MASSACHUSETTS FINANCIAL SERVICES COMPANY
             500 BOYLSTON STREET o BOSTON o MASSACHUSETTS 02116-3741
                                 617 o 954-5000



                                        May 31, 2002



VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

     Re:  Massachusetts Investors Trust (File Nos. 2-11401 and 811-203)

Ladies and Gentlemen:

     This letter serves as notification  of the existence of a Spanish  language
version of the Prospectus and Statement of Additional  Information ("SAI") dated
May 1,  2002  of the  above-named  trust.  The  Prospectus  and  SAI  was  filed
electronically  with the Securities  and Exchange  Commission on April 30, 2002,
pursuant to Rule 485BPOS under the Securities  Act of 1933 (EDGAR  Accession No.
0000950156-02-000192).

     Pursuant to Rule 306(a) of Regulation S-T, I hereby represent,  to the best
of my knowledge,  that the Prospectus and SAI filed as described above is a fair
and accurate English translation of the corresponding foreign language document.

     Please call the  undersigned  at (617)  954-5182 or (800) 343-2829 with any
questions you may have.

                                        Very truly yours,



                                        JAMES R. BORDEWICK, JR.
                                        James R. Bordewick, Jr.
                                        Assistant Secretary and Assistant
                                        Clerk of the Trust