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, 2009 - June 30, 2010

ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-02794
Reporting Period: 07/01/2009 - 06/30/2010
MFS Series Trust III









============================= MFS High Income Fund =============================


AMERICAN MEDIA OPERATIONS INC

Ticker:                      Security ID:  02744RAR8
Meeting Date: APR 27, 2010   Meeting Type: Written Consent
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Proposal 1 - Pik Notes                  For       For          Management
2     Proposal 2 - Subordinated Notes         For       For          Management


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

AMERICAN MEDIA OPERATIONS INC

Ticker:                      Security ID:  02744RAT4
Meeting Date: APR 27, 2010   Meeting Type: Written Consent
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Proposal 1 - Pik Notes                  For       For          Management
2     Proposal 2 - Subordinated Notes         For       For          Management


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

AMERISTAR CASINOS, INC.

Ticker:       ASCA           Security ID:  03070Q101
Meeting Date: JUN 16, 2010   Meeting Type: Annual
Record Date:  MAY 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl Brooks              For       For          Management
1.2   Elect Director Gordon R. Kanofsky       For       Withhold     Management
1.3   Elect Director J. William Richardson    For       For          Management
2     Ratify Auditors                         For       For          Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505559
Meeting Date: FEB 23, 2010   Meeting Type: Special
Record Date:  JAN 7, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Adjourn Meeting                         For       For          Management


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505559
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan S. Bies            For       For          Management
2     Elect Director William P. Boardman      For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director D. Paul Jones, Jr.       For       For          Management
8     Elect Director Monica C. Lozano         For       For          Management
9     Elect Director Thomas J. May            For       For          Management
10    Elect Director Brian T. Moynihan        For       For          Management
11    Elect Director Donald E. Powell         For       For          Management
12    Elect Director Charles O. Rossotti      For       For          Management
13    Elect Director Robert W. Scully         For       For          Management
14    Ratify Auditors                         For       For          Management
15    Increase Authorized Common Stock        For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                For       For          Management
18    Report on Government Service of         Against   Against      Shareholder
      Employees
19    TARP Related Compensation               Against   For          Shareholder
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning     Against   Against      Shareholder
23    Report on Collateral in Derivatives     Against   For          Shareholder
      Trading
24    Claw-back of Payments under             Against   For          Shareholder
      Restatements


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

CABLEVISION SYSTEMS CORPORATION

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Thomas V. Reifenheiser   For       Withhold     Management
1.3   Elect Director John R. Ryan             For       Withhold     Management
1.4   Elect Director Vincent Tese             For       Withhold     Management
1.5   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management


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

MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio

Ticker:                      Security ID:  55291X109
Meeting Date: JAN 28, 2010   Meeting Type: Written Consent
Record Date:  JAN 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Robert E. Butler          For       For          Management
1.2   Elect Trustee  Lawrence H. Cohn, M.D.   For       For          Management
1.3   Elect Trustee Maureen R. Goldfarb       For       For          Management
1.4   Elect Trustee David H. Gunning          For       For          Management
1.5   Elect Trustee William R. Gutow          For       For          Management
1.6   Elect Trustee Michael Hegarty           For       For          Management
1.7   Elect Trustee John P. Kavanaugh         For       For          Management
1.8   Elect Trustee  Robert J. Manning        For       For          Management
1.9   Elect Trustee Robert C. Pozen           For       For          Management
1.10  Elect Trustee J. Dale Sherratt          For       For          Management
1.11  Elect Trustee Laurie J. Thomsen         For       For          Management
1.12  Elect Trustee Robert W. Uek             For       For          Management


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

NORTEK, INC.

Ticker:       NTK            Security ID:  656559BG5
Meeting Date: OCT 16, 2009   Meeting Type: Written Consent
Record Date:  SEP 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept or Reject the Plan               For       For          Management


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

NORTEK, INC.

