October 31, 1987.
  +Annualized.
  #Per share data for the periods subsequent to October 31, 1993 is based on
   average shares outstanding.
 ##For fiscal years ending after September 1, 1995, the Fund's expenses are
   calculated without reduction for fees paid indirectly.
 ++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.
(S)The investment adviser did not impose a portion of its management fee for the
   periods indicated. If this fee had been incurred by the Fund, the net
   investment income per share and ratios would have been:
   Net investment income       $ 0.83     --       --       --         $ 0.24
   Ratios (to average net
     assets):
     Expenses##                 1.81%     --       --       --          2.79%+
     Net investment income     10.08%     --       --       --          5.84%+

See notes to financial statements

<PAGE>

FINANCIAL STATEMENTS - continued

<TABLE>
<CAPTION>
Financial Highlights - continued
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     Six Months
                                  Year Ended October 31,                                  Ended         Year Ended October 31,
                                  -------------------------------------------         April 30,         ----------------------------
                                     1995             1994             1993<F1>            1996           1995           1994<F2>
- -----------------------------------------------------------------------------------------------------------------------------------
                                  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                         $ 7.53           $ 8.33           $ 8.28              $ 8.00         $ 7.53         $ 7.53
                                   ------           ------           ------              ------         ------         ------
Income from investment
 operations<F5> -
  Net investment income<F7>        $ 0.55           $ 0.45           $ 0.04              $ 0.28         $ 0.54         $ 0.12
  Net realized and unrealized
   gain (loss) on investments
   and foreign currency
   transactions                      0.48            (0.78)            0.05                --             0.48          (0.03)
                                   ------           ------           ------              ------         ------         ------
      Total from investment
       operations                  $ 1.03           $(0.33)          $ 0.09              $ 0.28         $ 1.02         $ 0.09
                                   ------           ------           ------              ------         ------         ------
Less distributions declared to
 shareholders -
  From net investment income       $(0.53)          $ --             $(0.03)             $(0.28)        $(0.55)          --
  From net realized gain on
   investments and foreign
   currency transactions             --               --              (0.01)              (0.08)          --             --
  In excess of net
   investment income and
   foreign currency
   transactions                      --              (0.05)            --                   --            --             --
  In excess of net realized
   gain on investments and
   foreign currency transactions     --              (0.03)            --                   --            --             --
  From paid-in capital               --              (0.39)            --                   --            --            (0.09)
                                   ------           ------           ------              ------         ------         ------
      Total distributions
       declared to shareholders    $(0.53)          $(0.47)          $(0.04)             $(0.36)        $(0.55)        $(0.09)
                                   ------           ------           ------              ------         ------         ------
Net asset value - end of
  period                           $ 8.03           $ 7.53           $ 8.33              $ 7.92         $ 8.00         $ 7.53
                                   ======           ======           ======              ======         ======         ======
Total return                       14.23%          (3.97)%            1.15%<F4>           3.45%         14.17%          1.23%<F4>
Ratios (to average net
 assets)/Supplemental data<F7>:
  Expenses<F6>                      2.27%            2.43%            3.03%<F3>           1.87%<F3>      2.20%          2.16%<F3>
  Net investment income             7.15%            5.97%            5.22%<F3>           6.89%<F3>      7.23%          8.99%<F3>
Portfolio turnover                   249%             153%             275%                132%           249%           153%
Net assets at end of period
 (000 omitted)                     $8,365           $5,350             $265              $4,075         $1,060            $13
<FN>
<F1> For the period from the commencement of offering of Class B shares,
     September 7, 1993 to October 31, 1993.
<F2> For the period from the commencement of offering of Class C shares,
     September 1, 1994 to October 31, 1994.
<F3> Annualized.
<F4> Not annualized.
<F5> Per share data for the periods subsequent to October 31, 1993 is based on
     average shares outstanding.
<F6> For fiscal years ending after September 1, 1995, the Fund's expenses are
     calculated without reduction for fees paid indirectly.
<F7> The investment adviser did not impose a portion of its management fee for
     the periods indicated. If this fee had been incurred by the Fund, the net
     investment income per share and ratios would have been:
   Net investment income           $ 0.48           $ 0.41             --                $ 0.24         $ 0.46         $ 0.11
   Ratios (to average net assets):
     Expenses<F6>                   3.20%            2.92%             --                 2.70%<F3>      3.13%          2.65%<F3>
     Net investment income          6.18%            5.48%             --                 6.05%<F3>      6.26%          8.50%<F3>
</TABLE>

See notes to financial statements


<PAGE>

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization
MFS Strategic Income 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
General - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investments in foreign securities are vulnerable to the effects of changes in
the relative values of the local currency and the U.S. dollar and to the
effects of changes in each country's legal and economic environment.

