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
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                              MFS SERIES TRUST III

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               (Exact name of registrant as specified in charter)

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

                             James R. Bordewick, Jr.
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116

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                    (Name and address of agents for service)

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

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                      Date of fiscal year end: January 31

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             Date of reporting period: July 1, 2003 - June 30, 2004

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ITEM 1.  PROXY VOTING RECORD.



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


ALLSTREAM INC  (FORMERLY AT & T CANADA)

Ticker:       ALLSB          Security ID:  02004C105
Meeting Date: MAY 12, 2004   Meeting Type: Special
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect John McLennan, Gerald E. Beasley,   For       For        Management
      Jane Mowat and Ian M. McKinnon as
      Directors.
2     Approve Agreement with Manitoba Telecom   For       For        Management
      Services Inc, an Arrangement Under
      Section 192 of the Special Canada
      Business Corporations Act.
3     Rescind Shareholder Rights Plan (Poison   For       For        Management
      Pill).


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ALLSTREAM INC  (FORMERLY AT & T CANADA)

Ticker:       ALLSB          Security ID:  02004C105
Meeting Date: MAY 12, 2004   Meeting Type: Annual/Special
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Purdy Crawford, William A.          For       For        Management
      Etherington, Deryk I. King, Ian D.
      Mansfield, Daniel F. Sullivan as
      Directors.
2     Ratify KPMG LLP as Auditors and Authorise For       For        Management
      Directors to Fix Remuneration of
      Auditors.
3     Approve Agreement with Manitoba Telecom   For       For        Management
      Services Inc, an Arrangement Under
      Section 192 of the Canada Business
      Corporations Act.
4     Rescind Shareholder Rights Plan (Poison   For       For        Management
      Pill)


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COMPLETEL EUROPE N.V.

Ticker:                      Security ID:  NL0000262822
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Report of Management Board        None      Did Not    Management
                                                          Vote
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Approve Discharge of Management and       For       Did Not    Management
      Supervisory Boards                                  Vote
5     Authorize Repurchase of Up to 0.5 Percent For       Did Not    Management
      of Issued Share  Capital                            Vote
6.A.1 Reelect Lawrence DeGeorge to Supervisory  For       Did Not    Management
      Board                                               Vote
6.A.2 Elect Paul Westhoff to Supervisory Board  Against   Did Not    Management
                                                          Vote
6.B.1 Reelect James Allen to Supervisory Board  For       Did Not    Management
                                                          Vote
6.B.2 Elect Peter van Langeveld to Supervisory  Against   Did Not    Management
      Board                                               Vote
6.C.1 Reelect Jean-Pierre Vandromme to          For       Did Not    Management
      Supervisory Board                                   Vote
6.C.2 Elect Richard Smeding to Supervisory      Against   Did Not    Management
      Board                                               Vote
6.D.1 Reelect Duncan Lewis to Supervisory Board For       Did Not    Management
                                                          Vote
6.D.2 Elect Cees van Oevelen to Supervisory     Against   Did Not    Management
      Board                                               Vote
7     Discussion about Company's Corporate      None      Did Not    Management
      Governance Report                                   Vote
8     Amend Articles to Conform to              For       Did Not    Management
      Recommendations of Dutch Corporate                  Vote
      Governance Code and to Reflect Conversion
      of All Preferred A and B Shares into
      Ordinary Shares
9     Approve Cancellation of Entire C Share    For       Did Not    Management
      Capital Held by Company                             Vote
10    Ratify Deloitte & Touche as Auditors      For       Did Not    Management
                                                          Vote
11    Other Business                            None      Did Not    Management
                                                          Vote
12    Close Meeting                             None      Did Not    Management
                                                          Vote


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ITC DELTACOM, INC.

Ticker:       ITCD           Security ID:  45031T401
Meeting Date: DEC 18, 2003   Meeting Type: Annual
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Almeida, Jr.          For       For        Management
1.2   Elect Director Donald W. Burton           For       For        Management
1.3   Elect Director John J. DeLucca            For       For        Management
1.4   Elect Director R. Gerald McCarley         For       For        Management
1.5   Elect Director Thomas E. McInerney        For       For        Management
1.6   Elect Director Robert C. Taylor           For       For        Management
1.7   Elect Director Larry F. Williams          For       For        Management
2     Increase Authorized Preferred and Common  For       Against    Management
      Stock
3     Approve Repricing of Options              For       Against    Management


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ITC DELTACOM, INC.

