MFS SERIES TRUST XI
497, 1998-11-02
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                      MFS(R) Union Standard(R) Equity Fund

                  Supplement to the February 1, 1998 Prospectus

         Effective October 8, 1998, MFS terminated its contractual relationships
with American  Capital  Strategies,  Ltd.  ("ACS").  ACS was retained to perform
three functions:

              to screen companies for consideration for investment by the Fund,
              based on certain  labor-sensitive  criteria  and to  maintain  the
              Labor Sensitivity Index ("LSI"), a common stock index comprised of
              these companies;

              to administer  the affairs of the Labor  Advisory  Board ("LAB"),
              which is comprised of senior labor  officials,  senior managers of
              companies with significant  labor  contracts,  academics and other
              national  labor  leaders  or  experts,  and which  assists  in the
              screening process; and

              to vote proxies of companies included in the Fund's portfolio.

         MFS has arranged replacement services for each of these functions:

              MFS has  retained  Teresa  Ghilarducci  and  Patrick  Mason  (the
              "Consultants")   to  screen   companies  for   consideration   for
              investment   by  the  Fund  based  on  certain   labor-sensitivity
              criteria.  Ms.  Ghilarducci  is the Director of the Higgins  Labor
              Research  Center of the  University  of Notre Dame  Department  of
              Economics,  and both Ms.  Ghilarducci and Mr. Mason are professors
              with the  University of Notre Dame  Department  of Economics.  The
              Consultants  will  provide MFS with a list of  screened  companies
              (the  "Screened  Company  List")  from which  investments  will be
              chosen by MFS for the Fund, and will update this List from time to
              time;

              The LAB will continue to assist in the screening process and will
              work directly with the Consultants; and

              MFS has retained JMR/Financial, Inc. to vote proxies of companies
              included  in  the  Fund's  portfolio.  JMR/Financial,  Inc.  is an
              investment  adviser  registered  with the  Securities and Exchange
              Commission,  and  provides  substantially  the same  proxy  voting
              services as had been provided by ACS.

         MFS and the Fund have no further access to or the right to use the LSI.
The Fund now invests,  under normal market conditions,  not less than 65% of its
total  assets  in  equity  securities  of  companies  that  are on the  Screened
Companies List provided to MFS by the Consultants.

                The date of this Supplement is October 30, 1998.



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