MFS VARIABLE INSURANCE TRUST
497, 1999-10-15
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[MFS 75 YEAR LOGO]



     MFS(R) VARIABLE INSURANCE TRUST (SM)


     M A Y   1 ,  1 9 9 9                                             Prospectus


     MFS(R) NEW DISCOVERY SERIES


     MFS(R) UTILITIES SERIES


     MFS(R) GLOBAL GOVERNMENTS SERIES

- --------------------------------------------------------------------------------

This Prospectus describes three of the series of the MFS Variable Insurance
Trust (referred to as the trust):


 1. MFS New Discovery Series seeks capital appreciation (referred to as the New
    Discovery Series);

 2. MFS Utilities Series seeks capital growth and current income (income above
    that available from a portfolio invested entirely in equity securities)
    (referred to as the Utilities Series); and

 3. MFS Global Governments Series seeks income and capital appreciation
    (referred to as the Global Governments Series).

The Securities and Exchange Commission has not approved the series' shares or
determined whether this prospectus is accurate or complete. Anyone who tells
you otherwise is committing a crime.
<PAGE>


<TABLE>
<CAPTION>
                                                                      Page
                               TABLE OF CONTENTS
<S>   <C>                                                             <C>
I     Expense Summary ............................................     1
II    Risk Return Summary ........................................     2
       1. New Discovery Series ...................................     2
       2. Utilities Series .......................................     4
       3. Global Governments Series ..............................     9
III   Certain Investment Strategies and Risks ....................    14
IV    Management of the Series ...................................    14
V     Description of Shares ......................................    14
VI    Other Information ..........................................    15
VII   Financial Highlights .......................................    16
      Appendix A -- Investment Techniques and Practices ..........    A-1
</TABLE>
<PAGE>

     The trust offers shares of its 15 series to separate accounts established
     by insurance companies in order to serve as investment vehicles for
     variable annuity and variable life insurance contracts and to qualified
     pension and retirement plans. Each of these series is managed by
     Massachusetts Financial Services Company (referred to as MFS or the
     adviser) and three are described below.

     I EXPENSE SUMMARY

  >  Expense Table

     This table describes the expense that you may pay when you hold shares of
     the series. These fees and expenses do not take into account the fees and
     expenses imposed by insurance companies through which your investment in a
     series may be made.


     Annual Series Operating Expenses (expenses that are deducted from a series'
     assets):

<TABLE>
<CAPTION>
                                                                 New                              Global
                                                              Discovery        Utilities        Governments
                                                               Series            Series           Series
                                                         ------------------   -----------   ------------------
     <S>                                                       <C>               <C>              <C>
     Management Fee ....................................        0.90%            0.75%             0.75%
     Other Expenses(1) .................................        4.32%            0.26%             0.36%
                                                               -----             ----             -----
     Total Annual Series Operating Expenses(1) .........        5.22%            1.01%             1.11%
       Expense Reimbursement ............................      (4.05)%(2)          --             (0.10)%(2)
                                                               -----             ----             -----
       Net Expenses(1) ..................................       1.17%            1.01%             1.01%
</TABLE>

     ---------

     (1) Each series has an expense offset arrangement which reduces the series'
         custodian fee based upon the amount of cash maintained by the series
         with its custodian and dividend disbursing agent. Each series may enter
         into other such arrangements and directed brokerage arrangements, which
         would also have the effect of reducing the series' expenses. Expenses
         do not take into account these expense reductions, and are therefore
         higher than the actual expenses of the series.

     (2) MFS has contractually agreed to bear expenses for these series, subject
         to reimbursement by these series, such that each such series' "Other
         Expenses" shall not exceed 0.25% of the average daily net assets of the
         series during the current fiscal year. The payments made by MFS on
         behalf of each series under this arrangement are subject to
         reimbursement by the series to MFS, which will be accomplished by the
         payment of an expense reimbursement fee by the series to MFS computed
         and paid monthly at a percentage of the series' average daily net
         assets for its then current fiscal year, with a limitation that
         immediately after such payment the series' "Other Expenses" will not
         exceed the percentage set forth above for that series. The obligation
         of MFS to bear a series' "Other Expenses" pursuant to this arrangement,
         and the series' obligation to pay the reimbursement fee to MFS,
         terminates on the earlier of the date on which payments made by the
         series' equal the prior payment of such reimbursable expenses by MFS,
         or December 31, 2004 (May 1, 2001, in the case of the New Discovery
         Series). MFS may, in its discretion, terminate this contractual
         arrangement at an earlier date, provided that the arrangement will
         continue for each series until at least May 1, 2000, unless terminated
         with the consent of the board of trustees which oversees the series.



  >  Example of Expenses


     These examples are intended to help you compare the cost of investing in
     the series with the cost of investing in other mutual funds. These examples
     do not take into account the fees and expenses imposed by insurance
     companies through which your investment in a series may be made.

     The examples assume that:

     o You invest $10,000 in the series for the time periods indicated and you
       redeem your shares at the end of the time periods;

     o Your investment has a 5% return each year and dividends and other
       distributions are reinvested; and

     o The series' operating expenses remain the same.

     Although your actual costs may be higher or lower, under these assumptions
     your costs would be:

<TABLE>
<CAPTION>
                                                    Period
                                  ----------------------------------------
     Series                          1 Year   3 Years   5 Years   10 Years
     ---------------------------------------------------------------------
     <S>                            <C>      <C>       <C>        <C>
     New Discovery Series           119      1,201     2,278      4,949
     Utilities Series               103        322       558      1,236
     Global Governments Series      103        343       602      1,343
</TABLE>


                                       1
<PAGE>

II  RISK RETURN SUMMARY

     Investment strategies which are common to all series are described under
     the caption "Certain Investment Strategies."


     1: New Discovery Series
     ...........................................................................

  >  Investment Objective

     The series' investment objective is capital appreciation. The series'
     objective may be changed without shareholder approval.

  >  Principal Investment Policies

     The series invests, under normal market conditions, at least 65% of its
     total assets in equity securities of emerging growth companies. Equity
     securities include common stocks and related securities, such as preferred
     stocks, convertible securities and depositary receipts for those
     securities. Emerging growth companies are companies which MFS believes
     offer superior prospects for growth and are either:

     o early in their life cycle but which have the potential to become major
       enterprises, or

     o major enterprises whose rates of earnings growth are expected to
       accelerate because of special factors, such as rejuvenated management,
       new products, changes in consumer demand, or basic changes in the
       economic environment.

     While emerging growth companies may be of any size, the series will
     generally focus on smaller cap emerging growth companies that are early in
     their life cycle. MFS would expect these companies to have products,
     technologies, management, markets and opportunities which will facilitate
     earnings growth over time that is well above the growth rate of the overall
     economy and the rate of inflation. The series' investments in emerging
     growth companies may include securities listed on a securities exchange or
     traded in the over-the-counter markets.

     MFS uses a bottom-up, as opposed to a top-down, investment style in
     managing the equity-oriented funds (such as the series) it advises. This
     means that securities are selected based upon fundamental analysis
     performed by the series' portfolio manager and MFS' large group of equity
     research analysts.


  >  Principal Risks

     The principal risks of investing in the series and the circumstances
     reasonably likely to cause the value of your investment in the series to
     decline are described below. As with any non-money market mutual fund, the
     share price of the series will change daily based on market conditions and
     other factors. Please note that there are many circumstances which could
     cause the value of your investment in the series to decline, and which
     could prevent the series from achieving its objective, that are not
     described here.

     The principal risks of investing in the series are:

     o Market Risk: This is the risk that the price of a security held by the
       series will fall due to changing economic, political or market conditions
       or disappointing earnings results.

     o Company Risk: Prices of securities react to the economic condition of the
       company that issued the security. The series' equity investments in an
       issuer may rise and fall based on the issuer's actual and anticipated
       earnings, changes in management and the potential for takeovers and
       acquisitions.

     o Emerging Growth Companies Risk: Investments in emerging growth companies
       may be subject to more abrupt or erratic market movements and may involve
       greater risks than investments in other companies. Emerging growth
       companies often:

         > have limited product lines, markets and financial resources

         > are dependent on management by one or a few key individuals

         > have shares which suffer steeper than average price declines after
           disappointing earnings reports and are more difficult to sell at
           satisfactory prices

     o Small Cap Companies Risk: Investments in small cap companies tend to
       involve more risk and be more volatile than investments in larger
       companies. Small cap companies may be more susceptible to market declines
       because of their limited product lines, financial and management
       resources, markets and distribution channels. Their shares may be more
       difficult to sell at satisfactory prices during market declines.

     o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
       in addition to those associated with transactions in securities traded on
       exchanges. OTC listed companies may have limited product lines, markets
       or financial resources. Many OTC stocks trade less


                                       2
<PAGE>

     frequently and in smaller volume than exchange listed stocks. The values of
     these stocks may be more volatile than exchange listed stocks, and the
     series may experience difficulty in purchasing or selling these securities
     at a fair price.

     o As with any mutual fund, you could lose money on your investment in the
       series.