Ticker:       ITCD           Security ID:  45031T401
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Almeida, Jr.         For       For        Management
1.2   Elect  Director Donald W. Burton          For       For        Management
1.3   Elect  Director John J. Delucca           For       For        Management
1.4   Elect  Director R. Gerald Mccarley        For       For        Management
1.5   Elect  Director Thomas E. Mcinerney       For       For        Management
1.6   Elect  Director Robert C. Taylor          For       For        Management
1.7   Elect  Director Larry F. Williams         For       For        Management


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  XS0158658228
Meeting Date: MAY 14, 2004   Meeting Type: Bondholder
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Indenture Relating to Notes Dated   For       Did Not    Management
      18 November 2002 between Jazztel and the            Vote
      Bank of New York to Reduce the Conversion
      Price That Is Used When Converting Notes
      into Ordinary Shares from EUR 0.68 to EUR
      0.39 Per Share
2     Approve the Conversion of All the Notes   For       Did Not    Management
      into Ordinary Shares of the Company at              Vote
      the Reduced Conversion Price


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  GB0057933615
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect Bill Collatos as Director           For       For        Management
3     Elect Luis Rodriguez as Director          For       For        Management
4     Elect Roberto de Diego Arozamena as       For       For        Management
      Director
5     Elect Peter Manning as Director           For       For        Management
6     Reelect Antonio Marina as Director        For       For        Management
7     Approve Remuneration Report               For       For        Management
8     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Authorize the Directors to Apply for      For       For        Management
      Admission to Listing and Take Any Steps
      Required for Maintaining Listings on
      Nasdaq Europe and the Spanish Stock
      Exchanges of Bilbao, Barcelona, Madrid
      and Valencia
10    Authorize Consolidation of 1,276,032,119  For       For        Management
      Ordinary Voting Shares of EUR 0.08 Each
      into 127,603,211.90 Ordinary Voting
      Shares of EUR 0.80 Each
11    Authorize the Directors to Sell the       For       For        Management
      Aggregate Fractions of an Ordinary Voting
      Share of EUR 0.80 Arising as a Result of
      the Consolidation


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METAL MANAGEMENT, INC.

Ticker:       MTLMQ          Security ID:  591097209
Meeting Date: SEP 17, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert A. Cozzi            For       For        Management
1.2   Elect Director Daniel W. Dienst           For       For        Management
1.3   Elect Director John T. DiLacqua           For       For        Management
1.4   Elect Director Kevin P. McGuinness        For       For        Management
1.5   Elect Director Harold J. Rouster          For       For        Management
2     Ratify Auditors                           For       For        Management


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NTL INCORPORATED

Ticker:       NTLI           Security ID:  62940M104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey D. Benjamin       For       For        Management
1.2   Elect  Director David Elstein             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Share Plan Grant                  For       Against    Management


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PTV INC.

Ticker:       PTVI           Security ID:  62940R202
Meeting Date: JAN 27, 2004   Meeting Type: Special
Record Date:  DEC 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       For        Management
2     Change Company Name                       For       For        Management


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SINCLAIR BROADCAST GROUP, INC.

Ticker:       SBGI           Security ID:  829226109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David D. Smith            For       For        Management
1.2   Elect  Director Frederick G. Smith        For       For        Management
1.3   Elect  Director J. Duncan Smith           For       For        Management
1.4   Elect  Director Robert E. Smith           For       For        Management
1.5   Elect  Director Basil A. Thomas           For       For        Management
1.6   Elect  Director Lawrence E. Mccanna       For       For        Management
1.7   Elect  Director Daniel C. Keith           For       For        Management
1.8   Elect  Director Martin R. Leader          For       For        Management
2     Ratify Auditors                           For       For        Management


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SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: NOV 25, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leon D. Black              For       For        Management
1.2   Elect Director Joseph P. Clayton          For       For        Management
1.3   Elect Director Lawrence F. Gilberti       For       For        Management
1.4   Elect Director James P. Holden            For       For        Management
1.5   Elect Director Warren N. Lieberfarb       For       For        Management
1.6   Elect Director Michael J. McGuiness       For       For        Management
1.7   Elect Director James F. Mooney            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


