MFS INSTITUTIONAL TRUST
497, 1996-06-24
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                 MFS INSTITUTIONAL EMERGING MARKETS INCOME FUND
                          (the "Emerging Markets Fund")

                Supplement to the December 1, 1995 Prospectus and
                       Statement of Additional Information


         The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information dated December 1, 1995.

         The first two paragraphs on page 8 of the Prospectus  under the caption
"Investment  Objectives and Policies - Emerging Markets Fund" are hereby deleted
and replaced in their entirety by the following:

                "Emerging Markets Fund -- The Emerging Markets Fund's investment
                objective  is to seek  total  return  (high  current  income and
                long-term growth of capital).

                The Fund seeks to achieve  its  objective  by  investing,  under
                normal  market  conditions,  at least 65% of its total assets in
                fixed  income  securities  of  government,   government-related,
                supranational  and  corporate  issuers  located,   or  primarily
                conducting their business,  in emerging markets (see "Investment
                Techniques  - Fixed  Income  Securities  and -  Emerging  Market
                Securities" below.

         Until such time as the net assets of the Fund  reach $10  million,  the
Fund  has  adopted  the  investment  policy  to  invest,   under  normal  market
conditions,  at least 65% of its total  assets  in the fixed  income  securities
listed above,  and in forward  foreign  currency  exchange  contracts  ("forward
contracts").  See "Investment Techniques - Forward Contracts" in the Prospectus.
The Fund  intends to enter into  forward  contracts  as an  alternate  method of
gaining exposure to certain emerging  markets,  and expects to achieve a similar
benefit  from  entering  into a  forward  contract  denominated  in a  country's
currency as from the purchase of an emerging market debt security.

         To more accurately reflect the Fund's investment policies,  the name of
the Fund was changed from MFS  Institutional  Emerging Markets Fixed Income Fund
to MFS Institutional Emerging Markets Income Fund.


                  The Date of this Supplement is June 25, 1996


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