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, 2007- June 30, 2008



ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-02794
Reporting Period: 07/01/2007 - 06/30/2008
MFS Series Trust III




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


BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       For        Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Require Independent Board Chairman        Against   Against    Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Against    Shareholder
25    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

CENTRAL GARDEN & PET CO.

Ticker:       CENT           Security ID:  153527106
Meeting Date: FEB 11, 2008   Meeting Type: Annual
Record Date:  DEC 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Brown           For       Withhold   Management
1.2   Elect Director Brooks M. Pennington III   For       Withhold   Management
1.3   Elect Director John B. Balousek           For       For        Management
1.4   Elect Director David N. Chichester        For       For        Management
1.5   Elect Director Alfred A. Piergallini      For       For        Management
1.6   Elect Director Bruce A. Westphal          For       For        Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S. H. Armacost             For       For        Management
2     Elect Director L. F. Deily                For       For        Management
3     Elect Director R. E. Denham               For       For        Management
4     Elect Director R. J. Eaton                For       For        Management
5     Elect Director S. Ginn                    For       For        Management
6     Elect Director F. G. Jenifer              For       For        Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       For        Management
9     Elect Director D. J. O?Reilly             For       For        Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       For        Management
12    Elect Director K. W. Sharer               For       For        Management
13    Elect Director C. R. Shoemate             For       For        Management
14    Elect Director R. D. Sugar                For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Adopt Human Rights Policy                 Against   Against    Shareholder
20    Report on Environmental Impact of Oil     Against   Against    Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   Against    Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   Against    Shareholder
23    Report on Market Specific Environmental   Against   Against    Shareholder
      Laws


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: MAY 27, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan D. Feld               For       For        Management
2     Elect Director Perry J. Lewis             For       For        Management
3     Elect Director L. Lowry Mays              For       For        Management
4     Elect Director Mark P. Mays               For       For        Management
5     Elect Director Randall T. Mays            For       For        Management
6     Elect Director B. J. McCombs              For       For        Management
7     Elect Director Phyllis B. Riggins         For       For        Management
8     Elect Director Theodore H. Strauss        For       For        Management
9     Elect Director J. C. Watts                For       For        Management
10    Elect Director John H. Williams           For       For        Management
11    Elect Director John B. Zachry             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Adopt Policy for Engagement With          Against   Against    Shareholder
      Proponents of Shareholder Proposals
      Supported by a Majority Vote
14    Require Independent Compensation          Against   Against    Shareholder
      Committee
15    Adopt Anti Gross-up Policy                Against   Against    Shareholder
16    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 6, 2008

#     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 Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Adopt Recapitalization Plan               Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Provide for Cumulative Voting for Class A Against   Against    Shareholder
      Shareholders
10    Adopt Principles for Health Care Reform   Against   Against    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

GOODMAN GLOBAL, INC.

Ticker:       GGL            Security ID:  38239A100
Meeting Date: JAN 11, 2008   Meeting Type: Special
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roberts M. Baylis          For       For        Management
2     Elect Director Terence C. Golden          For       For        Management
3     Elect Director Ann M. Korologos           For       For        Management
4     Elect Director Richard E. Marriott        For       For        Management
5     Elect Director Judith A. McHale           For       For        Management
6     Elect Director John B. Morse Jr           For       For        Management
7     Elect Director W. Edward Walter           For       For        Management
8     Ratify Auditors                           For       For        Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       For        Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       For        Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       For        Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   Against    Shareholder
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

LOUISIANA-PACIFIC CORP

Ticker:       LPX            Security ID:  546347105
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gary Cook               For       For        Management
1.2   Elect Director Kurt M. Landgraf           For       For        Management
2     Ratify Auditors                           For       For        Management