     An investment in the series is not a bank deposit and is not insured or
     guaranteed by the Federal Deposit Insurance Corporation or any other
     government agency.

  >  Bar Chart and Performance Table

     The bar chart and performance table are not included because the series did
     not have a full calendar year of operations on December 31, 1998.


  >  Portfolio Manager

     Brian E. Stack, a Senior Vice President of the Adviser, has been employed
     by the Adviser as a portfolio manager since 1993. Mr. Stack has been the
     series' portfolio manager since its inception.


                                       3
<PAGE>

     2: Utilities Series
     ...........................................................................

  >  Investment Objective

     The series' investment objective is to seek capital growth and current
     income (income above that available from a portfolio invested entirely in
     equity securities). The series' objective may be changed without
     shareholder approval.


  >  Principal Investment Policies

     The series invests, under normal market conditions, at least 65% of its
     total assets in equity and debt securities of domestic and foreign
     companies in the utilities industry. MFS considers a company to be in the
     utilities industry if, at the time of investment, MFS determines that a
     substantial portion of the company's assets or revenues are derived from
     one or more utilities. Securities in which the series invests are not
     selected based upon what sector of the utilities industry a company is in
     (i.e., electric, gas, telecommunications) or upon a company's geographic
     region. Companies in the utilities industry include:

     o companies engaged in the manufacture, production, generation,
       transmission, sale or distribution of electric, gas or other types of
       energy, water or other sanitary services; and

     o companies engaged in telecommunications, including telephone, cellular
       telephone, telegraph, satellite, microwave, cable television and other
       communications media (but not companies engaged in public broadcasting).

     The series is a non-diversified mutual fund. This means that the series may
     invest a relatively high percentage of its assets in one or a few issuers.

     Equity Investments. MFS uses a bottom-up, as opposed to a top-down,
     investment style in managing the equity-oriented funds (including the
     equity portion of the series) it advises. This means that securities are
     selected based upon fundamental analysis performed by the series' portfolio
     manager and MFS' large group of equity research analysts. In performing
     this analysis and selecting securities for the series, MFS places
     particular emphasis on each of the following factors:

     o the current regulatory environment;

     o the strength of the company's management team; and

     o the company's growth prospects and valuation relative to its long-term
       potential.

     Equity securities purchased by the series consist of common stocks,
     preferred stocks, convertible securities and depositary receipts. Equity
     securities may be listed on a securities exchange or traded in the
     over-the-counter markets.

     As noted above, the series' investments in equity securities include
     convertible securities. A convertible security is a security that may be
     converted within a specified period of time into a certain amount of common
     stock of the same or a different issuer. A convertible security generally
     provides:

     o a fixed income stream, and

     o the opportunity, through its conversion feature, to participate in an
       increase in the market price of the underlying common stock.

     Fixed Income Investments. The series invests in securities which pay a
     fixed interest rate. These securities include:

     o corporate bonds, which are bonds or other debt obligations issued by
       corporations or similar entities, including lower rated bonds, commonly
       known as junk bonds, which are bonds assigned low credit ratings by
       credit rating agencies or which are unrated and considered by MFS to be
       comparable in quality to lower rated bonds;

     o mortgage-backed securities and asset-backed securities, which are
       securities that represent interests in a pool of assets such as mortgage
       loans, car loan receivables, or credit card receivables. These
       investments entitle the series to a share of the principal and interest
       payments made on the underlying mortgage, car loan, or credit card. For
       example, if the series invested in a pool that included your mortgage
       loan, a share of the principal and interest payments on your mortgage
       would pass to the series; and

     o U.S. government securities, which are bonds or other debt obligations
       issued by, or whose principal and interest payments are guaranteed or
       supported by, the U.S. government or one of its agencies or
       instrumentalities.

     In selecting fixed income investments for the series, MFS considers the
     views of its large group of fixed income portfolio managers and research
     analysts. This group periodically assesses the three-month total return
     outlook for various segments of the fixed income markets.


                                       4
<PAGE>

     This three-month "horizon" outlook is used by the portfolio manager(s) of
     MFS' fixed-income oriented series (including the fixed-income portion of
     the series) as a tool in making or adjusting a series' asset allocations to
     various segments of the fixed income markets. In assessing the credit
     quality of fixed-income securities, MFS does not rely solely on the credit
     ratings assigned by credit rating agencies, but rather performs its own
     independent credit analysis.

     Foreign Securities. The series invests in foreign securities such as:

     o equity securities of foreign companies in the utilities industry,

     o fixed income securities of foreign companies in the utilities industry,
       and

     o fixed income securities issued by foreign governments.

     These investments may expose the series to foreign currencies.


  >  Principal Risks

     The principal risks of investing in the series and the circumstances
     reasonably likely to cause the value of your investment in the series to
     decline are described below. As with any non-money market mutual fund, the
     share price of the series will change daily based on market conditions and
     other factors. Please note that there are many circumstances which could
     cause the value of your investment in the series to decline, and which
     could prevent the series from achieving its objective, that are not
     described here.

     The principal risks of investing in the series are:

     o Concentration: The series' investment performance will be closely tied to
       the performance of utility companies. Many utility companies, especially
       electric and gas and other energy related utility companies, are subject
       to various uncertainties, including:

       > risks of increases in fuel and other operating costs;

       > restrictions on operations and increased costs and delays as a result
         of environmental and nuclear safety regulations;

       > coping with the general effects of energy conservation;

       > technological innovations which may render existing plants, equipment
         or products obsolete;

       > the potential impact of natural or man-made disasters;

       > difficulty obtaining adequate returns on invested capital, even if
         frequent rate increases are approved by public service commissions;

       > the high cost of obtaining financing during periods of inflation;

       > difficulties of the capital markets in absorbing utility debt and
         equity securities; and

       > increased competition.

     Furthermore, there are uncertainties resulting from certain
     telecommunications companies' diversification into new domestic and
     international businesses as well as agreements by many such companies
     linking future rate increases to inflation or other factors not directly
     related to the active operating profits of the enterprise. Because utility
     companies are faced with the same obstacles, issues and regulatory burdens,
     their securities may react similarly and more in unison to these or other
     market conditions. These price movements may have a larger impact on the
     series than on a series with a more broadly diversified portfolio.

     o Regulation: The value of utility company securities may decline because
       governmental regulation controlling the utilities industry can change.
       This regulation may prevent or delay the utility company from passing
       along cost increases to its customers. Furthermore, regulatory
       authorities may not grant future rate increases. Any increases granted
       may not be adequate to permit the payment of dividends on common stocks.

     o Market Risk: This is the risk that the price of a security held by the
       series will fall due to changing economic, political or market conditions
       or disappointing earnings results.

     o Company Risk: Prices of securities react to the economic condition of the
       company that issued the security. The series' equity investments in an
       issuer may rise and fall based on the issuer's actual and anticipated
       earnings, changes in management and the potential for takeovers and
       acquisitions.

     o Interest Rate Risk: When interest rates rise, the prices of fixed income
       securities in the series' portfolio will generally fall. Conversely, when
       interest rates fall, the prices of fixed income securities in the series'
       portfolio will generally rise.