Ticker:       NTK            Security ID:  656559BJ9
Meeting Date: OCT 16, 2009   Meeting Type: Written Consent
Record Date:  SEP 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept or Reject the Plan               For       For          Management


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

PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 11, 2010   Meeting Type: Proxy Contest
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None      None
1     Elect Director Stephen C. Comer         For       For          Management
2     Elect Director John V. Giovenco         For       For          Management
3     Elect Director Richard J. Goeglein      For       For          Management
4     Elect Director Ellis Landau             For       For          Management
5     Elect Director Bruce A. Leslie          For       For          Management
6     Elect Director James L. Martineau       For       For          Management
7     Elect Director Michael Ornest           For       For          Management
8     Elect Director Lynn P. Reitnouer        For       For          Management
9     Elect Director Anthony M. Sanfilippo    For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Blue Card)             None      None
1     Elect Director Stephen C. Comer         None      Did Not Vote Shareholder
2     Elect Director John V. Giovenco         None      Did Not Vote Shareholder
3     Elect Director Richard J. Goeglein      None      Did Not Vote Shareholder
4     Elect Director Ellis Landau             None      Did Not Vote Shareholder
5     Elect Director Bruce A. Leslie          None      Did Not Vote Shareholder
6     Elect Director James L. Martineau       None      Did Not Vote Shareholder
7     Elect Director Michael Ornest           None      Did Not Vote Shareholder
8     Elect Director Lynn P. Reitnouer        None      Did Not Vote Shareholder
9     Elect Director Anthony M. Sanfilippo    None      Did Not Vote Shareholder
10    Amend Omnibus Stock Plan                None      Did Not Vote Management
11    Ratify Auditors                         None      Did Not Vote Management
12    Advisory Vote to Ratify Named Executive For       Did Not Vote Shareholder
      Officers' Compensation


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     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    Ratification Of Auditors                For       For          Management


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

WORLD COLOR PRESS INC.

Ticker:       WC             Security ID:  981442106
Meeting Date: MAY 13, 2010   Meeting Type: Annual/Special
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Mark Alan Angelson as Director    For       For          Management
1.2   Elect Michael Brennan Allen as Director For       For          Management
1.3   Elect Raymond John Bromark as Director  For       For          Management
1.4   Elect Gabriel de Alba as Director       For       For          Management
1.5   Elect James Joseph Gaffeney as Director For       For          Management
1.6   Elect Jack Kliger as Director           For       For          Management
1.7   Elect David Lyman McAusland as Director For       For          Management
1.8   Elect Thomas O'Neal Ryder as Director   For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Include French name in the Articles     For       For          Management
      (Imprimerie World Color Inc.)
4     Amend and Restate Deferred Share Unit   For       For          Management
      Plan
5     Approve Amended and Restated Restricted For       For          Management
      Share Unit Plan


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

WORLD COLOR PRESS INC.

Ticker:       WC             Security ID:  981442106
Meeting Date: JUN 25, 2010   Meeting Type: Special
Record Date:  MAY 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Arrangement                     For       Against      Management




====================== MFS High Yield Opportunities Fund =======================


AMERICAN MEDIA OPERATIONS INC

Ticker:                      Security ID:  02744RAR8
Meeting Date: APR 27, 2010   Meeting Type: Written Consent
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Proposal 1 - Pik Notes                  For       For          Management
2     Proposal 2 - Subordinated Notes         For       For          Management


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

AMERICAN MEDIA OPERATIONS INC

Ticker:                      Security ID:  02744RAT4
Meeting Date: APR 27, 2010   Meeting Type: Written Consent
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Proposal 1 - Pik Notes                  For       For          Management
2     Proposal 2 - Subordinated Notes         For       For          Management


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

AMERISTAR CASINOS, INC.