Investment Valuations - 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 market 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. 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. 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, 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.

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.

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 exchange rate of the underlying currency and any gains
or losses are recorded for financial statement purposes as unrealized until
the contract settlement date.

Swap Agreements - The Fund may enter into swap agreements. A swap is an
exchange of cash payments between the Fund and another party which is based on
a specific financial index. Cash payments are exchanged at specified intervals
and the expected income or expense is recorded on the accrual basis. The value
of the swap is adjusted daily and the change in value is recorded as
unrealized appreciation or depreciation. Risks may arise upon entering into
these agreements from the potential inability of counterparties to meet the
terms of their contract and from unanticipated changes in the value of the
financial index on which the swap agreement is based. The Fund uses swaps for
both hedging and non-hedging purposes. For hedging purposes, the Fund may use
swaps to reduce its exposure to interest and foreign exchange rate
fluctuations. For non-hedging purposes, the Fund may use swaps to take a
position on anticipated changes in the underlying financial index.

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 discounts are amortized or accreted for 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.

The Fund invests in high-yield securities rated below investment grade.
Investments in high-yield securities involve greater degrees of credit and
market risks than investments in higher-rated securities, and tend to be more
sensitive to economic conditions.

The Fund uses the effective interest method for reporting interest income on
payment-in-kind (PIK) bonds, whereby interest income on PIK bonds is recorded
ratably by the Fund at a constant yield to maturity. Legal fees and other
related expenses incurred to preserve and protect the value of a security
owned are added to the cost of the security; other legal fees are expensed.
Capital infusions, which are generally non-recurring, incurred to protect or
enhance the value of high-yield debt securities, are reported as an addition
to the cost basis of the security. Costs that are incurred to negotiate the
terms or conditions of capital infusions or that are expected to result in a
plan of reorganization are considered workout expenses and are reported as
realized losses. Ongoing costs incurred to protect or enhance an investment,
or costs incurred to pursue other claims or legal actions, are reported as
operating expenses.

Fees Paid Indirectly - The Fund's custodian bank calculates its fee based on
the Fund's average daily net assets. The fee is reduced according to a fee
arrangement, which provides for custody fees to be reduced based on a formula
developed to measure the value of cash deposited with the custodian by the
Fund. This amount is shown as a reduction of expenses on the Statement of
Operations.

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 tax 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 reported as
distributions in excess of net investment income or accumulated net realized
gains.

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. All
shareholders bear 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.

(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 is computed daily and paid monthly at an effective annual rate
of 0.50% of average daily net assets and 7.14% of investment income. The
investment adviser did not impose a portion of its fee, which is reflected as
a preliminary reduction of expenses on the Statement of Operations.

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 and Mr. Bailey.
Included in Trustees' compensation is a net periodic pension expense of $5,557
for the period ended April 30, 1996.

Distributor - MFD, a wholly owned subsidiary of MFS, as distributor, received
$14,628 for the year ended April 30, 1996 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%
per annum of its average daily net assets attributable to Class A shares 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 retains the
service fee for accounts not attributable to a securities dealer which
amounted to $9,479 for the period ended April 30, 1996. Fees incurred under
the distribution plan during the period ended April 30, 1996 were 0.35% of
average daily net assets attributable to Class A shares on an annualized
basis.

The Class B and Class C distribution plans provide that the Fund will pay MFD
a monthly distribution fee of 0.75% per annum, and a 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. MFD retains the service fee for
accounts not attributable to a securities dealer, which amounted to $1,130 and
$7 for Class B and Class C shares, respectively, for the period ended April
30, 1996. Fees incurred under the distribution plans during the period ended
April 30, 1996 were 1.00% of average daily net assets attributable to Class B
and Class C shares on an annualized basis.

Purchases over $1 million into Class A shares and certain purchases into
retirement plans are subject to a contingent deferred sales charge in the
event of shareholder redemptions within twelve months following such 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. A contingent deferred sales charge is imposed on shareholder
redemptions of Class C shares in the event of a shareholder redemption within
twelve months of purchases made on or after April 1, 1996. MFD receives all
contingent deferred sales charges. Contingent deferred sales charges imposed
during the period ended April 30, 1996 were $0 and $10,192 for Class A and
Class B shares, respectively.