                                       5
<PAGE>

     o Convertible Securities Risk: Convertible securities, like fixed income
       securities, tend to increase in value when interest rates decline and
       decrease in value when interest rates rise. The market value of a
       convertible security also tends to increase as the market value of the
       underlying stock rises and decrease as the market value of the underlying
       stock declines.

     o Maturity Risk: Interest rate risk will affect the price of a fixed income
       security more if the security has a longer maturity because changes in
       interest rates are increasingly difficult to predict over longer periods
       of time. Fixed income securities with longer maturities will therefore be
       more volatile than other fixed income securities with shorter maturities.
       Conversely, fixed income securities with shorter maturities will be less
       volatile but generally provide lower returns than fixed income securities
       with longer maturities. The average maturity of the series' fixed income
       investments will affect the volatility of the series' share price.

     o Credit Risk: Credit risk is the risk that the issuer of a fixed income
       security will not be able to pay principal and interest when due. Rating
       agencies assign credit ratings to certain fixed income securities to
       indicate their credit risk. The price of a fixed income security will
       generally fall if the issuer defaults on its obligation to pay principal
       or interest, the rating agencies downgrade the issuer's credit rating or
       other news affects the market's perception of the issuer's credit risk.

     o Mortgage-Backed and Asset-Backed Securities Risk

         > Maturity Risk:

           [dagger] Mortgage-Backed Securities: A mortgage-backed security will
                    mature when all the mortgages in the pool mature or are
                    prepaid. Therefore, mortgage-backed securities do not have a
                    fixed maturity, and their expected maturities may vary when
                    interest rates rise or fall.

               + When interest rates fall, homeowners are more likely to prepay
                 their mortgage loans. An increased rate of prepayments on the
                 series' mortgage-backed securities will result in an unforeseen
                 loss of interest income to the series as the series may be
                 required to reinvest assets at a lower interest rate. Because
                 prepayments increase when interest rates fall, the prices of
                 mortgage-backed securities do not increase as much as other
                 fixed income securities when interest rates fall.

               + When interest rates rise, homeowners are less likely to prepay
                 their mortgage loans. A decreased rate of prepayments lengthens
                 the expected maturity of a mortgage-backed security. Therefore,
                 the prices of mortgage-backed securities may decrease more than
                 prices of other fixed income securities when interest rates
                 rise.

           [dagger] Collateralized Mortgage Obligations: The series may invest
                    in mortgage-backed securities called collateralized mortgage
                    obligations (CMOs). CMOs are issued in separate classes with
                    different stated maturities. As the mortgage pool
                    experiences prepayments, the pool pays off investors in
                    classes with shorter maturities first. By investing in CMOs,
                    the series may manage the prepayment risk of mortgage-backed
                    securities. However, prepayments may cause the actual
                    maturity of a CMO to be substantially shorter than its
                    stated maturity.

           [dagger] Asset-Backed Securities: Asset-backed securities have
                    prepayment risks similar to mortgage-backed securities.

         > Credit Risk: As with any fixed income security, mortgage-backed and
           asset-backed securities are subject to the risk that the issuer will
           default on principal and interest payments. It may be difficult to
           enforce rights against the assets underlying mortgage-backed and
           asset-backed securities in the case of default. The U.S. government
           or its agencies may guarantee the payment of principal and interest
           on some mortgage-backed securities. Mortgage-backed securities and
           asset-backed securities issued by private lending institutions or
           other financial intermediaries may be supported by insurance or other
           forms of guarantees.

     o Foreign Markets Risk: Investing in foreign securities involves risks
       relating to political, social and economic developments abroad, as well
       as risks resulting from the differences between the regulations to which
       U.S. and foreign issuers and markets are subject:

         > These risks may include the seizure by the government of company
           assets, excessive taxation, withholding taxes on dividends and
           interest, limitations on the use or transfer of portfolio assets, and
           political or social instability.

         > Enforcing legal rights may be difficult, costly and slow in foreign
           countries, and there may be special problems enforcing claims against
           foreign governments.

         > Foreign companies may not be subject to accounting standards or
           governmental supervision comparable to U.S. companies, and there may
           be less public information about their operations.

         > Foreign markets may be less liquid and more volatile than U.S.
           markets.

         > Foreign securities often trade in currencies other than the U.S.
           dollar, and the series may directly hold foreign currencies and
           purchase and sell foreign currencies through forward exchange
           contracts. Changes in currency exchange rates will affect the series'
           net asset value, the value of dividends and interest earned, and
           gains and losses realized on the sale of securities. An increase in
           the strength


                                       6
<PAGE>

           of the U.S. dollar relative to these other currencies may cause the
           value of the series to decline. Certain foreign currencies may be
           particularly volatile, and foreign governments may intervene in the
           currency markets, causing a decline in value or liquidity in the
           series' foreign currency holdings. By entering into forward foreign
           currency exchange contracts, the series may be required to forego the
           benefits of advantageous changes in exchange rates and, in the case
           of forward contracts entered into for the purpose of increasing
           return, the series may sustain losses which will reduce its gross
           income. Forward foreign currency exchange contracts involve the risk
           that the party with which the series enters the contract may fail to
           perform its obligations to the series.

     o Non-Diversified Status Risk: Because the series may invest a higher
       percentage of its assets in a small number of issuers, the series is more
       susceptible to any single economic, political or regulatory event
       affecting those issuers than is a diversified fund.

     o As with any mutual fund, you could lose money on your investment in the
       series.

     An investment in the series is not a bank deposit and is not insured or
     guaranteed by the Federal Deposit Insurance Corporation or any other
     government agency.


  >  Bar Chart and Performance Table

     The bar chart and performance table below are intended to indicate some of
     the risks of investing in the series by showing changes in the series'
     performance over time. The performance table also shows how the series
     performance over time compares with that of one or more broad measures of
     market performance. The chart and table provide past performance
     information. The series' past performance does not necessarily indicate how
     the series will perform in the future. The returns shown do not reflect
     fees and charges imposed under the variable annuity and life insurance
     contracts through which an investment may be made. If these fees and
     charges were included, they would reduce these returns.


     Bar Chart

     The bar chart shows changes in the annual total returns of the series'
     shares for each calendar year since they were first offered, assuming the
     reinvestment of distributions.


<TABLE>
<CAPTION>
1996      1997      1998
<S>       <C>       <C>
18.51%    31.70%    18.06%
</TABLE>


        During the period shown in the bar chart, the highest quarterly return
     was 12.01% (for the calendar quarter ended December 31, 1996) and the
     lowest quarterly return was (3.79)% (for the calendar quarter ended
     September 30, 1998).


                                       7
<PAGE>

     Performance Table

     This table shows how the average annual total returns of the series' shares
     compares to a broad measure of market performance and assumes the
     reinvestment of distributions.


     Average Annual Total Returns as of December 31, 1998
     ...........................................................................

<TABLE>
<CAPTION>
                                                     1 Year              Life
<S>                                                  <C>                <C>
     Utilities Series*                               18.06%             25.40%
     Standard & Poor's Utility Index+**              14.77%             18.29%
</TABLE>

     ---------
     *   "Life" refers to the period from the commencement of the series'
         investment operations on January 3, 1995, through December 31, 1998.
     +   Source: Lipper Analytical Services, Inc. "Life" refers to the period
         from February 1, 1995 through December 31, 1998.
     **  The Standard & Poor's Utilities Index is a broad based, unmanaged,
         market-capitalization-weighted, total return index of all utility
         stocks in the Standard & Poor's 500 Composite Index, a broad based
         index of common stock total return performance.



  >  Portfolio Manager

     Maura A. Shaughnessy, a Senior Vice President of the Adviser, has been
     employed by the Adviser as a portfolio manager since 1991. Ms.
     Shaughnessy has been the series' portfolio manager since its inception.


                                       8
<PAGE>

     3: Global Governments Series
     ..........................................................................

  >  Investment Objective

     The series' investment objective is to provide income and capital
     appreciation. The series' objective may be changed without shareholder
     approval. Prior to May 1, 1999, the series' investment objective was to
     seek not only preservation but also growth of capital, together with
     moderate current income.


  >  Principal Investment Policies

     The series invests, under normal market conditions, at least 65% of its
     total assets in:

     o U.S. government securities, which are bonds or other debt obligations
       issued by, or whose principal and interest payments are guaranteed or
       supported by, the U.S. government or one of its agencies or
       instrumentalities (including mortgage-backed securities), and

     o foreign government securities, which are bonds or other debt obligations
       issued by foreign governments, including emerging market governments;
       these foreign government securities are either:

         > issued, guaranteed or supported as to payment of principal and
           interest by foreign governments, foreign government agencies, foreign
           semi-governmental entities, or supra-national entities,

         > interests issued by entities organized and operated for the purpose
           of restructuring the investment characteristics of foreign government
           securities, or

         > Brady Bonds, which are long-term bonds issued as part of a
           restructuring of defaulted commercial loans to emerging market
           countries.