Ticker:       ASCA           Security ID:  03070Q101
Meeting Date: JUN 16, 2010   Meeting Type: Annual
Record Date:  MAY 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl Brooks              For       For          Management
1.2   Elect Director Gordon R. Kanofsky       For       Withhold     Management
1.3   Elect Director J. William Richardson    For       For          Management
2     Ratify Auditors                         For       For          Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505559
Meeting Date: FEB 23, 2010   Meeting Type: Special
Record Date:  JAN 7, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Adjourn Meeting                         For       For          Management


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505559
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan S. Bies            For       For          Management
2     Elect Director William P. Boardman      For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director D. Paul Jones, Jr.       For       For          Management
8     Elect Director Monica C. Lozano         For       For          Management
9     Elect Director Thomas J. May            For       For          Management
10    Elect Director Brian T. Moynihan        For       For          Management
11    Elect Director Donald E. Powell         For       For          Management
12    Elect Director Charles O. Rossotti      For       For          Management
13    Elect Director Robert W. Scully         For       For          Management
14    Ratify Auditors                         For       For          Management
15    Increase Authorized Common Stock        For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                For       For          Management
18    Report on Government Service of         Against   Against      Shareholder
      Employees
19    TARP Related Compensation               Against   For          Shareholder
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning     Against   Against      Shareholder
23    Report on Collateral in Derivatives     Against   For          Shareholder
      Trading
24    Claw-back of Payments under             Against   For          Shareholder
      Restatements


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

CABLEVISION SYSTEMS CORPORATION

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Thomas V. Reifenheiser   For       Withhold     Management
1.3   Elect Director John R. Ryan             For       Withhold     Management
1.4   Elect Director Vincent Tese             For       Withhold     Management
1.5   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management


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

MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio

Ticker:                      Security ID:  55291X109
Meeting Date: JAN 28, 2010   Meeting Type: Written Consent
Record Date:  JAN 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Robert E. Butler          For       For          Management
1.2   Elect Trustee  Lawrence H. Cohn, M.D.   For       For          Management
1.3   Elect Trustee Maureen R. Goldfarb       For       For          Management
1.4   Elect Trustee David H. Gunning          For       For          Management
1.5   Elect Trustee William R. Gutow          For       For          Management
1.6   Elect Trustee Michael Hegarty           For       For          Management
1.7   Elect Trustee John P. Kavanaugh         For       For          Management
1.8   Elect Trustee  Robert J. Manning        For       For          Management
1.9   Elect Trustee Robert C. Pozen           For       For          Management
1.10  Elect Trustee J. Dale Sherratt          For       For          Management
1.11  Elect Trustee Laurie J. Thomsen         For       For          Management
1.12  Elect Trustee Robert W. Uek             For       For          Management


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

NORTEK, INC.

Ticker:       NTK            Security ID:  656559BG5
Meeting Date: OCT 16, 2009   Meeting Type: Written Consent
Record Date:  SEP 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept or Reject the Plan               For       For          Management


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

NORTEK, INC.

Ticker:       NTK            Security ID:  656559BJ9
Meeting Date: OCT 16, 2009   Meeting Type: Written Consent
Record Date:  SEP 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept or Reject the Plan               For       For          Management


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jay L. Geldmacher        For       For          Management
1.2   Elect Director Albert P.l. Stroucken    For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
1.4   Elect Director Thomas L. Young          For       For          Management
2     Ratify Auditors                         For       For          Management


