MFS INSTITUTIONAL TRUST
497, 1996-01-05
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                             MFS INSTITUTIONAL TRUST

                    MFS INSTITUTIONAL EMERGING EQUITIES FUND
                         (THE "EMERGING EQUITIES FUND")

                 MFS INSTITUTIONAL CORE PLUS FIXED INCOME FUND
                             (THE "CORE PLUS FUND")

                 Supplement to the December 1, 1995 Prospectus


The  description  of  portfolio  manager(s)  on page 22 of the  Prospectus  with
respect to the  Emerging  Equities  Fund has been  deleted  and  replaced in its
entirety by the following:

         "John W.  Ballen,  a Senior Vice  President  of the  Adviser,  has been
         employed as a portfolio  manager by the Adviser since 1984 and has been
         one of the  Fund's  portfolio  managers  since  the  Fund's  inception.
         Christian A. Felipe,  a Senior Vice President of the Adviser,  has been
         employed as a portfolio  manager by the Adviser since 1986 and has been
         one of the Fund's portfolio managers since the Fund's inception.  Brian
         E. Stack,  a Vice  President  of the  Adviser,  has been  employed as a
         securities  analyst by the Adviser since 1993. Prior to 1993, Mr. Stack
         was employed by Robertson,  Stephens & Co. as a securities analyst. Mr.
         Stack has been one of the Fund's  portfolio  managers  since January 1,
         1996."

The  description  of  portfolio  manager(s)  on page 22 of the  Prospectus  with
respect to the Core Plus Fund has been  deleted and  replaced in its entirety by
the following:

         "Geoffrey L. Kurinsky, a Senior Vice President of the Adviser, has been
         employed as a portfolio  manager by the  Adviser  since 1987.  Peter C.
         Vaream,  a Vice  President  of the  Adviser,  has  been  employed  as a
         portfolio  manager by the Adviser since 1992. Prior to 1992, Mr. Vaream
         was  employed  by  the  corporate  finance  and  taxable  fixed  income
         departments  of  First  Boston  Corporation.  Kevin M.  Cronin,  a Vice
         President of the Adviser,  has been employed as a portfolio  manager by
         the  Adviser  since 1993.  Prior to 1993,  Mr.  Cronin was  employed by
         Liberty Mutual Insurance Company as a portfolio manager.

                The date of this Supplement is January 5, 1996.


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