Shareholder Servicing Agent - MFSC, a wholly owned subsidiary of MFS, earns a
fee 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 purchased option transactions
and short-term obligations, were as follows:

                                                 Purchases          Sales
- -------------------------------------------------------------------------
U.S. government securities                     $18,168,047    $15,269,758
                                               ===========    ===========
Investments (non-U.S. government securities)   $73,346,327    $56,923,519
                                               ===========    ===========

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                                                $71,166,585
                                                              ===========
Gross unrealized depreciation                                 $(1,497,549)
Gross unrealized appreciation                                   1,220,574
                                                              -----------
  Net unrealized depreciation                                 $  (276,975)
                                                              =========== 
(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>
Class A Shares
<CAPTION>
                                                    Period Ended                     Year Ended
                                                    April 30, 1996                   October 31, 1995
                                                    -------------------------        ------------------------
                                                        Shares         Amount           Shares         Amount
- -------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>                <C>          <C>
Shares sold                                          1,574,303   $ 12,801,291          599,130   $  4,692,705
Shares issued to shareholders in reinvestment
 of distributions                                       99,493        799,907          127,484        978,866
Shares reacquired                                     (477,822)    (3,843,630)      (1,380,515)   (10,598,878)
                                                     ---------   ------------        ---------   ------------
  Net increase (decrease)                            1,195,974   $  9,757,568         (653,901)  $ (4,927,307)
                                                     =========   ============        =========   ============

Class B Shares
                                                    Period Ended                     Year Ended
                                                    April 30, 1996                   October 31, 1995
                                                    -------------------------        ------------------------
                                                        Shares         Amount           Shares         Amount
- -------------------------------------------------------------------------------------------------------------
Shares sold                                          1,350,499   $ 10,895,892          584,310    $ 4,523,648
Shares issued to shareholders in reinvestment
 of distributions                                       38,268        305,921           33,442        256,014
Shares reacquired                                     (182,200)    (1,453,206)        (286,518)    (2,212,002)
                                                     ---------   ------------        ---------    ------------
  Net increase                                       1,206,567   $  9,748,607          331,234    $ 2,567,660
                                                     =========   ============        =========    ===========

Class C Shares
                                                    Period Ended                     Year Ended
                                                    April 30, 1996                   October 31, 1995
                                                    -------------------------        ------------------------
                                                        Shares         Amount           Shares         Amount
- -------------------------------------------------------------------------------------------------------------
Shares sold                                            422,748   $  3,407,773          174,377    $ 1,348,421
Shares issued to shareholders in reinvestment
 of distributions                                        8,710         69,434            2,067         16,180
Shares reacquired                                      (49,538)      (394,458)         (45,641)      (361,838)
                                                     ---------   ------------        ---------    ------------
  Net increase                                         381,920   $  3,082,749          130,803    $ 1,002,763
                                                     =========   ============        =========    ===========
</TABLE>

(6) Line of Credit
The Fund entered into an agreement which enables it to participate with other
funds managed by 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 period ended April
30, 1996 was $339.

  (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, 1996, is as follows:

<PAGE>

Written Option Transactions
<TABLE>
<CAPTION>
                                                  1996 Calls                              1996 Puts
                                                  ---------------------------------       ---------------------------------
                                                  Principal Amounts                       Principal Amounts
                                                       of Contracts                            of Contracts
                                                       (000 Omitted)       Premiums           (000 Omitted)        Premiums
- ---------------------------------------------------------------------------------------------------------------------------
OUTSTANDING, BEGINNING OF PERIOD -
  <S>                                             <C>                       <C>           <C>                      <C>
  Australian Dollars                                            420         $ 5,108                     401         $ 5,249
  Deutsche Marks                                              1,154           3,095                   1,497           5,450
  Deutsche Marks/British Pounds                               1,996          12,813                    --             --
  Italian Lire/Deutsche Marks                             2,103,796          34,865               2,103,796          77,464
  Japanese Yen                                               70,728          12,307                  39,000           4,258
Options written -
  Australian Dollars                                            949           5,462                     318           1,945
  Canadian Dollars                                            1,505           1,545                   3,102           9,380
  Deutsche Marks                                              9,981          61,545                   --               --
  Deutsche Marks/British Pounds                               2,524          11,220                   --               --
  Italian Lire/Deutsche Marks                             2,852,538          20,736                   --               --
  Japanese Yen                                              303,795          23,815                 628,666          54,195
  Japanese Yen/Deutsche Marks                                 --               --                   456,269          16,266
  New Zealand Dollars                                         --               --                     2,443           3,632
  Spanish Pesetas/Deutsche Marks                              --               --                   122,911           2,973
Options terminated in closing transactions -
  Australian Dollars                                         (1,369)        (10,570)                   (318)         (1,945)
  Deutsche Marks                                             (3,034)        (29,186)                  --               --
  Deutsche Marks/British Pounds                              (3,258)        (18,423)                  --               --
  Italian Lire/Deutsche Marks                            (2,103,796)        (34,865)             (2,103,796)        (77,464)
  Japanese Yen                                             (374,523)        (36,122)               (163,000)        (17,491)
  Japanese Yen/Deutsche Marks                                 --               --                  (456,269)        (16,266)
  New Zealand Dollars                                         --               --                    (2,443)         (3,632)
Options expired -
  Australian Dollars                                          --               --                      (401)         (5,249)
  Canadian Dollars                                           (1,505)         (1,545)                  --               --
  Deutsche Marks                                             (1,154)         (3,095)                 (1,497)         (5,450)
  Deutsche Marks/British Pounds                              (1,262)         (5,610)                  --               --
                                                          ---------         -------                 -------         -------
OUTSTANDING, END OF PERIOD                                2,859,485         $53,095                 630,679         $53,315
                                                          =========         =======                 =======         =======
OPTIONS OUTSTANDING AT END OF PERIOD
  CONSIST OF -
  Canadian Dollars
                                                              --            $  --                     3,102         $ 9,380
  Deutsche Marks                                              6,947          32,359                   --               --
  Italian Lire/Deutsche Marks                             2,852,538          20,736                   --               --
  Japanese Yen                                                --               --                   504,666          40,962
  Spanish Pesetas/Deutsche Marks                              --               --                   122,911           2,973
                                                          ---------         -------                 -------         -------
                                                          2,859,485         $53,095                 630,679         $53,315
                                                          =========         =======                 =======         =======
</TABLE>