     The series may also invest in:

     o corporate bonds, which are bonds or other debt obligations issued by
       domestic or foreign (including emerging market) corporations or other
       similar entities; the series may invest in:

         > investment grade bonds, which are bonds assigned higher credit
           ratings by credit rating agencies or which are unrated and considered
           by MFS to be comparable to higher rated bonds,

         > lower rated bonds, commonly known as junk bonds, which are bonds
           assigned lower credit ratings by credit rating agencies or which are
           unrated and considered by MFS to be comparable to lower rated bonds,
           and

         > crossover bonds, which are junk bonds that MFS expects will
           appreciate in value due to an anticipated upgrade in the issuer's
           credit rating (thereby crossing over into investment grade bonds),
           and

     o mortgage-backed and asset-backed securities, which represent interests in
       a pool of assets such as mortgage loans, car loan receivables, or credit
       card receivables.

     The series is a non-diversified mutual series. This means that the series
     may invest a relatively high percentage of its assets in a small number of
     issuers. The series may invest a substantial amount of its assets (i.e.,
     more than 25% of its assets) in issuers located in a single country or a
     limited number of countries.

     In selecting fixed income investments for the series, MFS considers the
     views of its large group of fixed income portfolio managers and research
     analysts. This group periodically assesses the three-month total return
     outlook for various segments of the fixed income markets. This three-month
     "horizon" outlook is used by the portfolio manager(s) of MFS' fixed income
     oriented funds (including the series) as a tool in making or adjusting a
     series' asset allocations to various segments of the fixed income markets.
     In assessing the credit quality of fixed income securities, MFS does not
     rely solely on the credit ratings assigned by credit rating agencies, but
     rather performs its own independent credit analysis.

     The series may invest in derivative securities. Derivatives are securities
     whose value may be based on other securities, currencies, interest rates,
     or indices. Derivatives include:

     o futures and forward contracts,

     o options on futures contracts, foreign currencies, securities and bond
       indices,

     o structured notes and indexed securities, and

     o swaps, caps, collars and floors.


                                       9
<PAGE>

  >  Principal Risks

     The principal risks of investing in the series and the circumstances
     reasonably likely to cause the value of your investment in the series to
     decline are described below. As with any non-money market mutual fund, the
     share price of the series will change daily based on market conditions and
     other factors. Please note that there are many circumstances which could
     cause the value of your investment in the series to decline, and which
     could prevent the series from achieving its objective, that are not
     described here.

     The principal risks of investing in the series are:

     o Foreign Securities: Investments in foreign securities involve risks
       relating to political, social and economic developments abroad, as well
       as risks resulting from the differences between the regulations to which
       U.S. and foreign issuers and markets are subject:

         > These risks may include the seizure by the government of company
           assets, excessive taxation, withholding taxes on dividends and
           interest, limitations on the use or transfer of portfolio assets, and
           political or social instability.

         > Enforcing legal rights may be difficult, costly and slow in foreign
           countries, and there may be special problems enforcing claims against
           foreign governments.

         > Foreign companies may not be subject to accounting standards or
           governmental supervision comparable to U.S. companies, and there may
           be less public information about their operations.

         > Foreign markets may be less liquid and more volatile than U.S.
           markets.

         > Foreign securities often trade in currencies other than the U.S.
           dollar, and the series may directly hold foreign currencies and
           purchase and sell foreign currencies through forward exchange
           contracts. Changes in currency exchange rates will affect the series'
           net asset value, the value of dividends and interest earned, and
           gains and losses realized on the sale of securities. An increase in
           the strength of the U.S. dollar relative to these other currencies
           may cause the value of the series to decline. Certain foreign
           currencies may be particularly volatile, and foreign governments may
           intervene in the currency markets, causing a decline in value or
           liquidity in the series' foreign currency holdings. By entering into
           forward foreign currency exchange contracts, the series may be
           required to forego the benefits of advantageous changes in exchange
           rates and, in the case of forward contracts entered into for the
           purposes of increasing return, the series may sustain losses which
           will reduce its gross income. Forward foreign currency exchange
           contracts involve the risk that the party with which the series
           enters the contract may fail to perform its obligations to the
           series.

     o Emerging Markets Risk: Emerging markets are generally defined as
       countries in the initial stages of their industrialization cycles with
       low per capita income. Investments in emerging markets securities involve
       all of the risks of investments in foreign securities, and also have
       additional risks:

         > All of the risks of investing in foreign securities are heightened by
           investing in emerging markets countries.

         > The markets of emerging markets countries have been more volatile
           than the markets of developed countries with more mature economies.
           These markets often have provided significantly higher or lower rates
           of return than developed markets, and significantly greater risks, to
           investors.

     o Allocation Risk: The series will allocate its investments among various
       segments of the fixed income markets based upon judgments made by MFS.
       The series could miss attractive investment opportunities by
       underweighting markets where there are significant returns, and could
       lose value by overweighting markets where there are significant declines.

     o Interest Rate Risk: When interest rates rise, the prices of fixed income
       securities in the series' portfolio will generally fall. Conversely, when
       interest rates fall, the prices of fixed income securities in the series'
       portfolio will generally rise.

     o Maturity Risk: Interest rate risk will generally affect the price of a
       fixed income security more if the security has a longer maturity. Fixed
       income securities with longer maturities will therefore be more volatile
       than other fixed income securities with shorter maturities. Conversely,
       fixed income securities with shorter maturities will be less volatile but
       generally provide lower returns than fixed income securities with longer
       maturities. The average maturity of the series' fixed income investments
       will affect the volatility of the series' share price.

     o Credit Risk: Credit risk is the risk that the issuer of a fixed income
       security will not be able to pay principal and interest when due. Rating
       agencies assign credit ratings to certain fixed income securities to
       indicate their credit risk. The price of a fixed income security will
       generally fall if the issuer defaults on its obligation to pay principal
       or interest, the rating agencies downgrade the issuer's credit rating or
       other news affects the market's perception of the issuer's credit risk.


                                       10
<PAGE>

     o Liquidity Risk: The fixed income securities purchased by the series may
       be traded in the over-the-counter market rather than on an organized
       exchange and are subject to liquidity risk. This means that they may be
       harder to purchase or sell at a fair price. The inability to purchase or
       sell these fixed income securities at a fair price could have a negative
       impact on the series' performance.

     o Junk Bond Risk:

       - Higher Credit Risk: Junk bonds (including crossover bonds) are subject
         to a substantially higher degree of credit risk than higher rated
         bonds. During recessions, a high percentage of issuers of junk bonds
         may default on payments of principal and interest. The price of a junk
         bond may therefore fluctuate drastically due to bad news about the
         issuer or the economy in general.

       - Higher Liquidity Risk: During recessions and periods of broad market
         declines, junk bonds could become less liquid, meaning that they will
         be harder to value or sell at a fair price.

     o Mortgage and Asset-Backed Securities:

       - Maturity Risk:

         [dagger] Mortgage-Backed Securities: A mortgage-backed security will
                  mature when all the mortgages in the pool mature or are
                  prepaid. Therefore, mortgage-backed securities do not have a
                  fixed maturity, and their expected maturities may vary when
                  interest rates rise or fall.

           + When interest rates fall, homeowners are more likely to prepay
             their mortgage loans. An increased rate of prepayments on the
             series' mortgage-backed securities will result in an unforeseen
             loss of interest income to the series as the series may be required
             to reinvest assets at a lower interest rate. Because prepayments
             increase when interest rates fall, the price of mortgage-backed
             securities does not increase as much as other fixed income
             securities when interest rates fall.

           + When interest rates rise, homeowners are less likely to prepay
             their mortgage loans. A decreased rate of prepayments lengthens the
             expected maturity of a mortgage-backed security. Therefore, the
             prices of mortgage-backed securities may decrease more than prices
             of other fixed income securities when interest rates rise.

         [dagger] Collateralized Mortgage Obligations: The series may invest
                  in mortgage-backed securities called collateralized mortgage
                  obligations (CMOs). CMOs are issued in separate classes with
                  different stated maturities. As the mortgage pool experiences
                  prepayments, the pool pays off investors in classes with
                  shorter maturities first. By investing in CMOs, the series may
                  manage the prepayment risk of mortgage-backed securities.
                  However, prepayments may cause the actual maturity of a CMO to
                  be substantially shorter than its stated maturity.