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

MGM MIRAGE

Ticker:       MGM            Security ID:  552953101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Baldwin          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Kenny C. Guinn             For       For        Management
1.4   Elect Director Alexander M. Haig, Jr.     For       For        Management
1.5   Elect Director Alexis M. Herman           For       For        Management
1.6   Elect Director Roland Hernandez           For       For        Management
1.7   Elect Director Gary N. Jacobs             For       For        Management
1.8   Elect Director Kirk Kerkorian             For       For        Management
1.9   Elect Director J. Terrence Lanni          For       For        Management
1.10  Elect Director Anthony Mandekic           For       For        Management
1.11  Elect Director Rose Mckinney-James        For       For        Management
1.12  Elect Director James J. Murren            For       For        Management
1.13  Elect Director Ronald M. Popeil           For       For        Management
1.14  Elect Director Daniel J. Taylor           For       For        Management
1.15  Elect Director Melvin B. Wolzinger        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Dividends Paid by Company's     Against   Against    Shareholder
      Peer Group


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. William Barnett         For       For        Management
2     Elect Director Donald J. Breeding         For       For        Management
3     Elect Director Kirby John H. Caldwell     For       For        Management
4     Elect Director Mark M. Jacobs             For       For        Management
5     Elect Director Steven L. Miller           For       For        Management
6     Elect Director Laree E. Perez             For       For        Management
7     Elect Director Evan J. Silverstein        For       For        Management
8     Elect Director Joel V. Staff              For       For        Management
9     Elect Director William L. Transier        For       For        Management
10    Ratify Auditors                           For       For        Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Chang             For       For        Management
1.2   Elect Director James E. Copeland, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     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




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


BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       For        Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Require Independent Board Chairman        Against   Against    Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Against    Shareholder
25    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

CENTRAL GARDEN & PET CO.

Ticker:       CENT           Security ID:  153527106
Meeting Date: FEB 11, 2008   Meeting Type: Annual
Record Date:  DEC 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Brown           For       Withhold   Management
1.2   Elect Director Brooks M. Pennington III   For       Withhold   Management
1.3   Elect Director John B. Balousek           For       For        Management
1.4   Elect Director David N. Chichester        For       For        Management
1.5   Elect Director Alfred A. Piergallini      For       For        Management
1.6   Elect Director Bruce A. Westphal          For       For        Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S. H. Armacost             For       For        Management
2     Elect Director L. F. Deily                For       For        Management
3     Elect Director R. E. Denham               For       For        Management
4     Elect Director R. J. Eaton                For       For        Management
5     Elect Director S. Ginn                    For       For        Management
6     Elect Director F. G. Jenifer              For       For        Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       For        Management
9     Elect Director D. J. O?Reilly             For       For        Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       For        Management
12    Elect Director K. W. Sharer               For       For        Management
13    Elect Director C. R. Shoemate             For       For        Management
14    Elect Director R. D. Sugar                For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Adopt Human Rights Policy                 Against   Against    Shareholder
20    Report on Environmental Impact of Oil     Against   Against    Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   Against    Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   Against    Shareholder
23    Report on Market Specific Environmental   Against   Against    Shareholder
      Laws


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: MAY 27, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan D. Feld               For       For        Management
2     Elect Director Perry J. Lewis             For       For        Management
3     Elect Director L. Lowry Mays              For       For        Management
4     Elect Director Mark P. Mays               For       For        Management
5     Elect Director Randall T. Mays            For       For        Management
6     Elect Director B. J. McCombs              For       For        Management
7     Elect Director Phyllis B. Riggins         For       For        Management
8     Elect Director Theodore H. Strauss        For       For        Management
9     Elect Director J. C. Watts                For       For        Management
10    Elect Director John H. Williams           For       For        Management
11    Elect Director John B. Zachry             For       For        Management
12    Ratify Auditors                           For       For        Management
13    Adopt Policy for Engagement With          Against   Against    Shareholder
      Proponents of Shareholder Proposals
      Supported by a Majority Vote
14    Require Independent Compensation          Against   Against    Shareholder
      Committee
15    Adopt Anti Gross-up Policy                Against   Against    Shareholder
16    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 6, 2008

#     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 Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Adopt Recapitalization Plan               Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Provide for Cumulative Voting for Class A Against   Against    Shareholder
      Shareholders
10    Adopt Principles for Health Care Reform   Against   Against    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

GOODMAN GLOBAL, INC.

