MFS SERIES TRUST XI
497, 1999-03-08
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                               VERTEX ALL CAP FUND

                      Supplement to the Current Prospectus


The  description  of  portfolio  manager  under the  "Management  of the Funds -
Investment Adviser" section is hereby restated as follows:

          All Cap Fund - John W. Ballen,  President and Chief Investment Officer
          of the Adviser,  is the portfolio  manager of the Fund. Mr. Ballen has
          been employed as a portfolio manager by the Adviser since 1984.































                  The date of this Supplement is March 5, 1999.



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