UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                   Investment Company Act file number 811-2794

                              MFS SERIES TRUST III
               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
               (Address of principal executive offices) (Zip code)

                                 Susan S. Newton
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000

                       Date of fiscal year end: January 31

             Date of reporting period: July 1, 2008 - June 30, 2009



ITEM 1. PROXY VOTING RECORD.


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-02794
Reporting Period: 07/01/2008 - 06/30/2009
MFS Series Trust III









============================= MFS HIGH INCOME FUND =============================


BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505559
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.3   Elect Director Virgis W. Colbert        For       For          Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       For          Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       For          Management
1.14  Elect Director Charles O. Rossotti      For       For          Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       For          Management
1.17  Elect Director Robert L. Tillman        For       For          Management
1.18  Elect Director Jackie M. Ward           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Predatory Lending Policies    Against   Against      Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    TARP Related Compensation               Against   Against      Shareholder


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

CABLEVISION SYSTEMS CORP.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Charles D. Ferris        For       For          Management
1.3   Elect Director Thomas V. Reifenheiser   For       For          Management
1.4   Elect Director John R. Ryan             For       For          Management
1.5   Elect Director Vincent Tese             For       For          Management
1.6   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. H. Armacost           For       For          Management
1.2   Elect Director L. F. Deily              For       For          Management
1.3   Elect Director R. E. Denham             For       For          Management
1.4   Elect Director R. J. Eaton              For       For          Management
1.5   Elect Director E. Hernandez             For       For          Management
1.6   Elect Director F. G. Jenifer            For       For          Management
1.7   Elect Director S. Nunn                  For       For          Management
1.8   Elect Director D. J. O'Reilly           For       For          Management
1.9   Elect Director D. B. Rice               For       For          Management
1.10  Elect Director K. W. Sharer             For       For          Management
1.11  Elect Director C. R. Shoemate           For       For          Management
1.12  Elect Director R. D. Sugar              For       For          Management
1.13  Elect Director C. Ware                  For       For          Management
1.14  Elect Director J. S. Watson             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Adopt Guidelines for Country Selection  Against   Against      Shareholder
9     Adopt Human Rights Policy               Against   Against      Shareholder
10    Report on Market Specific Environmental Against   Against      Shareholder
      Laws


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   Against      Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   Against      Shareholder


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

PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. Lee            For       Withhold     Management
1.2   Elect Director Stephen C. Comer         For       For          Management
1.3   Elect Director John V. Giovenco         For       Withhold     Management
1.4   Elect Director Richard J. Goeglein      For       Withhold     Management
1.5   Elect Director Ellis Landau             For       For          Management
1.6   Elect Director Bruce A. Leslie          For       For          Management
1.7   Elect Director James L. Martineau       For       Withhold     Management
1.8   Elect Director Michael Ornest           For       For          Management
1.9   Elect Director Lynn P. Reitnouer        For       Withhold     Management
2     Approve Stock Option Exchange Program   For       Against      Management
3     Ratify Auditors                         For       For          Management


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

QUEBECOR WORLD CAP CORP

Ticker:                      Security ID:  7481F1AD8
Meeting Date: JUN 18, 2009   Meeting Type: Written Consent
Record Date:  MAY 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     The Plan                                For       For          Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carol B. Armitage        For       For          Management
1.2   Elect Director Samuel E. Beall, III     For       For          Management
1.3   Elect Director Dennis E. Foster         For       For          Management
1.4   Elect Director Francis X. Frantz        For       For          Management
1.5   Elect Director Jeffery R. Gardner       For       For          Management
1.6   Elect Director Jeffrey T. Hinson        For       For          Management
1.7   Elect Director Judy K. Jones            For       For          Management
1.8   Elect Director William A. Montgomery    For       For          Management
1.9   Elect Director Frank E. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder




====================== MFS HIGH YIELD OPPORTUNITIES FUND =======================


BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505559
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.3   Elect Director Virgis W. Colbert        For       For          Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       For          Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       For          Management
1.14  Elect Director Charles O. Rossotti      For       For          Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       For          Management
1.17  Elect Director Robert L. Tillman        For       For          Management
1.18  Elect Director Jackie M. Ward           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Predatory Lending Policies    Against   Against      Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    TARP Related Compensation               Against   Against      Shareholder


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

BUCKEYE TECHNOLOGIES INC.