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SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leon D. Black             For       For        Management
1.2   Elect  Director Joseph P. Clayton         For       For        Management
1.3   Elect  Director Lawrence F. Gilberti      For       For        Management
1.4   Elect  Director James P. Holden           For       For        Management
1.5   Elect  Director Warren N. Lieberfarb      For       For        Management
1.6   Elect  Director Michael J. McGuiness      For       For        Management
1.7   Elect  Director James F. Mooney           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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SONG NETWORKS HOLDING AB[FORMERLY SONG NETWORKS AB (FORMERLY

Ticker:       TEUR           Security ID:  SE0000434102
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Elect Chairman of Meeting                 For       Did Not    Management
                                                          Vote
3     Prepare and Approve List of Shareholders  For       Did Not    Management
                                                          Vote
4     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
5     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote
6     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
7     Receive Financial Statements and          None      Did Not    Management
      Statutory Reports                                   Vote
8     Receive Board and Committee Reports       None      Did Not    Management
                                                          Vote
9     Receive President's Report                None      Did Not    Management
                                                          Vote
10.1  Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
10.2  Approve Net Loss                          For       Did Not    Management
                                                          Vote
10.3  Approve Discharge of Board and President  For       Did Not    Management
                                                          Vote
11    Approve Remuneration of Directors;        For       Did Not    Management
      Approve Remuneration of Auditors                    Vote
12    Elect Directors; Ratify Deloitte & Touche For       Did Not    Management
      (Peter Gustafsson) as Auditors                      Vote
13    Approve Creation of SEK 14.6 Million Pool For       Did Not    Management
      of Conditional Capital without Preemptive           Vote
      Rights
14.1  Shareholder Proposal: Authorize General   None      Did Not    Shareholder
      Meeting to Elect Members of Nominating              Vote
      Committee
14.2  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish a Remuneration Committee                  Vote
14.3  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish an Audit Committee                        Vote
15    Close Meeting                             None      Did Not    Management
                                                          Vote


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STERLING CHEMICALS, INC.

Ticker:       SCHI           Security ID:  859166100
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard K. Crump          For       For        Management
1.2   Elect  Director Peter Ting Kai Wu         For       For        Management
2     Ratify Auditors                           For       For        Management


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THERMADYNE HOLDINGS CORP.

Ticker:       THMD           Security ID:  883435307
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul D. Melnuk            For       For        Management
1.2   Elect  Director Andrew L. Berger          For       For        Management
1.3   Elect  Director James B. Gamache          For       For        Management
1.4   Elect  Director Marnie S. Gordon          For       For        Management
1.5   Elect  Director John G. Johnson, Jr.      For       For        Management
1.6   Elect  Director Bradley G. Pattelli       For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Deferred Compensation Plan          For       For        Management
5     Ratify Auditors                           For       For        Management


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VERSATEL TELECOM INTERNATIONAL

Ticker:                      Security ID:  NL0000391266
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Report of Management Board        None      Did Not    Management
                                                          Vote
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
5     Approve Discharge of Supervisory Board    For       Did Not    Management
                                                          Vote
6     Approve Decrease in Size of Supervisory   For       Did Not    Management
      Board                                               Vote
7     Approve Discharge of Retiring Members of  For       Did Not    Management
      Supervisory Board for 2003                          Vote
8     Elect Boudewijn Beerkens, Loek Heermans,  For       Did Not    Management
      and Hans Huber to Supervisory Board                 Vote
9     Approve Remuneration of Supervisory Board For       Did Not    Management
                                                          Vote
10    Ratify Auditors                           For       Did Not    Management
                                                          Vote
11    Discussion about Company's Corporate      None      Did Not    Management
      Governance Report                                   Vote
12    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
13    Allow Questions                           None      Did Not    Management
                                                          Vote
14    Close Meeting                             None      Did Not    Management
                                                          Vote


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XO COMMUNICATIONS, INC.

Ticker:       XOCM           Security ID:  983764838
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl C. Icahn             For       For        Management
1.2   Elect  Director Carl J. Grivner           For       For        Management
1.3   Elect  Director Andrew R. Cohen           For       For        Management
1.4   Elect  Director Adam Dell                 For       For        Management
1.5   Elect  Director Vincent J. Intrieri       For       For        Management
1.6   Elect  Director Keith Meister             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management




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


ITC DELTACOM, INC.