At April 30, 1996, the Fund had sufficient cash and/or securities at least
equal to the value of the written options.

<PAGE>

Forward Foreign Currency Exchange Contracts
<TABLE>
<CAPTION>
                                                                                                                   Net Unrealized
                                                           Contracts to                             Contracts        Appreciation
                               Settlement Date          Deliver/Receive      In Exchange for         at Value      (Depreciation)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                         <C>                  <C>                  <C>              <C>
Sales                       5/20/96 -  5/21/96  AUD           1,645,095          $ 1,290,306      $ 1,292,017        $    (1,711)
                                       5/22/96  BEF          40,257,881            1,303,561        1,281,167             22,394
                            5/31/96 - 11/01/96  CAD           1,916,302            1,410,818        1,407,625              3,193
                            5/28/96 -  5/31/96  CHF           4,772,964            4,119,493        3,844,319            275,174
                            5/28/96 -  4/28/97  DEM          35,263,278           23,737,355       23,100,882            636,473
                                       5/31/96  DKK          11,803,735            2,050,776        2,000,969             49,807
                                       5/28/96  ESP         240,305,199            1,922,561        1,886,876             35,685
                                       8/02/96  FIM           5,033,652            1,042,617        1,045,127             (2,510)
                                       5/31/96  FRF          19,927,159            3,946,807        3,858,057             88,750
                                       5/31/96  GBP             706,970            1,076,906        1,063,021             13,885
                                      12/04/96  HKD           5,879,360              757,162          760,160             (2,998)
                            5/06/96 -  8/06/96  ITL       9,141,353,102            5,758,778        5,778,275            (19,497)
                            5/07/96 -  7/25/96  JPY         768,868,312            7,399,372        7,377,954             21,418
                                      10/18/96  NZD             414,274              276,570          279,320             (2,750)
                                       8/02/96  SEK           4,275,301              626,418          628,649             (2,231)
                                                                                 -----------      -----------        -----------
                                                                                 $56,719,500      $55,604,418        $ 1,115,082
                                                                                 ===========      ===========        ===========
Purchases                              5/20/96  AUD           1,781,503          $ 1,404,822      $ 1,399,155        $    (5,667)
                                       5/31/96  CAD             922,078              677,152          677,491                339
                            5/28/96 -  5/31/96  CHF           4,675,472            3,985,041        3,765,815           (219,226)
                            5/28/96 -  8/29/96  DEM          36,583,006           24,767,906       23,936,537           (831,369)
                                       5/28/96  ESP         184,185,120            1,493,127        1,446,222            (46,905)
                                       8/02/96  FIM           1,678,229              347,515          348,448                933
                                       5/31/96  FRF          29,274,235            5,792,340        5,667,726           (124,614)
                                       5/31/96  GBP           1,109,818            1,688,494        1,668,756            (19,738)
                            5/06/96 -  4/28/97  ITL      10,334,913,572            6,504,534        6,570,899             66,365
                            5/31/96 -  8/29/96  JPY       1,119,779,554           10,691,367       10,740,419             49,052
                                                                                 -----------      -----------        -----------
                                                                                 $57,352,298      $56,221,468        $(1,130,830)
                                                                                 ===========      ===========        ===========
</TABLE>

Forward foreign currency exchange contract purchases and sales under master
netting arrangements and closed forward foreign currency exchange contracts
excluded from above amounted to a net receivable of $28,774 at April 30, 1996.