         [dagger] Asset-Backed Securities: Asset-backed securities have
                  prepayment risks similar to mortgage-backed securities.

       > Credit Risk: As with any fixed income security, mortgage-backed and
         asset-backed securities are subject to the risk that the issuer will
         default on principal and interest payments. It may be difficult to
         enforce rights against the assets underlying mortgage-backed and
         asset-backed securities in the case of default. The U.S. government or
         its agencies may guarantee the payment of principal and interest on
         some mortgage-backed securities. Mortgage-backed securities and
         asset-backed securities issued by private lending institutions or other
         financial intermediaries may be supported by insurance or other forms
         of guarantees.

     o Derivatives Risk:

       > Hedging Risk: When a derivative is used as a hedge against an opposite
         position that the series also holds, any loss generated by the
         derivative should be substantially offset by gains on the hedged
         investment, and vice versa. While hedging can reduce or eliminate
         losses, it can also reduce or eliminate gains.

       > Correlation Risk: When the series uses derivatives to hedge, it takes
         the risk that changes in the value of the derivative will not match
         those of the asset being hedged. Incomplete correlation can result in
         unanticipated losses.

       > Investment Risk: When the series uses derivatives as an investment
         vehicle to gain market exposure, rather than for hedging purposes, any
         loss on the derivative investment will not be offset by gains on
         another hedged investment. The series is therefore directly exposed to
         the risks of that derivative. Gains or losses from derivative
         investments may be substantially greater than the derivative's original
         cost.

       > Availability Risk: Derivatives may not be available to the series upon
         acceptable terms. As a result, the series may be unable to use
         derivatives for hedging or other purposes.

       > Credit Risk: When the series uses derivatives, it is subject to the
         risk that the other party to the agreement will not be able to perform.


                                       11
<PAGE>

     o Non-Diversified Status Risk: Because the series may invest a higher
       percentage of its assets in a small number of issuers, the series is more
       susceptible to any single economic, political or regulatory event
       affecting those issuers than is a diversified fund.

     o Investment Focus Risk: Because the series may invest a substantial amount
       of its assets in issuers located in a single country or a limited number
       of countries, economic, political and social conditions in these
       countries will have a significant impact on its investment performance.

     o As with any mutual fund, you could lose money on your investment in the
       series.

     An investment in the series is not a bank deposit and is not insured or
     guaranteed by the Federal Deposit Insurance Corporation or any other
     government agency.


  >  Bar Chart and Performance Table

     The bar chart and performance table below are intended to indicate some of
     the risks of investing in the series by showing changes in the series'
     performance over time. The performance table also shows how the series
     performance over time compares with that of one or more broad measures of
     market performance. The chart and table provide past performance
     information. The series' past performance does not necessarily indicate how
     the series will perform in the future. The returns shown do not reflect
     fees and charges imposed under the variable annuity and life insurance
     contracts through which an investment may be made. If these fees and
     charges were included, they would reduce these returns.


     Bar Chart

     The bar chart shows changes in the annual total returns of the series'
     shares for each calendar year since they were first offered, assuming the
     reinvestment of distributions.


<TABLE>
<CAPTION>
1995      1996      1997      1998
<S>       <C>        <C>      <C>
14.38%    4.03%     -1.13%    7.90%
</TABLE>


        During the period shown in the bar chart, the highest quarterly return
     was 8.35% (for the calendar quarter ended March 31, 1995) and the lowest
     quarterly return was (3.21)% (for the calendar quarter ended March 31,
     1997).


                                       12
<PAGE>

     Performance Table

     This table shows how the average annual total returns of the series' shares
     compares to a broad measure of market performance and assumes the
     reinvestment of distributions.

     Average Annual Total Returns as of December 31, 1998
     ...........................................................................

<TABLE>
<CAPTION>
                                                         1 Year         Life
<S>                                                     <C>            <C>
     Global Governments Series*                         + 7.90%        +5.57%
     J.P. Morgan Global Government Bond Index#**        +15.31%        +9.11%
</TABLE>

     ---------
     *  "Life" refers to the period from the commencement of the series'
        investment operations, June 14, 1994, through December 31, 1998.
     #  Source: AIM. "Life" refers to the period from July 1, 1994, through
        December 31, 1998.
     ** The J.P. Morgan Global Government Bond Index is a broad based, aggregate
        index of actively traded government bonds issued by 13 countries,
        including the United States, with remaining maturities of at least one
        year.



  >  Portfolio Manager

     James T. Swanson is the portfolio manager of the series. Mr. Swanson, a
     Senior Vice President of the Adviser, has been employed as a portfolio
     manager with the Adviser since 1985 and has been the series' portfolio
     manager since August 1, 1998.


                                       13
<PAGE>

III  CERTAIN INVESTMENT STRATEGIES AND RISKS

     Each series may depart from its principal investment strategies by
     temporarily investing for defensive purposes when adverse market, economic
     or political conditions exist. While a series invests defensively, it may
     not be able to pursue its investment objective. A series defensive
     investment policy may not be effective in protecting its value.

     Each series, may engage in active and frequent trading to achieve its
     principal investment strategies. This may result in the realization and
     distribution to shareholders of higher capital gains. Frequent trading also
     increases transaction costs, which could detract from the series'
     performance.

     Each series may invest in various types of securities and engage in various
     investment techniques and practices which are not the principal focus of
     the series and therefore are not described in this Prospectus. The types of
     securities and investment techniques and practices in which a series may
     engage, including the principal investment techniques and practices
     described above, are identified in Appendix A to this Prospectus, and are
     discussed, together with their risks, in the trust's Statement of
     Additional Information (referred to as the SAI), which you may obtain by
     contacting MFS Service Center, Inc. (see back cover for address and phone
     number).


 IV  MANAGEMENT OF THE SERIES

  >  Investment Adviser

     Massachusetts Financial Services Company (referred to as MFS or the
     adviser) is the investment adviser to each series. MFS is America's
     oldest mutual fund organization. MFS and its predecessor organizations have
     a history of money management dating from 1924 and the founding of the
     first mutual fund, Massachusetts Investors Trust. Net assets under the
     management of the MFS organization were approximately $102.9 billion on
     behalf of approximately 3.8 million investor accounts as of January 31,
     1999. As of such date, the MFS organization managed approximately $73.6
     billion of net assets in equity fund and equity portfolios. Approximately
     $4.7 billion of the assets managed by MFS are invested in securities of
     foreign issuers and foreign denominated securities of U.S. issuers. MFS is
     located at 500 Boylston Street, Boston, Massachusetts 02116.

     MFS provides investment management and related administrative services and
     facilities to each series, including portfolio management and trade
     execution. For these services, each series pays MFS an annual management
     fee as set forth in the Expense Summary.

     MFS or its affiliates generally pay an administrative service fee to
     insurance companies which use the series as underlying investment vehicles
     for their variable annuity and variable life insurance contracts based upon
     the aggregate net assets of the series attributable to these contracts.
     These fees are not paid by the series, their shareholders, or by the
     contract holders.


  >  Administrator

     MFS provides each series with certain financial, legal, compliance,
     shareholder communications and other administrative services. MFS is
     reimbursed by each series for a portion of the costs it incurs in providing
     these services.


  >  Distributor

     MFS Fund Distributors, Inc. (referred to as MFD), a wholly owned subsidiary
     of MFS, is the distributor of shares of the series.


  >  Shareholder Servicing Agent

     MFS Service Center, Inc. (referred to as MFSC), a wholly owned subsidiary
     of MFS, performs transfer agency and certain other services for each
     series, for which it receives compensation from each series.


 V   DESCRIPTION OF SHARES


     The trust offers shares of each of its series to separate accounts
     established by insurance companies in order to serve as investment vehicles
     for variable annuity and variable life insurance contracts. The trust also
     offers shares of each of its series to qualified pension and retirement
     plans. All purchases, redemptions and exchanges of shares are made through
     these insurance company separate accounts and plans, which are the record
     owner of the shares. Contract holders and plan beneficiaries seeking to
     purchase, redeem or exchange interests in the trust's shares should consult
     with the insurance company which issued their contracts or their plan
     sponsor.


