MFS INSTITUTIONAL TRUST
497, 1996-05-23
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                  MFS INSTITUTIONAL CORE PLUS FIXED INCOME FUND
                         MFS INSTITUTIONAL RESEARCH FUND
                  MFS INSTITUTIONAL MID-CAP GROWTH EQUITY FUND
                   MFS INSTITUTIONAL INTERNATIONAL EQUITY FUND

                  Supplement to the December 1, 1995 Prospectus


                                    Core Plus  Research  Mid-Cap  International
EXPENSE SUMMARY                       Fund       Fund     Fund     Equity Fund

Shareholder Transaction Expenses
     Maximum Sales Load Imposed on
        Purchases of Shares.......... None      None      None        None
     Maximum Sales Load Imposed on
        Reinvested Dividends and
        Distributions................ None      None      None        None

Annual Operating Expenses (as a percentage of average net assets):
     Management Fees................. 0.45%     0.60%     0.60%       0.75%
     Other Expenses (after
        applicable fee
        reduction)(1)(2)............. 0.05%     0.05%     0.05%       0.10%
     Total Operating Expenses
        (after applicable fee
        reduction)(2)................ 0.50%     0.65%     0.65%       0.85%
- -----------------------------

(1)  "Other  Expenses"  are based on estimates for each Fund's fiscal year
     ending June 30, 1996.
(2)  MFS has  agreed  to bear  expenses  of each  Fund  such  that  each  Fund's
     aggregate expenses do not exceed the following percentage, on an annualized
     basis, of its average daily net assets:  0.50% of the Core Plus Fund, 0.65%
     of  the  Research  Fund,  0.65%  of  the  Mid-Cap  Fund  and  0.85%  of the
     International Equity Fund. Each arrangement may be terminated or revised by
     MFS at any  time.  See  "Information  Concerning  Shares  of  the  Funds  -
     Expenses"  below.  Absent  these  expense  arrangements,  estimated  "Other
     Expenses" and "Total Operating Expenses" for each respective Fund would be,
     on an  annualized  basis,  respectively,  3.63%  and 4.08% of the Core Plus
     Fund,  respectively,  3.63% and 4.23% of the Research  Fund,  respectively,
     3.63% and 4.23% of the Mid-Cap Fund,  respectively,  and 3.63% and 4.38% of
     the International Equity Fund, respectively.

                               Example of Expenses

An  investor  would pay the  following  dollar  amounts of  expenses on a $1,000
investment in each Fund,  assuming (a) a 5% annual return and (b)  redemption at
the end of each of the time periods indicated:

                                    Core Plus  Research  Mid-Cap  International
     Period                           Fund       Fund     Fund     Equity Fund

     1 year.......................... $ 5       $ 7       $ 7         $ 9
     3 years......................... $16       $21       $21         $27

INFORMATION CONCERNING SHARES OF THE FUNDS - EXPENSES

The "Expense"  section of the Prospectus with respect to the Core Plus Fund, the
Research Fund, the Mid-Cap Fund and the International Equity Fund, is amended as
follows:

     MFS has also agreed,  effective  as of May 1, 1996,  to pay the expenses of
     each of the Core Plus Fund,  the  Research  Fund,  the Mid-Cap Fund and the
     International  Equity Fund such that the  aggregate  operating  expenses of
     each Fund do not exceed the following  percentage,  on an annualized basis,
     of its average daily net assets:  0.50% of the Core Plus Fund, 0.65% of the
     Research  Fund,  0.65% of the Mid-Cap  Fund and 0.85% of the  International
     Equity Fund.  Each  obligation to pay expenses may be terminated or revised
     at any time by MFS  without  the consent of the Trust or the Fund by notice
     in  writing  from MFS to the  Trust on behalf  of the  Fund.  The  previous
     expense reimbursement agreement is no longer in effect for these Funds.

                             The Date of this  Supplement is May 22, 1996.


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