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

PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 11, 2010   Meeting Type: Proxy Contest
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None      None
1     Elect Director Stephen C. Comer         For       For          Management
2     Elect Director John V. Giovenco         For       For          Management
3     Elect Director Richard J. Goeglein      For       For          Management
4     Elect Director Ellis Landau             For       For          Management
5     Elect Director Bruce A. Leslie          For       For          Management
6     Elect Director James L. Martineau       For       For          Management
7     Elect Director Michael Ornest           For       For          Management
8     Elect Director Lynn P. Reitnouer        For       For          Management
9     Elect Director Anthony M. Sanfilippo    For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Blue Card)             None      None
1     Elect Director Stephen C. Comer         None      Did Not Vote Shareholder
2     Elect Director John V. Giovenco         None      Did Not Vote Shareholder
3     Elect Director Richard J. Goeglein      None      Did Not Vote Shareholder
4     Elect Director Ellis Landau             None      Did Not Vote Shareholder
5     Elect Director Bruce A. Leslie          None      Did Not Vote Shareholder
6     Elect Director James L. Martineau       None      Did Not Vote Shareholder
7     Elect Director Michael Ornest           None      Did Not Vote Shareholder
8     Elect Director Lynn P. Reitnouer        None      Did Not Vote Shareholder
9     Elect Director Anthony M. Sanfilippo    None      Did Not Vote Shareholder
10    Amend Omnibus Stock Plan                None      Did Not Vote Management
11    Ratify Auditors                         None      Did Not Vote Management
12    Advisory Vote to Ratify Named Executive For       Did Not Vote Shareholder
      Officers' Compensation


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

PROPEX FABRICS INC

Ticker:       PROHD          Security ID:  74345RAC3
Meeting Date: AUG 17, 2009   Meeting Type: Written Consent
Record Date:  JUL 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     The Plan                                None      For          Management


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

SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUN 4, 2010    Meeting Type: Annual
Record Date:  APR 7, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William A. Gilliland     For       Withhold     Management
1.2   Elect Director D. Dwight Scott          For       For          Management
1.3   Elect Director Jeffrey S. Serota        For       For          Management
2     Ratify Auditors                         For       For          Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     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    Ratification Of Auditors                For       For          Management


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

WORLD COLOR PRESS INC.

Ticker:       WC             Security ID:  981442106
Meeting Date: MAY 13, 2010   Meeting Type: Annual/Special
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Mark Alan Angelson as Director    For       For          Management
1.2   Elect Michael Brennan Allen as Director For       For          Management
1.3   Elect Raymond John Bromark as Director  For       For          Management
1.4   Elect Gabriel de Alba as Director       For       For          Management
1.5   Elect James Joseph Gaffeney as Director For       For          Management
1.6   Elect Jack Kliger as Director           For       For          Management
1.7   Elect David Lyman McAusland as Director For       For          Management
1.8   Elect Thomas O'Neal Ryder as Director   For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Include French name in the Articles     For       For          Management
      (Imprimerie World Color Inc.)
4     Amend and Restate Deferred Share Unit   For       For          Management
      Plan
5     Approve Amended and Restated Restricted For       For          Management
      Share Unit Plan


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

WORLD COLOR PRESS INC.

Ticker:       WC             Security ID:  981442106
Meeting Date: JUN 25, 2010   Meeting Type: Special
Record Date:  MAY 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Arrangement                     For       Against      Management




======================== MFS Municipal High Income Fund ========================


MFS SERIES TRUST XIV -- MFS Institutional Money Market Portfolio

Ticker:                      Security ID:  55291X109
Meeting Date: JAN 28, 2010   Meeting Type: Written Consent
Record Date:  JAN 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Robert E. Butler          For       For          Management
1.2   Elect Trustee  Lawrence H. Cohn, M.D.   For       For          Management
1.3   Elect Trustee Maureen R. Goldfarb       For       For          Management
1.4   Elect Trustee David H. Gunning          For       For          Management
1.5   Elect Trustee William R. Gutow          For       For          Management
1.6   Elect Trustee Michael Hegarty           For       For          Management
1.7   Elect Trustee John P. Kavanaugh         For       For          Management
1.8   Elect Trustee  Robert J. Manning        For       For          Management
1.9   Elect Trustee Robert C. Pozen           For       For          Management
1.10  Elect Trustee J. Dale Sherratt          For       For          Management
1.11  Elect Trustee Laurie J. Thomsen         For       For          Management
1.12  Elect Trustee Robert W. Uek             For       For          Management

========== 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, 2010


*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.