                                       14
<PAGE>

 VI  OTHER INFORMATION

  >  Pricing of Series' Shares

     The price of each series' shares is based on its net asset value. The net
     asset value of each series' shares is determined at the close of regular
     trading each day that the New York Stock Exchange is open for trading
     (generally, 4:00 p.m., Eastern time) (referred to as the valuation time).
     To determine net asset value, each series values its assets at current
     market values, or at fair value as determined by the Adviser under the
     direction of the Board of Trustees that oversees the series if current
     market values are unavailable. Fair value pricing may be used by a series
     when current market values are unavailable or when an event occurs after
     the close of the exchange on which the series' portfolio securities are
     principally traded that is likely to have changed the value of the
     securities. The use of fair value pricing by a series may cause the net
     asset value of its shares to differ significantly from the net asset value
     that would be calculated using current market values.

     Insurance companies and plan sponsors are the designees of the trust for
     receipt of purchase, exchange and redemption orders from contractholders
     and plan beneficiaries. An order submitted to the trust's designee by the
     valuation time will receive the net asset value next calculated; provided
     that the trust receives notice of the order generally by 9:30 a.m. eastern
     time on the next day on which the New York Stock Exchange is open for
     trading.

     Certain series invest in securities which are primarily listed on foreign
     exchanges that trade on weekends and other days when the series does not
     price its shares. Therefore, the value of these series' shares may change
     on days when you will not be able to purchase or redeem their shares.


  >  Distributions

     Each series intends to pay substantially all of its net income (including
     net short-term capital gain) to shareholders as dividends at least
     annually. Any realized net capital gains are also distributed at least
     annually.


  >  Tax Considerations

     Each series of the trust is treated as a separate entity for federal income
     tax purposes. As long as a series qualifies for treatment as a regulated
     investment company (which it has in the past and intends to do so in the
     future), it pays no federal income tax on the earnings it distributes to
     shareholders. In addition, each series also intends to continue to
     diversify its assets to satisfy the federal diversification tax rules
     applicable to separate accounts that fund variable insurance and annuity
     contracts.

     Shares of the series are offered to insurance company separate accounts and
     qualified pension and retirement plan sponsors. Consult with the insurance
     company which issued your contract or your plan sponsor or financial
     advisor to understand the federal tax treatment of your investment.


  >  Right to Reject Purchase and Exchange Orders

     Purchases and exchanges should be made for investment purposes only. Each
     series reserves the right to reject or restrict any specific purchase or
     exchange request. Because an exchange request involves both a request to
     redeem shares of one series and to purchase shares of another series, the
     series consider the underlying redemption and purchase requests conditioned
     upon the acceptance of each of these underlying requests. Therefore, in the
     event that the series reject an exchange request, neither the redemption
     nor the purchase side of the exchange will be processed.


  >  Market Timing Policies

     The series are not designed for professional market timing organizations or
     other entities using programmed or frequent exchanges. The series define
     a "market timer" as an individual, or organization acting on behalf of one
     or more individuals, if the individual or organization makes during the
     calendar year six or more exchange requests among the series.

     Accounts under common ownership or control, including accounts administered
     by market timers, will be aggregated for purposes of this definition.

     The series may impose specific limitations on market timers, including:

     o delaying for up to seven days the purchase side of an exchange request
       by market timers;

                                       15
<PAGE>

     o rejecting or otherwise restricting purchase or exchange requests by
       market timers; and

     o permitting exchanges by market timers only into certain series.


  >  In-kind distributions


     The series have reserved the right to pay redemption proceeds by a
     distribution in-kind of portfolio securities (rather than cash). In the
     event that the series makes an in-kind distribution, you could incur the
     brokerage and transaction charges when converting the securities to cash.
     The series do not expect to make in-kind distributions.


  >  Unique Nature of Series

     MFS may serve as the investment adviser to other funds which have similar
     investment goals and principal investment policies and risks to the
     series, and which may be managed by the series' portfolio manager(s). While
     a series may have many similarities to these other funds, its investment
     performance will differ from their investment performance. This is due to a
     number of differences between a series and these similar products,
     including differences in sales charges, expense ratios and cash flows.


  >  Year 2000 Readiness Disclosure

     The series could be adversely affected if the computer systems used by MFS,
     the series' other service providers or the companies in which the series
     invests do not properly process date-related information from and after
     January 1, 2000 (the "Year 2000 Issue"). MFS recognizes the importance of
     the Year 2000 Issue and, to address Year 2000 compliance, created a
     separately funded Year 2000 Program Management Office in 1996 comprised of
     a specialized staff reporting directly to MFS senior management. The
     Office, with the help of external consultants, is responsible for overall
     coordination, strategy formulation, communications and issue resolution
     with respect to Year 2000 issues. While MFS systems will be tested for Year
     2000 readiness before the turn of the century, there are significant
     systems interdependencies in the domestic and foreign markets for
     securities, the business environments in which companies held by the series
     operate and in MFS' own business environment. MFS has been working with the
     series' other service providers to identify and respond to potential
     problems with respect to Year 2000 readiness and to develop contingency
     plans. Year 2000 readiness is also one of the factors considered by MFS in
     its ongoing assessment of companies in which the series invests. There can
     be no assurance, however, that these steps will be sufficient to avoid any
     adverse impact on the series.


  >  Potential Conflicts

     Shares of the series are offered to the separate accounts of insurance
     companies that may be affiliated or unaffiliated with MFS and each other
     ("shared funding") and may serve as the underlying investments for both
     variable annuity and variable life insurance contracts ("mixed funding").
     Due to differences in tax treatment or other considerations, the interests
     of various contract owners might at some time be in conflict. The trust
     currently does not foresee any such conflict. Nevertheless, the board of
     trustees which oversees the series intends to monitor events in order to
     identify any material irreconcilable conflicts which may possibly arise and
     to determine what action, if any, should be taken in response. If such a
     conflict were to occur, one or more separate accounts of the insurance
     companies might be required to withdraw its investments in one or more
     series. This might force a series to sell securities at disadvantageous
     prices.


 VII  FINANCIAL HIGHLIGHTS

     The financial highlights table is intended to help you understand the
     series' financial performance for the past 5 years, or, if a series has not
     been in operation that long, since the time it commenced investment
     operations. Certain information reflects financial results for a single
     series' share. The total returns in the table represent the rate by which
     an investor would have earned (or lost) on an investment in a series
     (assuming reinvestment of all distributions). This information has been
     audited by the trust's independent auditors, whose report, together with
     the trust's financial statements, are included in the trust's Annual Report
     to shareholders. The series' Annual Report is available upon request by
     contacting MFSC (see back cover for address and telephone number). These
     financial statements are incorporated by reference into the SAI. The
     trust's independent auditors are Deloitte & Touche LLP.


                                       16
<PAGE>

     1. New Discovery Series
     ..........................................................................

<TABLE>
<CAPTION>
                                                                           Period Ended
                                                                           December 31,
                                                                              1998*
<S>                                                                         <C>
   ---------------------------------------------------------------------------------------

   Per share data (for a share outstanding throughout the period):
   Net asset value -- beginning of period ...............................   $  10.00
                                                                            --------
   Income from investment operations# --
    Net investment loss[sec] ............................................   $  (0.04)
    Net realized and unrealized gain on investments and foreign currency        0.26
                                                                            --------
      Total from investment operations ..................................   $   0.22
                                                                            --------
   Net asset value -- end of period .....................................   $  10.22
                                                                            --------
   Total return .........................................................       2.20%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..........................................................       1.17%+
    Net investment loss .................................................     ( 0.74)%+
   Portfolio turnover ...................................................        130%
   Net assets at end of period (000 omitted) ............................   $  1,138
</TABLE>

   -----------
   *     For the period from the commencement of the series' investment
         operations, May 1, 1998, through December 31, 1998.
   +     Annualized.
   ++    Not annualized.
   #     Per share data are based on average shares outstanding.
   ##    The series has an expense offset arrangement which reduces the series'
         custodian fee based upon the amount of cash maintained by the series
         with its custodian and dividend disbursing agent. The series' expenses
         are calculated without reduction for this expense offset arrangement.
   [sec] Subject to reimbursement by the series, the investment adviser agreed
         to maintain the expenses of the series, exclusive of management fees,
         at not more than 0.25% of average daily net assets. To the extent
         actual expenses were over this limitation, the net investment loss per
         share and ratios would have been:


