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                                 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 811-02794

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

              111 Huntington Avenue, Boston, Massachusetts 02199
              (Address of principal executive offices) (Zip code)

                                Susan S. Newton
                    Massachusetts Financial Services Company
                             111 Huntington Avenue
                          Boston, Massachusetts 02199
                    (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, 2013 - June 30, 2014

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ITEM 1. PROXY VOTING RECORD.



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

ICA File Number: 811-02794
Reporting Period: 07/01/2013 - 06/30/2014
MFS Series Trust III









========================== MFS Global High Yield Fund ==========================

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



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


ACCURIDE CORPORATION

Ticker:       ACW            Security ID:  00439T206
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 05, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robin J. Adams           For       For          Management
1.2   Elect Director Keith E. Busse           For       Withhold     Management
1.3   Elect Director Richard F. Dauch         For       Withhold     Management
1.4   Elect Director Robert E. Davis          For       Withhold     Management
1.5   Elect Director Lewis M. Kling           For       For          Management
1.6   Elect Director John W. Risner           For       For          Management
1.7   Elect Director James R. Rulseh          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation




======================= MFS High Yield Pooled Portfolio ========================


ACCURIDE CORPORATION

Ticker:       ACW            Security ID:  00439T206
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 05, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robin J. Adams           For       For          Management
1.2   Elect Director Keith E. Busse           For       Withhold     Management
1.3   Elect Director Richard F. Dauch         For       Withhold     Management
1.4   Elect Director Robert E. Davis          For       Withhold     Management
1.5   Elect Director Lewis M. Kling           For       For          Management
1.6   Elect Director John W. Risner           For       For          Management
1.7   Elect Director James R. Rulseh          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUL 01, 2013   Meeting Type: Annual
Record Date:  MAY 15, 2013

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




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


MASSACHUSETTS DEV FIN AGY SR LIVING FAC REV

Ticker:                      Security ID:  57563TAD7
Meeting Date: AUG 13, 2013   Meeting Type: Written Consent
Record Date:  JUL 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Accept The Plan                      None      For          Management
2     Opt Out Release                         None      Against      Management


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

MASSACHUSETTS DEV FIN AGY SR LIVING FAC REV

Ticker:                      Security ID:  57563TAF2
Meeting Date: AUG 13, 2013   Meeting Type: Written Consent
Record Date:  JUL 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Accept The Plan                      None      For          Management
2     Opt Out Release                         None      Against      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): JOHN M. CORCORAN*
                          -------------------------------------
                          John M. Corcoran, Principal Executive
                          Officer & President

Date: August 25, 2014

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

*    Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a
     Power of Attorney dated July 8th, 2013. (1)

(1)  Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
     and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR
     on July 26, 2013.