Ticker:       ITCD           Security ID:  45031T401
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Almeida, Jr.         For       For        Management
1.2   Elect  Director Donald W. Burton          For       For        Management
1.3   Elect  Director John J. Delucca           For       For        Management
1.4   Elect  Director R. Gerald Mccarley        For       For        Management
1.5   Elect  Director Thomas E. Mcinerney       For       For        Management
1.6   Elect  Director Robert C. Taylor          For       For        Management
1.7   Elect  Director Larry F. Williams         For       For        Management


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ITC DELTACOM, INC.

Ticker:       ITCD           Security ID:  45031T401
Meeting Date: DEC 18, 2003   Meeting Type: Annual
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Almeida, Jr.          For       For        Management
1.2   Elect Director Donald W. Burton           For       For        Management
1.3   Elect Director John J. DeLucca            For       For        Management
1.4   Elect Director R. Gerald McCarley         For       For        Management
1.5   Elect Director Thomas E. McInerney        For       For        Management
1.6   Elect Director Robert C. Taylor           For       For        Management
1.7   Elect Director Larry F. Williams          For       For        Management
2     Increase Authorized Preferred and Common  For       Against    Management
      Stock
3     Approve Repricing of Options              For       Against    Management


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  G5085M101
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect Bill Collatos as Director           For       For        Management
3     Elect Luis Rodriguez as Director          For       For        Management
4     Elect Roberto de Diego Arozamena as       For       For        Management
      Director
5     Elect Peter Manning as Director           For       For        Management
6     Reelect Antonio Marina as Director        For       For        Management
7     Approve Remuneration Report               For       For        Management
8     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Authorize the Directors to Apply for      For       For        Management
      Admission to Listing and Take Any Steps
      Required for Maintaining Listings on
      Nasdaq Europe and the Spanish Stock
      Exchanges of Bilbao, Barcelona, Madrid
      and Valencia
10    Authorize Consolidation of 1,276,032,119  For       For        Management
      Ordinary Voting Shares of EUR 0.08 Each
      into 127,603,211.90 Ordinary Voting
      Shares of EUR 0.80 Each
11    Authorize the Directors to Sell the       For       For        Management
      Aggregate Fractions of an Ordinary Voting
      Share of EUR 0.80 Arising as a Result of
      the Consolidation


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  G5085MAM3
Meeting Date: MAY 14, 2004   Meeting Type: Bondholder
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Indenture Relating to Notes Dated   For       Did Not    Management
      18 November 2002 between Jazztel and the            Vote
      Bank of New York to Reduce the Conversion
      Price That Is Used When Converting Notes
      into Ordinary Shares from EUR 0.68 to EUR
      0.39 Per Share
2     Approve the Conversion of All the Notes   For       Did Not    Management
      into Ordinary Shares of the Company at              Vote
      the Reduced Conversion Price


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METAL MANAGEMENT, INC.

Ticker:       MTLMQ          Security ID:  591097209
Meeting Date: SEP 17, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert A. Cozzi            For       For        Management
1.2   Elect Director Daniel W. Dienst           For       For        Management
1.3   Elect Director John T. DiLacqua           For       For        Management
1.4   Elect Director Kevin P. McGuinness        For       For        Management
1.5   Elect Director Harold J. Rouster          For       For        Management
2     Ratify Auditors                           For       For        Management


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NTL INCORPORATED

Ticker:       NTLI           Security ID:  62940M104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey D. Benjamin       For       For        Management
1.2   Elect  Director David Elstein             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Share Plan Grant                  For       Against    Management


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PTV INC.

Ticker:       PTVI           Security ID:  62940R202
Meeting Date: JAN 27, 2004   Meeting Type: Special
Record Date:  DEC 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       For        Management
2     Change Company Name                       For       For        Management


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SINCLAIR BROADCAST GROUP, INC.