<TABLE>
<S>                                                                         <C>
    Net investment loss .................................................   $  (0.28)
    Ratios (to average net assets):
     Expenses## .........................................................       5.22%+
     Net investment loss ................................................      (4.79)%+
</TABLE>


                                       17
<PAGE>

     2. Utilities Series
     .........................................................................

<TABLE>
<CAPTION>
                                                                                                 Period Ended
                                                                  Year Ended December 31,        December 31,
                                                               1998        1997        1996         1995*
<S>                                                           <C>        <C>           <C>          <C>
   ------------------------------------------------------------------------------------------------------------

   Per share data (for a share outstanding throughout each period):
   Net asset value -- beginning of period .................   $ 17.99    $ 13.66       $12.57       $10.00
                                                              -------    -------       ------       ------
   Income from investment operations# --
    Net investment income[sec] ............................   $  0.46    $  0.44       $ 0.55       $ 0.39
    Net realized and unrealized gain on investments and
     foreign currency .....................................      2.68       3.89         1.78         3.00
                                                              -------    -------       ------       ------
      Total from investment operations ....................   $  3.14    $  4.33       $ 2.33       $ 3.39
                                                              -------    -------       ------       ------
   Less distributions declared to shareholders --
    From net investment income ............................   $ (0.24)   $    --       $(0.35)      $(0.24)
    From net realized gain on investments and foreign
     currency transactions ................................     (1.07)        --        (0.88)       (0.58)
    In excess of net realized gain on investments and
     foreign currency transactions ........................        --         --        (0.01)          --
                                                              -------    -------       ------       ------
      Total distributions declared to shareholders ........   $ (1.31)   $    --       $(1.24)      $(0.82)
                                                              -------    -------       ------       ------
   Net asset value -- end of period .......................   $ 19.82    $ 17.99       $13.66       $12.57
                                                              -------    -------       ------       ------
   Total return ...........................................     18.06%     31.70%       18.51%       33.94%++
   Ratios (to average net assets)/
    Supplemental data[sec]:
    Expenses## ............................................      1.01%      1.00%        1.00%        1.00%+
    Net investment income .................................      2.48%      2.92%        4.19%        3.66%+
   Portfolio turnover .....................................       133%        69%         121%          94%
   Net assets at end of period (000 omitted) ..............   $81,726    $30,147       $9,572       $2,373
</TABLE>

   -----------
   *     For the period from the commencement of the series' investment
         operations, January 3, 1995, through December 31, 1995.
   +     Annualized.
   ++    Not annualized.
   #     Per share data are based on average shares outstanding.
   ##    The series has an expense offset arrangement which reduces the series'
         custodian fee based upon the amount of cash maintained by the series
         with its custodian and dividend disbursing agent. For fiscal years
         ending after September 1, 1995, the series' expenses are calculated
         without reduction for this expense offset arrangement.
   [sec] Subject to reimbursement by the series, the investment adviser agreed
         to maintain expenses of the series, exclusive of management fees, at
         not more than 0.25% of 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>
<S>                                                             <C>        <C>          <C>          <C>
    Net investment income .................................     $0.47      $0.41        $0.32        $0.17
    Ratios (to average net assets):
     Expenses## ...........................................      0.98%      1.20%        2.75%        3.08%+
     Net investment income ................................      2.51%      2.71%        2.44%        1.62%+
</TABLE>


                                       18
<PAGE>

     3. Global Governments Series
     ...........................................................................

<TABLE>
<CAPTION>
                                                                                                               Period Ended
                                                                           Year Ended December 31,             December 31,
                                                                   1998        1997        1996       1995        1994*
<S>                                                              <C>         <C>         <C>         <C>          <C>
   --------------------------------------------------------------------------------------------------------------------------

   Per share data (for a share outstanding throughout each period):
   Net asset value -- beginning of year ......................   $ 10.21     $ 10.58     $ 10.17     $ 9.82       $10.00
                                                                 -------     -------     -------     ------       ------
   Income from investment operations# --
    Net investment income[sec] ...............................   $  0.53     $  0.61     $  0.60     $ 0.63       $ 0.17
    Net realized and unrealized gain (loss) on investments
     and foreign currency ....................................      0.27       (0.73)      (0.19)      0.78        (0.09)
                                                                 -------     -------     -------     ------       ------
      Total from investment operations .......................   $  0.80     $ (0.12)    $  0.41     $ 1.41       $ 0.08
                                                                 -------     -------     -------     ------       ------
   Less distributions declared to shareholders --
    From net investment income ...............................   $ (0.13)    $ (0.17)    $    --     $(0.42)      $(0.17)
    From net realized gain on investments and foreign
     currency transactions ...................................        --       (0.08)         --         --           --
    In excess of net investment income .......................        --          --          --      (0.54)       (0.09)
    In excess of net realized gain on investments and
     foreign currency transactions ...........................        --          --++        --         --           --
    Tax return of capital ....................................        --          --          --      (0.10)          --
                                                                 -------     -------     -------     ------       ------
      Total distributions declared to shareholders ...........   $ (0.13)    $ (0.25)    $    --     $(1.06)      $(0.26)
                                                                 -------     -------     -------     ------       ------
   Net asset value -- end of period ..........................   $ 10.88     $ 10.21     $ 10.58     $10.17       $ 9.82
                                                                 -------     -------     -------     ------       ------
   Total return ..............................................      7.90%      (1.13)%      4.03%     14.38%        0.79%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ...............................................      1.01%       1.00%       1.00%      1.00%        1.00%+
    Net investment income ....................................      5.11%       5.96%       5.84%      6.05%        4.68%+
   Portfolio turnover ........................................       270%        335%        361%       211%          62%
   Net assets at end of year (000 omitted) ...................   $45,966     $38,058     $26,023     $7,424       $2,881
</TABLE>

   -----------
   *     For the period from the commencement of the series' investment
         operations, June 14, 1994, through December 31, 1994.
   +     Annualized.
   ++    Not annualized.
   #     Per share data are based on average shares outstanding.
   ##    For fiscal years ending after September 1, 1995, the series has an
         expense offset arrangement which reduces the series' custodian fee
         based upon the amount of cash maintained by the series with its
         custodian and dividend disbursing agent. The series' expenses are
         calculated without reduction for this expense offset arrangement.
   ++    Per share amount was less than $0.01 per share.
   [sec] The investment adviser voluntarily agreed to maintain the expenses of
         the series at not more than 1.00% of average daily net assets. To the
         extent actual expenses were over these limitations, the net investment
         income per share and the ratios would have been:


<TABLE>
<S>                                                                <C>         <C>         <C>        <C>          <C>
    Net investment income ..........                               $0.52       $0.59       $0.50      $0.53        $0.16
    Ratios (to average net assets):
     Expenses## ....................                                1.11%       1.15%       2.03%      1.99%        1.10%+
     Net investment income .........                                5.01%       5.81%       4.81%      5.09%        4.58%+
</TABLE>


                                       19
<PAGE>



A p p e n d i x   A                    N e w    D i s c o v e r y    S e r i e s


  >  Investment Techniques and Practices

     In pursuing its investment objective and investment policies, the New
     Discovery Series engage in the following investment techniques and
     practices, which are described, together with their risks, in the SAI.
     Investment techniques and practices which are the principal focus of the
     series are also described in the Risk Return Summary of the Prospectus.


