MFS SERIES TRUST XI
497, 1999-09-28
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<PAGE>

                         MFS UNION STANDARD EQUITY FUND

      Supplement dated February 1, 1999 (as revised October 1, 1999) to the
             Prospectus and Statement of Additional Information of
                  MFS Union Standard Equity Fund (the "Fund")

     The following  information  should be read in  conjunction  with the Fund's
Prospectus and Statement of Additional  Information ("SAI"), also dated February
1, 1999, 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

<TABLE>
<CAPTION>
<S>                                                                                              <C>
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%
</TABLE>
- -----------------
(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,   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 0.32% and 0.97%, respectively.  See "Information Concerning
     Shares of the Fund - Expenses" in the Prospectus.

                               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.


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<PAGE>


                        CONDENSED FINANCIAL INFORMATION

     The  following   information  has  been  audited  and  should  be  read  in
conjunction with the financial  statements  included in the Fund's Annual Report
to  Shareholders  which are  incorporated  by reference into the SAI in reliance
upon the report of the Fund's independent  auditors,  given upon their authority
as experts in  accounting  and  auditing.  The Fund's  independent  auditors are
Deloitte & Touche LLP.

Financial Highlights - Class I Shares

<TABLE>
<CAPTION>
<S>                                                               <C>      <C>       <C>     <C>    <C>    <C>
                                                                                                    Period Ended
                                                                       Year Ended September 30,     September 30,
                                                                  1998     1997      1996    1995       1994****

Per share data (for a share outstanding throughout each period):
Net asset value - beginning of period                             $16.43   $13.85    $11.85   $ 9.64     $ 10.00
                                                                  ------   ------    ------   ------     -------
Income from investment operations# -
     Net investment incomess.                                     $ 0.16   $ 0.17    $ 0.18   $ 0.17     $  0.12
     Net realized and unrealized gain (loss) on investments         1.94     4.01      2.25     2.14       (0.48)
                                                                  ------   ------    ------   ------     --------
         Total from investment operations                         $ 2.10   $ 4.18    $ 2.43   $ 2.31     $ (0.36)
                                                                  ------   ------    ------   ------     --------
Less distributions declared to shareholders -
     From net investment income                                   $(0.18)  $(0.19)   $(0.15)  $(0.10)    $   --
     From net realized gain on investments                         (1.39)   (1.41)    (0.28)    --           --
                                                                  -------  -------   -------  ------     --------
         Total distributions declared to shareholders             $(1.57)  $(1.60)   $(0.43)  $(0.10)        --
                                                                  -------  -------   -------  -------    --------
Net asset value - end of period                                   $16.96   $16.43    $13.85   $11.85     $  9.64
                                                                  ------   ------    ------   ------     -------
Total return                                                       13.74%   32.51%    20.96%   24.21%      (3.60)%++
Ratios (to average net assets)/Supplemental datass.
     Expenses                                                       0.85%    0.97%     1.00%    1.00%       1.00%+
     Net investment income                                          0.95%    1.12%     1.36%    1.58%       1.55%+
Portfolio turnover                                                    43%      49%       81%     125%         48%
Net assets at end of period (000 omitted)                         $76,408  $68,527   $49,318  $35,842    $22,184
</TABLE>
- -----------------
***  For the period from the commencement of the Fund's  investment  operations,
     January 14, 1994, through September 30, 1994.
+    Annualized.
++   Not annualized.
#    Per share data are based on average shares outstanding.
##   For fiscal years ending after  September 1, 1995,  the Fund's  expenses are
     calculated without reduction for fees paid indirectly.
ss.  Effective  February  1, 1997  subject  to  reimbursement  by the Fund,  the
     investment  adviser  voluntarily  agreed to maintain  expenses of the Fund,
     exclusive of management,  distribution,  and service fees, at not more than
     0.20% of Fund's  average daily net assets.  Prior to February 1, 1997,  the
     investment adviser  voluntarily agreed to maintain the expenses of the Fund
     at not more than  1.00% of the  Fund's  average  daily net  assets.  To the
     extent actual expenses were over/under this limitation,  the net investment
     income per share and the ratios would have been:
<TABLE>
<CAPTION>
     <S>                                                          <C>      <C>       <C>      <C>        <C>
     Net investment income                                        $ 0.14   $ 0.15    $ 0.18   $ 0.16     $ 0.07
     Ratios (to average net assets):
         Expenses##                                                 0.97%    1.11%     1.03%    1.12%      1.64%+
         Net investment income                                      0.83%    0.98%     1.33%    1.49%      0.9%+
</TABLE>


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<PAGE>


                              ELIGIBLE PURCHASERS

     Class I shares are available  for purchase  only by the following  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;

(iv) bank trust  departments or law firms acting as trustee or manager for trust
     accounts  which,  on behalf of their clients (i) initially  invest at least
     $100,000  in  class I  shares  of the  fund or (ii)  have,  at the  time of
     purchase  of class I  shares,  aggregate  assets  of at least  $10  million
     invested in class I shares of the fund either alone or in combination  with
     investments in class I shares of other MFS Funds.  MFD may accept purchases
     that do not meet these dollar qualification requirements if it believes, in
     its  sole  discretion,  that  these  requirements  will  be  met  within  a
     reasonable  period  of  time.  Additional  investments  may be  made in any
     amount; and

(v)  certain  retirement  plans offered,  administered or sponsored by insurance
     companies,  provided that these plans and insurance  companies meet certain
     criteria established by MFD from time to 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.


                                       3
<PAGE>


                               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 February 1, 1999 (as revised October 1, 1999).



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