MFS SERIES TRUST VIII
497, 1999-06-22
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                          MFS(R) STRATEGIC INCOME FUND


            Supplement dated March 1, 1999 (as revised June 14, 1999)
                           to the Current Prospectus


This Supplement  describes the fund's class I shares, and it supplements certain
information in the fund's  Prospectus  dated March 1, 1999. The caption headings
used in  this  Supplement  correspond  with  the  caption  headings  used in the
Prospectus.

You may  purchase  class I  shares  only  if you are an  eligible  institutional
investor, as described under the caption "Description of Share Classes" below.

1.   RISK RETURN SUMMARY

     Performance Table. The "Performance  Table" is intended to indicate some of
the risks of investing in the fund by showing changes in the fund's  performance
over time. The table is supplemented as follows:

     Average Annual Total Returns as of December 31, 1998

                                                         1 Year   5 Year 10 Year
                                                         ------   ------ -------
      Class I shares                                     (0.43)%   5.13%   5.13%
      Credit Suisse First Boston High Yield Index++*      0.58%    8.16%  10.74%
      Lehman Brothers Government Corporate Bond Index+**  9.49%    7.31%   9.24%
      Salomon Brothers World Governments Bond Index+***  15.29%    7.84%   8.97%
- -----------------------------
+        Source:  CDA/Wiesenberger
++       Source:  AIM
*        The  Credit  Suisse  First  Boston  High Yield  Index is a broad  based
         unmanaged, trader-priced portfolio constructed to mirror the high-yield
         debt market.
**       The Lehman  Brothers  Government/Corporate  Bond Index is an unmanaged,
         market-value-weighted  index  of  all  debt  obligations  of  the  U.S.
         Treasury  and  U.S.  government  agencies  (excluding   mortgage-backed
         securities)  and of all  publicly  issued  fixed-rate,  nonconvertible,
         investment-grade domestic corporate debt.
***      The Salomon  Brothers  World  Governments  Bond Index is unmanaged  and
         consists of  complete  universes  of  government  bonds with  remaining
         maturities of at lest five years.

The fund commenced  investment  operations on October 29, 1987 with the offering
of class A shares,  and subsequently  offered class I shares on January 8, 1997.
Class I share performance  includes the performance of the fund's class A shares
for periods prior to the offering of class I shares.  This blended class I share
performance  has been adjusted to take into account the fact that class I shares
have no initial  sales  charge  (load).  This blended  performance  has not been
adjusted to take into account  differences in class specific operating expenses.
Because  operating  expenses  of class I shares  are lower than those of class A
shares,  this blended class I share performance is lower then the performance of
class I shares  would have been had class I shares  been  offered for the entire
period.

2.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
may pay  when  you buy,  redeem  and  hold  shares  of the  fund.  The  table is
supplemented as follows:

     Annual  Fund  Operating  Expenses  (expenses  that are  deducted  from fund
assets):


         Management Fees...................................        1.15%
         Distribution and Service (12b-1) Fees.............        0.00%
         Other Expenses(1) ................................        0.38%
                                                                   ----
         Total Annual Fund Operating Expenses..............        1.53%
           Fee Waiver and/or Expense Reimbursement(2)......        1.00%
                                                                   ----
           Net Expenses....................................        0.53%

- -----------------------------
<PAGE>

(1)    The fund has an  expense  offset  arrangement  which  reduces  the fund's
       custodian  fee based upon the amount of cash  maintained by the fund with
       its  custodian  and dividend  disbursing  agent.  The fund may enter into
       other similar  arrangements and directed  brokerage  arrangements,  which
       would  also have the  effect of  reducing  the  fund's  expenses.  "Other
       Expenses"  do  not  take  into  account  these  expense  reductions,  and
       therefore do not represent the actual expenses of the fund.
(2)    MFS has  agreed to waive its right to  receive  the  management  fee to a
       maximum of 0.50%  annually of the  average  daily net assets of the Fund.
       MFS  has  also  agreed  to bear  all of the  fund's  expenses,  excluding
       management  fees,  distribution  and service fees,  taxes,  extraordinary
       expenses,  brokerage and transaction  costs and class specific  expenses.
       These  contractual fee arrangements  will remain in effect until at least
       March 1, 2000  absent an earlier  modification  approved  by the board of
       trustees which oversees the Fund.

Example of Expenses.  The  "Example of  Expenses"  table is intended to help you
compare the cost of  investing  in the fund with the cost of  investing in other
mutual funds. The table is supplemented as follows:

              Share Class         Year 1       Year 3      Year 5      Year 10
              -----------         ------       ------      ------      -------


             Class I shares        $54          $170        $296         $665


3.   DESCRIPTIONS OF SHARE CLASSES

The "Description of Share Classes" is supplemented as follows:

If you are an eligible  institutional  investor (as  described  below),  you may
purchase  class I shares at net asset value  without an initial  sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.