At April 30, 1996, the Fund had sufficient cash and/or securities to cover any
commitments under these contracts.
Interest Rate Swap Agreements
<TABLE>
<CAPTION>
                                                                                  Rate Type
                                                                 -------------------------------------------
Swap                               Notional      Termination           Payments made       Payments received       Unrealized
Counterparty                         Amount             Date             by the Fund             by the Fund     Appreciation
- -----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>         <C>                       <C>                   <C>
J.P. Morgan              1,510,000,000 ITL           4/20/99     Floating - 6M LIBOR          Fixed - 9.535%         $8,410
</TABLE>

At April 30, 1996, the Fund had sufficient cash and/or securities to cover
commitments under these contracts.

(8) Restricted Securities
The Fund may invest not more than 15% of its net assets in securities which
are subject to legal or contractual restrictions on resale. At April 30, 1996,
the Fund owned the following restricted securities (constituting 7.25% 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.
<TABLE>
<CAPTION>
                                                       Date of    Share/
Description                                        Acquisition    Par Amount         Cost          Value
- --------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>           <C>           <C>
Arkwright CSN Trust, 9.625s, 2026                      4/17/96     1,000,000     $999,680     $1,005,620
Atlantic Gulf Communities Corp.              9/21/89 - 9/25/95           100            0            600
Banco de Boston, S.A., 9.125s, 2004                    1/30/96     1,500,000    1,499,325      1,501,875
Brooks Fiber Properties, 1s, 2006                      3/04/96       500,000      303,750        273,750
Cablevision System Corp.                               3/04/96         5,071      518,750        495,690
Continental Cablevision, 8.3s, 2006                    3/26/96       250,000      260,625        255,625
Echostar Satellite Broadcasting, 0s, 2004              3/19/96     1,000,000      603,530        622,500
Gillett Holdings, Inc.                                10/08/92        22,594      213,360        542,256
Hidroelectrica Alicura, 8.375s, 1999                   4/08/94       500,000      470,625        475,000
Time Warner, Inc.                                      4/03/96           100      100,000        100,000
                                                                                               ---------
                                                                                              $5,272,916
                                                                                              ==========
</TABLE>

<PAGE>

REPORT OF ERNST &  YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees of MFS Series Trust VIII and Shareholders of MFS Strategic
  Income Fund:

We have audited the accompanying statement of assets and liabilities of MFS
Strategic Income Fund (previously MFS Income & Opportunity Fund), including
the schedule of portfolio investments as of April 30, 1996, the related
statement of operations for the six month period ended April 30, 1996, and the
statement of changes in net assets for the six month period ended April 30,
1996 and for the year ended October 31, 1995, and the financial highlights for
the six month period ended April 30, 1996 and for each of the two years in the
period ended October 31, 1995. 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. The financial highlights for each of the six
years in the period ended October 31, 1993 and for the period October 29, 1987
(commencement of investment operations) to October 31, 1987 for Class A
shares, and for the period from September 7, 1993 (commencement of investment
operations) to October 31, 1993 for Class B shares, were audited by other
auditors whose report dated December 16, 1993 expressed an unqualified opinion
on those financial highlights.

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 securities
owned as of April 30, 1996, by correspondence with the custodian and brokers
or by other appropriate auditing procedures where replies from brokers were
not received. 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, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of MFS
Strategic Income Fund at October 31, 1995, the results of its operations for
the six month period ended April 30, 1996, the changes in its net assets for
the six month period ended April 30, 1996 and for the year ended October 31,
1995, and the financial highlights for the six months period ended April 30,
1996 and for each of the two years in the period ended October 31, 1995, in
conformity with generally accepted accounting principles.

Boston, Massachusetts                        /s/ Ernst & Young LLP
May 31, 1996
                 --------------------------------------------
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) STRATEGIC                                               -----------------
INCOME FUND           [DALBAR LOGO]                              BULK RATE
                                                                 U.S. POSTAGE
                                                                 P A I D
500 Boylston Street                                              PERMIT #55638
Boston, MA 02116                                                 BOSTON, MA
                                                               -----------------

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THE FIRST NAME IN MUTUAL FUNDS










                                                    MSI-3 6/96 10.5M  34/234/334




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