Ticker:       GGL            Security ID:  38239A100
Meeting Date: JAN 11, 2008   Meeting Type: Special
Record Date:  DEC 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


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

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roberts M. Baylis          For       For        Management
2     Elect Director Terence C. Golden          For       For        Management
3     Elect Director Ann M. Korologos           For       For        Management
4     Elect Director Richard E. Marriott        For       For        Management
5     Elect Director Judith A. McHale           For       For        Management
6     Elect Director John B. Morse Jr           For       For        Management
7     Elect Director W. Edward Walter           For       For        Management
8     Ratify Auditors                           For       For        Management


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

IDEARC INC.

Ticker:       IAR            Security ID:  451663108
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry V. Elliott           For       For        Management
1.2   Elect Director Jonathan F. Miller         For       For        Management
1.3   Elect Director Donald B. Reed             For       For        Management
1.4   Elect Director Stephen L. Robertson       For       For        Management
1.5   Elect Director Thomas S. Rogers           For       For        Management
1.6   Elect Director Paul E. Weaver             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       For        Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       For        Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       For        Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   Against    Shareholder
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


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

LOUISIANA-PACIFIC CORP

Ticker:       LPX            Security ID:  546347105
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gary Cook               For       For        Management
1.2   Elect Director Kurt M. Landgraf           For       For        Management
2     Ratify Auditors                           For       For        Management


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

MGM MIRAGE

Ticker:       MGM            Security ID:  552953101
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Baldwin          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Kenny C. Guinn             For       For        Management
1.4   Elect Director Alexander M. Haig, Jr.     For       For        Management
1.5   Elect Director Alexis M. Herman           For       For        Management
1.6   Elect Director Roland Hernandez           For       For        Management
1.7   Elect Director Gary N. Jacobs             For       For        Management
1.8   Elect Director Kirk Kerkorian             For       For        Management
1.9   Elect Director J. Terrence Lanni          For       For        Management
1.10  Elect Director Anthony Mandekic           For       For        Management
1.11  Elect Director Rose Mckinney-James        For       For        Management
1.12  Elect Director James J. Murren            For       For        Management
1.13  Elect Director Ronald M. Popeil           For       For        Management
1.14  Elect Director Daniel J. Taylor           For       For        Management
1.15  Elect Director Melvin B. Wolzinger        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Dividends Paid by Company's     Against   Against    Shareholder
      Peer Group


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. William Barnett         For       For        Management
2     Elect Director Donald J. Breeding         For       For        Management
3     Elect Director Kirby John H. Caldwell     For       For        Management
4     Elect Director Mark M. Jacobs             For       For        Management
5     Elect Director Steven L. Miller           For       For        Management
6     Elect Director Laree E. Perez             For       For        Management
7     Elect Director Evan J. Silverstein        For       For        Management
8     Elect Director Joel V. Staff              For       For        Management
9     Elect Director William L. Transier        For       For        Management
10    Ratify Auditors                           For       For        Management


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

SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tom L. Ward                For       For        Management
1.2   Elect Director Roy T. Oliver, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J108
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Chang             For       For        Management
1.2   Elect Director James E. Copeland, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     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




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


BELL COUNTY TEXAS

Ticker:                      Security ID:  078027CW7
Meeting Date: APR 28, 2008   Meeting Type: Written Consent
Record Date:  MAR 26, 2008

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


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

BELL COUNTY TEXAS

Ticker:                      Security ID:  078027CX5
Meeting Date: APR 28, 2008   Meeting Type: Written Consent
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Plan of Reorganization                    None      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) Robert J. Manning
                         ----------------------------------------------
                         Robert J. Manning, Principal Executive Officer

Date: August 26, 2008