The following eligible institutional investors may purchase class I shares:

     o    certain  retirement plans  established for the benefit of employees of
          MFS and employees of MFS' affiliates;

     o    any  fund  distributed  by MFS,  if the  fund  seeks  to  achieve  its
          investment  objective by investing primarily in shares of the fund and
          other MFS funds;

     o    any retirement plan, endowment or foundation which:

               purchases  shares  directly  through MFD (rather  than  through a
               third party broker or dealer or other financial adviser);

               has, at the time of purchase of class I shares,  aggregate assets
               of at least $100 million; and

               invests at least $10 million in class I shares of the fund either
               alone or in  combination  with  investments  in class I shares of
               other  MFS  Funds  (additional  investments  may be  made  in any
               amount).

         MFD may accept purchases from smaller plans,  endowments or foundations
         or in smaller amounts if it believes, in its sole discretion, that such
         entity's  aggregate  assets will equal or exceed $100 million,  or that
         such entity will make additional investments which will cause its total
         investment to equal or exceed $10 million,  within a reasonable  period
         of time;

     o   bank trust  departments  or law firms  acting as trustee or manager for
         trust accounts which initially invest,  on behalf of their clients,  at
         least  $100,000 in class I shares of the fund  (additional  investments
         may be made in any amount). MFD may accept smaller initial purchases if
         it believes, in its sole discretion,  that the bank trust department or
         law firm  will  make  additional  investments,  on  behalf of its trust
         clients,  which  will  cause  its total  investment  to equal or exceed
         $100,000 within a reasonable period of time; and

     o   certain   retirement  plans  offered,   administered  or  sponsored  by
         insurance companies,  provided that these plans and insurance companies
         meet certain criteria established by MFD from time to time.
<PAGE>

In no event will the fund,  MFS,  MFD or any of their  affiliates  pay any sales
commissions or  compensation  to any third party in connection  with the sale of
class I shares. The payment of any such sales commission or compensation  would,
under the fund's policies,  disqualify the purchaser as an eligible  investor in
class I shares.

4.   HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The discussion of "How to Purchase,  Exchange and Redeem Shares" is supplemented
as follows:

You may  purchase,  redeem and  exchange  class I shares only  through  your MFD
representative  or by contacting  MFSC (see the back cover of the Prospectus for
address  and phone  number).  You may  exchange  your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.

5.   FINANCIAL HIGHLIGHTS

The "Financial  Highlights"  table is intended to help you understand the fund's
financial performance. It is supplemented as follows:

Financial Statements - class I Shares
<TABLE>
<CAPTION>
<S>                                                                <C>                      <C>
                                                                   Year Ended               Period Ended
                                                               October 31, 1998         October 31, 1997*
Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                               $ 8.25                   $  8.15
                                                                    ------                   -------
Income from Investment Operations# -
     Net investment income lossss.                                  $ 0.72                   $  0.49
     Net realized and unrealized gain on investments
       and foreign currency transactions                             (0.85)                     0.15
                                                                    --------                 --------
         Total from investment operations                           $(0.13)                  $  0.64
                                                                    -------                  -------
Less distributions declared to shareholders -
     From net investment income                                     $(0.66)                  $ (0.54)
     From net realized gain on investments and
       foreign currency transactions                                $(0.13)                      --
                                                                    -------                  -------
Net asset value - end of period                                     $ 7.33                   $  8.25
                                                                    ------                   -------
Total return                                                         (2.00)%                    5.98%++
Ratios (to average net assets)/Supplemental datass. -
Expenses##                                                            0.50%                     0.44%+
Net investment loss                                                   8.51%                     7.69%+
Portfolio turnover                                                    299%                      217%
Net assets at end of period (000 omitted)                            $238                      $230
</TABLE>

- ----------------------------------------

*    For  the  period  from  the  inception  of  class  I  shares,   January  8,
     1997,through October 31, 1997.
+    Annualized.
++   Not annualized.
#    Per share data are based on average shares outstanding.
##   The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian and dividend disbursing agent. The fund's expenses are calculated
     without reduction for this expense offset arrangement.
ss.  The Investment Adviser and/or the distributor  voluntarily waived a portion
     of  their   management   and/or   other  fees  and/or   distribution   fee,
     respectively,  for certain periods indicated.  If the fee had been incurred
     by the Fund, the net investment  income per share and the ratios would have
     been:
<TABLE>
<CAPTION>
           <S>                                                       <C>                       <C>
           Net investment loss                                       $0.63                     $0.40
           Ratios (to average net assets):
                Expenses##                                            1.49%                     1.66%+
                Net Investment loss                                   7.49%                     6.47%+
</TABLE>


                The date of this Supplement is March 1, 1999 (as
                            revised June 14, 1999).



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