Ticker:       BKI            Security ID:  118255108
Meeting Date: NOV 5, 2008    Meeting Type: Annual
Record Date:  SEP 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director George W. Bryan         For       For          Management
1.2   Elect  Director R. Howard Cannon        For       For          Management
1.3   Elect  Director K. Buckman Gibson       For       For          Management
2     Ratify Auditors                         For       For          Management


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

CABLEVISION SYSTEMS CORP.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Charles D. Ferris        For       For          Management
1.3   Elect Director Thomas V. Reifenheiser   For       For          Management
1.4   Elect Director John R. Ryan             For       For          Management
1.5   Elect Director Vincent Tese             For       For          Management
1.6   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. H. Armacost           For       For          Management
1.2   Elect Director L. F. Deily              For       For          Management
1.3   Elect Director R. E. Denham             For       For          Management
1.4   Elect Director R. J. Eaton              For       For          Management
1.5   Elect Director E. Hernandez             For       For          Management
1.6   Elect Director F. G. Jenifer            For       For          Management
1.7   Elect Director S. Nunn                  For       For          Management
1.8   Elect Director D. J. O'Reilly           For       For          Management
1.9   Elect Director D. B. Rice               For       For          Management
1.10  Elect Director K. W. Sharer             For       For          Management
1.11  Elect Director C. R. Shoemate           For       For          Management
1.12  Elect Director R. D. Sugar              For       For          Management
1.13  Elect Director C. Ware                  For       For          Management
1.14  Elect Director J. S. Watson             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Adopt Guidelines for Country Selection  Against   Against      Shareholder
9     Adopt Human Rights Policy               Against   Against      Shareholder
10    Report on Market Specific Environmental Against   Against      Shareholder
      Laws


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   Against      Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   Against      Shareholder


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

NAFTOGAZ OF UKRAINE NJSC

Ticker:                      Security ID:  XS0202078688
Meeting Date: NOV 14, 2008   Meeting Type: Bondholder
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Grant by SBPLC of Waiver of     For       Abstain      Management
      Rights and Remedies Granted to SBPLC
      under U.S.$500,000,000 Loan Facility to
      NJSC Naftogaz of Ukraine Pursuant to
      Sept. 29, 2004, Loan Agreement between
      SBPLC (Lender) and Naftogaz (Borrower);
      Approve Related Matters


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary F. Colter           For       For          Management
1.2   Elect Director David H.Y. Ho            For       For          Management
1.3   Elect Director Corbin A. McNeill, Jr.   For       For          Management
1.4   Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Increase in Size of Board       For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management


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

PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. Lee            For       Withhold     Management
1.2   Elect Director Stephen C. Comer         For       For          Management
1.3   Elect Director John V. Giovenco         For       Withhold     Management
1.4   Elect Director Richard J. Goeglein      For       Withhold     Management
1.5   Elect Director Ellis Landau             For       For          Management
1.6   Elect Director Bruce A. Leslie          For       For          Management
1.7   Elect Director James L. Martineau       For       Withhold     Management
1.8   Elect Director Michael Ornest           For       For          Management
1.9   Elect Director Lynn P. Reitnouer        For       Withhold     Management
2     Approve Stock Option Exchange Program   For       Against      Management
3     Ratify Auditors                         For       For          Management


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

QUEBECOR WORLD CAP CORP

Ticker:                      Security ID:  7481F1AD8
Meeting Date: JUN 18, 2009   Meeting Type: Written Consent
Record Date:  MAY 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     The Plan                                For       For          Management


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

SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Daniel W. Jordan               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carol B. Armitage        For       For          Management
1.2   Elect Director Samuel E. Beall, III     For       For          Management
1.3   Elect Director Dennis E. Foster         For       For          Management
1.4   Elect Director Francis X. Frantz        For       For          Management
1.5   Elect Director Jeffery R. Gardner       For       For          Management
1.6   Elect Director Jeffrey T. Hinson        For       For          Management
1.7   Elect Director Judy K. Jones            For       For          Management
1.8   Elect Director William A. Montgomery    For       For          Management
1.9   Elect Director Frank E. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder




======================== MFS MUNICIPAL HIGH INCOME FUND ========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.

========== END NPX REPORT

                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant: MFS SERIES TRUST III


By (Signature and Title)  MARIA F. DWYER*
                          -------------------------------------------
                          Maria F. Dwyer, Principal Executive Officer

Date:  August 26, 2009


*By (Signature and Title) /s/ Susan S. Newton
                          -------------------------------------------
                          Susan S. Newton, as attorney-in-fact

*    Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
     of Attorney dated October 27, 2008. (1)

(1)  Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
     811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on
     June 25, 2009.