<TABLE>
<CAPTION>
  Symbols                                                    [check mark] permitted                                -- not permitted
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                                     <C>              <S>                                          <C>
  Debt Securities                                                          Investment in Other Investment Companies
   Asset-Backed Securities                                                  Open-End                                    [check mark]
    Collateralized Mortgage Obligations and Multiclass                      Closed-End                                  [check mark]
      Pass-Through Securities                                       --     Lending of Portfolio Securities              [check mark]
    Corporate Asset-Backed Securities                               --     Leveraging Transactions
    Mortgage Pass-Through Securities                                --       Bank Borrowings                                       *
    Stripped Mortgage-Backed Securities                             --       Mortgage "Dollar-Roll" Transactions                 --*
   Corporate Securities                                   [check mark]       Reverse Repurchase Agreements                       --*
    Loans and Other Direct Indebtedness                             --     Options
    Lower Rated Bonds                                     [check mark]       Options on Foreign Currencies              [check mark]
    Municipal Bonds                                                 --       Options on Futures Contracts               [check mark]
    Speculative Bonds                                     [check mark]       Options on Securities                      [check mark]
    U.S. Government Securities                            [check mark]       Options on Stock Indices                   [check mark]
    Variable and Floating Rate Obligations                [check mark]       Reset Options                              [check mark]
    Zero Coupon Bonds, Deferred Interest Bonds and PIK                       "Yield Curve" Options                      [check mark]
      Bonds                                               [check mark]     Repurchase Agreements                        [check mark]
  Equity Securities                                       [check mark]     Restricted Securities                        [check mark]
  Foreign Securities Exposure                                              Short Sales                                  [check mark]
    Brady Bonds                                                     --     Short Sales Against the Box                  [check mark]
    Depositary Receipts                                   [check mark]     Short Term Instruments                       [check mark]
    Dollar-Denominated Foreign Debt Securities            [check mark]     Swaps and Related Derivative Instruments     [check mark]
    Emerging Markets                                      [check mark]     Temporary Borrowings                         [check mark]
    Foreign Securities                                    [check mark]     Temporary Defensive Positions                [check mark]
  Forward Contracts                                       [check mark]     Warrants                                     [check mark]
  Futures Contracts                                       [check mark]     "When-Issued" Securities                     [check mark]
  Indexed Securities/Structured Products                  [check mark]
  Inverse Floating Rate Obligations                                --
</TABLE>


  *May be changed only with shareholder approval.


                                      A-1
<PAGE>

A p p e n d i x   A                            U t i l i t i e s    S e r i e s


  >  Investment Techniques and Practices

     In pursuing its investment objective and investment policies, the Utilities
     Series may engage in the following investment techniques and practices,
     which are described, together with their risks, in the SAI. Investment
     techniques and practices which are the principal focus of the series are
     also described in the Risk Return Summary of the Prospectus.

<TABLE>
<CAPTION>
  Symbols                                                    [check mark] permitted                                -- not permitted
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                                     <C>              <S>                                         <C>
  Debt Securities
   Asset-Backed Securities                                [check mark]     Investment in Other Investment Companies
    Collateralized Mortgage Obligations and Multiclass                      Open-End                                   [check mark]
      Pass-Through Securities                                               Closed-End                                 [check mark]
    Corporate Asset-Backed Securities                     [check mark]     Lending of Portfolio Securities             [check mark]
    Mortgage Pass-Through Securities                      [check mark]     Leveraging Transactions
    Stripped Mortgage-Backed Securities                             --      Bank Borrowings                                      --*
   Corporate Securities                                   [check mark]      Mortgage "Dollar-Roll" Transactions                    *
   Loans and Other Direct Indebtedness                              --      Reverse Repurchase Agreements                        --*
   Lower Rated Bonds                                      [check mark]     Options
   Municipal Bonds                                        [check mark]      Options on Foreign Currencies              [check mark]
   Speculative Bonds                                      [check mark]      Options on Futures Contracts               [check mark]
   U.S. Government Securities                             [check mark]      Options on Securities                      [check mark]
   Variable and Floating Rate Obligations                 [check mark]      Options on Stock Indices                   [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and PIK                       Reset Options                                        --
     Bonds                                                [check mark]      "Yield Curve" Options                                --
  Equity Securities                                       [check mark]     Repurchase Agreements                       [check mark]
  Foreign Securities Exposure                                              Restricted Securities                       [check mark]
   Brady Bonds                                            [check mark]     Short Sales                                           --
   Depositary Receipts                                    [check mark]     Short Sales Against the Box                           --
   Dollar-Denominated Foreign Debt Securities             [check mark]     Short Term Instruments                      [check mark]
   Emerging Markets                                       [check mark]     Swaps and Related Derivative Instruments              --
   Foreign Securities                                     [check mark]     Temporary Borrowings                        [check mark]
  Forward Contracts                                       [check mark]     Temporary Defensive Positions               [check mark]
  Futures Contracts                                       [check mark]     Warrants                                    [check mark]
  Indexed Securities/Structured Products                  [check mark]     "When-Issued" Securities                    [check mark]
  Inverse Floating Rate Obligations                                 --
</TABLE>

  *May be changed only with shareholder approval.


                                      A-2
<PAGE>


A p p e n d i x    A         G l o b a l    G o v e r n m e n t s    S e r i e s


>  Investment Techniques and Practices

   In pursuing its investment objective and investment policies, the Global
   Governments Series may engage in the following investment techniques and
   practices, which are described, together with their risks, in the SAI.
   Investment techniques and practices which are the principal focus of the
   series are also described in the Risk Return Summary of the Prospectus.

<TABLE>
<CAPTION>
  Symbols                                                    [check mark] permitted                                -- not permitted
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                                     <C>              <S>                                         <C>
  Debt Securities                                                          Investment in Other Investment Companies
   Asset-Backed Securities                                                  Open-End Funds                              [check mark]
    Collateralized Mortgage Obligations and Multiclass                      Closed-End Funds                            [check mark]
      Pass-Through Securities                             [check mark]     Lending of Portfolio Securities              [check mark]
    Corporate Asset-Backed Securities                     [check mark]     Leveraging Transactions
    Mortgage Pass-Through Securities                      [check mark]      Bank Borrowings                                      --*
    Stripped Mortgage-Backed Securities                   [check mark]      Mortgage "Dollar-Roll" Transactions                    *
   Corporate Securities                                   [check mark]      Reverse Repurchase Agreements                          *
   Loans and Other Direct Indebtedness                    [check mark]     Options
   Lower Rated Bonds                                      [check mark]      Options on Foreign Currencies               [check mark]
   Municipal Bonds                                        [check mark]      Options on Futures Contracts                [check mark]
   Speculative Bonds                                      [check mark]      Options on Securities                       [check mark]
   U.S. Government Securities                             [check mark]      Options on Stock Indices                    [check mark]
   Variable and Floating Rate Obligations                 [check mark]      Reset Options                               [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and PIK                       "Yield Curve" Options                       [check mark]
     Bonds                                                [check mark]     Repurchase Agreements                        [check mark]
  Equity Securities                                                 --     Restricted Securities                        [check mark]
  Foreign Securities Exposure                                              Short Sales                                            --
   Brady Bonds                                            [check mark]     Short Sales Against the Box                            --
   Depositary Receipts                                    [check mark]     Short Term Instruments                       [check mark]
   Dollar-Denominated Foreign Debt Securities             [check mark]     Swaps and Related Derivative Instruments     [check mark]
   Emerging Markets                                       [check mark]     Temporary Borrowings                         [check mark]
   Foreign Securities                                     [check mark]     Temporary Defensive Positions                [check mark]
  Forward Contracts                                       [check mark]     Warrants                                     [check mark]
  Futures Contracts                                       [check mark]     "When-Issued" Securities                     [check mark]
  Indexed Securities/Structured Products                  [check mark]
  Inverse Floating Rate Obligations                       [check mark]
</TABLE>

  *May be changed only with shareholder approval.

                                      A-3
<PAGE>

MFS(R) VARIABLE INSURANCE TRUST(SM)

If you want more information about the trust and its series, the following
documents are available free upon request:

Annual/Semiannual Reports. These reports contain information about the series'
actual investments. Annual reports discuss the effect of recent market
conditions and the series' investment strategy on the series' performance during
its last fiscal year.

Statement of Additional Information (SAI). The SAI, dated May 1, 1999, provides
more detailed information about the trust and its series and is incorporated
into this prospectus by reference.

You can get free copies of the annual/semiannual reports, the SAI and other
information about the trust and its series, and make inquiries about the trust
and its series, by contacting:

      MFS Service Center, Inc.
      2 Avenue de Lafayette
      Boston, MA 02111-1738
      Telephone: 1-800-343-2829, ext. 3500
      Internet: http://www.mfs.com

Information about the trust and its series (including its prospectus, SAI and
shareholder reports) can be reviewed and copied at the:

      Public Reference Room
      Securities and Exchange Commission
      Washington, D.C., 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling the Commission at 1-800-SEC-0330. Reports and other information about
the trust and its series are available on the Commission's Internet website at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating fee, by writing the Public Reference Section at the above
address.


      The trust's Investment Company Act file number is 811-8326
















                                                   MSG 11/98 224M 90/290/390/890


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