MFS UNION STANDARD TRUST
497, 1997-08-06
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                         MFS UNION STANDARD EQUITY FUND

    Supplement to the August 1, 1997 Prospectus and Statement of Additional
                                  Information


         The  following  information  should  be read in  conjunction  with  the
Fund's Prospectus and Statement of Additional  Information ("SAI"), dated August
1, 1997, and contains a description of Class I shares.

         Class I shares are  available  for purchase  only by certain  investors
as described under the caption "Eligible Purchasers" below.

EXPENSE SUMMARY

Shareholder Transaction Expenses:                                       Class I
  Maximum Initial Sales Charge Imposed on Purchases of Fund
   Shares (as a percentage of offering price)                            None
  Maximum Contingent Deferred Sales Charge (as a percentage
   of original purchase price or redemption proceeds, as applicable)     None

Annual Operating Expenses of the Fund (as a percentage of average net assets):
  Management Fees                                                        0.65%
  Rule 12b-1 Fees                                                        None
  Other Expenses (after expense limitation)(1)(2)                        0.20%
  Total Operating Expenses (after expense limitation)(2)                 0.85%
                                                                         =====
  
 (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,  and may enter into other
     such  arrangements and directed  brokerage  arrangements  (which would also
     have  the  effect  of  reducing   the  Fund's   expenses).   Any  such  fee
     reductions are not reflected under "Other Expenses."
(2)  The Adviser has agreed to bear the Fund's  expenses  attributable  to Class
     I  shares,   subject  to  reimbursement  by  the  Fund,  such  that  "Other
     Expenses"  do not exceed  0.20% per annum of the  average  daily net assets
     during the current  fiscal year.  Otherwise,  "Other  Expenses"  and "Total
     Operating Expenses" on  Class  I  shares  would  be  0.43%  and  1.08%,
     respectively.


                              Example of Expenses

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

                         Period                   Class I

                          1 year..............      $ 9
                          3 years.............       27
                          5 years.............       47
                          10 years............      105

     The  purpose  of the  expense  table  above is to assist  investors  in
understanding  the various  costs and expenses  that a  shareholder  of the Fund
will bear  directly or  indirectly.  A more complete  description  of the Fund's
management  fee is set forth under the caption  "Management  of the Fund" in the
Prospectus.

The  "Example"  set forth above  should not be  considered a  representation  of
past or future  expenses  of the Fund;  actual  expenses  may be greater or less
than those shown.
<PAGE>
ELIGIBLE PURCHASERS

Class I shares are  available  for  purchase  only by the  following  purchasers
("Eligible Purchasers"):

(i)  certain  retirement  plans  established  for the  benefit of  employees  of
     Massachusetts  Financial  Services Company ("MFS"),  the Fund's  investment
     adviser, and employees of MFS' affiliates;

(ii) any fund distributed by MFS Fund  Distributors,  Inc.  ("MFD"),  the Fund's
     distributor,  if the fund  seeks to achieve  its  investment  objective  by
     investing  primarily in shares of the Fund and other funds  distributed  by
     MFD;

(iii)any  retirement  plan,  endowment or  foundation  which:  (a) purchases
     shares  directly  through MFD (rather  than through a third party broker or
     dealer  or  other  financial  intermediary);  and (b)  invests  at least $3
     million in Class I shares of the Fund either alone or in  combination  with
     investments  in  Class I shares  of  other  MFS  funds  distributed  by MFD
     (additional  investments may be made in any amount);  provided that MFD may
     accept   purchases  in  smaller  amounts  if  it  believes,   in  its  sole
     discretion,  that such entity will make additional  investments  which will
     cause  its  total  investment  to  equal or  exceed  $3  million,  within a
     reasonable period of time; and

(iv) bank trust  departments  which initially  invest,  on behalf of their trust
     clients,  at  least  $100,000  in Class I  shares  of the Fund  (additional
     investments  may be made  in any  amount);  provided  that  MFD may  accept
     smaller  initial  purchases if it believes,  in its sole  discretion,  that
     the bank trust  department 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.

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 of Class I shares.

SHARE CLASSES OFFERED BY THE FUND

     Four  classes of shares of the Fund  currently  are  offered  for sale:
Class A shares,  Class B  shares,  Class C shares  and  Class I shares.  Class I
shares are  available  for  purchase  only by  Eligible  Purchasers,  as defined
above,  and are  described in this  Supplement.  Class A shares,  Class B shares
and Class C shares are  described  in the Fund's  Prospectus  and are  available
for purchase by the general public.

     Class A shares  are  offered at net asset  value plus an initial  sales
charge  up to a  maximum  of  5.75%  of  the  offering  price  (or a  contingent
deferred  sales  charge (a  "CDSC") of 1.00%  upon  redemption  during the first
year in the case of  purchases  of $1 million or more and certain  purchases  by
retirement  plans),  and are subject to an annual  distribution  fee and service
fee up to a maximum  of 0.35%  per  annum.  Class B shares  are  offered  at net
asset  value  without an  initial  sales  charge but are  subject to a CDSC upon
redemption  (declining  from 4.00%  during the first year to 0% after six years)
and an annual  distribution  fee and  service  fee up to a maximum  of 1.00% per
annum;  Class B  shares  convert  to Class A shares  approximately  eight  years
after  purchase.  Class C shares  are  offered  at net asset  value  without  an
initial  sales charge but are subject to a CDSC upon  redemption of 1.00% during
the first year and an annual  distribution  fee and  service fee up to a maximum
of 1.00% per annum.  Class I shares are  offered at net asset  value  without an
initial  sales charge or CDSC and are not subject to a  distribution  or service
fee.  Class A, Class C and Class I shares do not  convert to any other  class of
shares of the Fund.

OTHER INFORMATION

     Eligible  Purchasers may only purchase Class I shares directly  through
MFD.  Class I shares do not have  exchange  privileges  with any other MFS Fund.
Eligible  Purchasers  may redeem  Class I shares of the Fund at net asset value.
Distributions  paid by the Fund with  respect to Class I shares  generally  will
be greater  than those paid with  respect to Class A shares,  Class B shares and
Class C shares because expenses  attributable to Class A shares,  Class B shares
and Class C shares generally will be higher.

                 The date of this Supplement is August 1, 1997


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