Ticker:       SBGI           Security ID:  829226109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David D. Smith            For       For        Management
1.2   Elect  Director Frederick G. Smith        For       For        Management
1.3   Elect  Director J. Duncan Smith           For       For        Management
1.4   Elect  Director Robert E. Smith           For       For        Management
1.5   Elect  Director Basil A. Thomas           For       For        Management
1.6   Elect  Director Lawrence E. Mccanna       For       For        Management
1.7   Elect  Director Daniel C. Keith           For       For        Management
1.8   Elect  Director Martin R. Leader          For       For        Management
2     Ratify Auditors                           For       For        Management


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SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leon D. Black             For       For        Management
1.2   Elect  Director Joseph P. Clayton         For       For        Management
1.3   Elect  Director Lawrence F. Gilberti      For       For        Management
1.4   Elect  Director James P. Holden           For       For        Management
1.5   Elect  Director Warren N. Lieberfarb      For       For        Management
1.6   Elect  Director Michael J. McGuiness      For       For        Management
1.7   Elect  Director James F. Mooney           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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

SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: NOV 25, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leon D. Black              For       For        Management
1.2   Elect Director Joseph P. Clayton          For       For        Management
1.3   Elect Director Lawrence F. Gilberti       For       For        Management
1.4   Elect Director James P. Holden            For       For        Management
1.5   Elect Director Warren N. Lieberfarb       For       For        Management
1.6   Elect Director Michael J. McGuiness       For       For        Management
1.7   Elect Director James F. Mooney            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


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STERLING CHEMICALS, INC.

Ticker:       SCHI           Security ID:  859166100
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard K. Crump          For       For        Management
1.2   Elect  Director Peter Ting Kai Wu         For       For        Management
2     Ratify Auditors                           For       For        Management


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

THERMADYNE HOLDINGS CORP.

Ticker:       THMD           Security ID:  883435307
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul D. Melnuk            For       For        Management
1.2   Elect  Director Andrew L. Berger          For       For        Management
1.3   Elect  Director James B. Gamache          For       For        Management
1.4   Elect  Director Marnie S. Gordon          For       For        Management
1.5   Elect  Director John G. Johnson, Jr.      For       For        Management
1.6   Elect  Director Bradley G. Pattelli       For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Deferred Compensation Plan          For       For        Management
5     Ratify Auditors                           For       For        Management


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

VERSATEL TELECOM INTERNATIONAL

Ticker:                      Security ID:  N93195100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Report of Management Board        None      Did Not    Management
                                                          Vote
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
5     Approve Discharge of Supervisory Board    For       Did Not    Management
                                                          Vote
6     Approve Decrease in Size of Supervisory   For       Did Not    Management
      Board                                               Vote
7     Approve Discharge of Retiring Members of  For       Did Not    Management
      Supervisory Board for 2003                          Vote
8     Elect Boudewijn Beerkens, Loek Heermans,  For       Did Not    Management
      and Hans Huber to Supervisory Board                 Vote
9     Approve Remuneration of Supervisory Board For       Did Not    Management
                                                          Vote
10    Ratify Auditors                           For       Did Not    Management
                                                          Vote
11    Discussion about Company's Corporate      None      Did Not    Management
      Governance Report                                   Vote
12    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
13    Allow Questions                           None      Did Not    Management
                                                          Vote
14    Close Meeting                             None      Did Not    Management
                                                          Vote


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

XO COMMUNICATIONS, INC.

Ticker:       XOCM           Security ID:  983764838
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl C. Icahn             For       For        Management
1.2   Elect  Director Carl J. Grivner           For       For        Management
1.3   Elect  Director Andrew R. Cohen           For       For        Management
1.4   Elect  Director Adam Dell                 For       For        Management
1.5   Elect  Director Vincent J. Intrieri       For       For        Management
1.6   Elect  Director Keith Meister             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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

No voting records for this reporting period.


                                   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) ROBERT J. MANNING*
                         -----------------------------------
                         Robert J. Manning, Principal Executive Officer

Date:  August 30, 2004
       ------------------


*By:  JAMES F. DESMARAIS
      -------------------------------------------
      Name: James F. DesMarais as Attorney-in-fact

Executed by James F. DesMarais on behalf of Robert J. Manning pursuant to a
Power of Attorney dated August 12, 2004.(1)

- ------------------
(1)  Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
     811-2464) Post-Effective Amendment No. 52 filed with the SEC via EDGAR on
     August 27, 2004.