MFS SERIES TRUST XI
497, 1998-07-16
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                        MFS(R) Union Standard Equity Fund
                      Supplement to the Current Prospectus


This Supplement describes certain changes, effective immediately,  to the Fund's
Prospectus.

              The  initial  sales  charge  on Class A shares  will be  waived on
              shares  purchased  using  redemption   proceeds  from  a  separate
              institutional   account  of  Connecticut  General  Life  Insurance
              Company with  respect to which MFS  Institutional  Advisors,  Inc.
              acts as investment  adviser. No commissions will be payable to any
              dealer,  bank or other  financial  intermediary  with  respect  to
              shares purchased in this manner.

                 The date of this Supplement is July 10, 1998.



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