N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-203

MASSACHUSETTS INVESTORS TRUST

(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: December 31

Date of reporting period: September 30, 2010

ITEM 1. SCHEDULE OF INVESTMENTS.

Massachusetts Investors Trust

PORTFOLIO OF INVESTMENTS (unaudited) 9/30/10

Issuer	Shares/Par		Value ($)
Common Stocks – 99.2%
Aerospace – 2.5%
Lockheed Martin Corp.		232,030	$	16,539,098
United Technologies Corp.		853,150		60,769,875
			$	77,308,973
Alcoholic Beverages – 2.2%
Diageo PLC		1,529,638	$	26,335,865
Heineken N.V.		789,495		40,941,665
			$	67,277,530
Apparel Manufacturers – 1.6%
NIKE, Inc., “B”		596,090	$	47,770,653
Automotive – 0.9%
Bayerische Motoren Werke AG		373,630	$	26,201,027
Biotechnology – 2.0%
Genzyme Corp. (a)		452,190	$	32,010,530
Gilead Sciences, Inc. (a)		815,730		29,048,145
			$	61,058,675
Broadcasting – 2.1%
Walt Disney Co.		1,948,830	$	64,525,761
Brokerage & Asset Managers – 1.7%
Charles Schwab Corp.		1,417,820	$	19,707,698
Franklin Resources, Inc.		289,240		30,919,756
			$	50,627,454
Business Services – 1.3%
Accenture Ltd., “A”		920,370	$	39,106,521
Chemicals – 2.2%
3M Co.		553,370	$	47,982,713
Monsanto Co.		370,010		17,734,579
			$	65,717,292
Computer Software – 3.7%
Adobe Systems, Inc. (a)		351,900	$	9,202,185
Oracle Corp.		2,962,030		79,530,506
VeriSign, Inc. (a)		794,820		25,227,587
			$	113,960,278
Computer Software - Systems – 6.6%
Apple, Inc. (a)		282,210	$	80,077,088
EMC Corp. (a)		2,845,320		57,788,449
Hewlett-Packard Co.		953,920		40,131,414
International Business Machines Corp.		182,320		24,456,405
			$	202,453,356
Construction – 0.9%
Sherwin-Williams Co.		380,960	$	28,625,334
Consumer Products – 4.6%
Colgate-Palmolive Co.		431,140	$	33,137,420
Procter & Gamble Co.		1,162,726		69,728,678
Reckitt Benckiser Group PLC		649,233		35,705,989
			$	138,572,087
Electrical Equipment – 2.1%
Danaher Corp.		1,596,210	$	64,822,088
Electronics – 2.4%
Intel Corp.		1,544,490	$	29,700,543

1

Massachusetts Investors Trust

PORTFOLIO OF INVESTMENTS (unaudited) 9/30/10 - continued

Issuer	Shares/Par		Value ($)
Common Stocks – continued
Electronics – continued
Microchip Technology, Inc.		1,031,300	$	32,434,385
Samsung Electronics Co. Ltd., GDR		32,424		11,121,432
			$	73,256,360
Energy - Independent – 3.2%
EOG Resources, Inc.		234,460	$	21,797,746
Noble Energy, Inc.		364,550		27,374,060
Occidental Petroleum Corp.		380,780		29,815,074
QEP Resources, Inc.		638,640		19,248,610
			$	98,235,490
Energy - Integrated – 3.8%
Chevron Corp.		696,410	$	56,444,031
Exxon Mobil Corp.		407,860		25,201,669
Hess Corp.		572,020		33,817,822
			$	115,463,522
Food & Beverages – 3.1%
General Mills, Inc.		698,670	$	25,529,402
Nestle S.A.		490,571		26,134,831
PepsiCo, Inc.		625,719		41,572,770
			$	93,237,003
Gaming & Lodging – 1.3%
Carnival Corp.		305,720	$	11,681,561
International Game Technology		730,170		10,550,957
Ladbrokes PLC		3,393,101		7,153,156
Starwood Hotels & Resorts Worldwide, Inc.		180,250		9,472,138
			$	38,857,812
General Merchandise – 3.6%
Kohl’s Corp. (a)		723,280	$	38,102,390
Nordstrom, Inc.		367,210		13,660,212
Target Corp.		1,076,940		57,551,674
			$	109,314,276
Insurance – 2.8%
Aflac, Inc.		760,500	$	39,325,455
Aon Corp.		494,050		19,322,296
Travelers Cos., Inc.		499,160		26,006,236
			$	84,653,987
Internet – 2.2%
Google, Inc., “A” (a)		125,870	$	66,181,187
Major Banks – 11.4%
Bank of America Corp.		4,946,180	$	64,844,420
Bank of New York Mellon Corp.		1,590,813		41,567,944
Goldman Sachs Group, Inc.		337,680		48,821,774
JPMorgan Chase & Co.		2,061,480		78,480,544
State Street Corp.		1,046,600		39,414,956
SunTrust Banks, Inc.		738,310		19,070,547
Wells Fargo & Co.		2,139,906		53,775,838
			$	345,976,023
Medical Equipment – 5.1%
Baxter International, Inc.		414,150	$	19,759,097
Becton, Dickinson & Co.		488,490		36,197,109
Medtronic, Inc.		1,394,730		46,835,033
St. Jude Medical, Inc. (a)		903,570		35,546,444

2

Massachusetts Investors Trust

PORTFOLIO OF INVESTMENTS (unaudited) 9/30/10 - continued

Issuer	Shares/Par		Value ($)
Common Stocks – continued
Medical Equipment – continued
Thermo Fisher Scientific, Inc. (a)		379,100	$	18,151,308
			$	156,488,991
Natural Gas - Distribution – 0.4%
Questar Corp.		639,630	$	11,212,714
Network & Telecom – 2.4%
Cisco Systems, Inc. (a)		3,342,289	$	73,196,129
Oil Services – 3.6%
Halliburton Co.		1,017,620	$	33,652,693
National Oilwell Varco, Inc.		593,290		26,383,606
Noble Corp.		588,690		19,891,835
Schlumberger Ltd.		469,620		28,933,288
			$	108,861,422
Other Banks & Diversified Financials – 3.3%
American Express Co.		825,170	$	34,681,895
MasterCard, Inc., “A”		166,320		37,255,680
Visa, Inc., “A”		372,650		27,672,989
			$	99,610,564
Pharmaceuticals – 5.4%
Abbott Laboratories		1,252,210	$	65,415,450
Johnson & Johnson		1,112,778		68,947,725
Teva Pharmaceutical Industries Ltd., ADR		582,260		30,714,215
			$	165,077,390
Railroad & Shipping – 0.7%
Canadian National Railway Co.		345,750	$	22,134,915
Specialty Chemicals – 2.6%
Linde AG		329,750	$	42,921,295
Praxair, Inc.		415,580		37,510,251
			$	80,431,546
Specialty Stores – 1.0%
Staples, Inc.		1,526,130	$	31,926,640
Telephone Services – 2.1%
American Tower Corp., “A” (a)		636,700	$	32,637,242
AT&T, Inc. (s)		1,108,960		31,716,256
			$	64,353,498
Tobacco – 1.7%
Philip Morris International, Inc.		925,560	$	51,849,871
Trucking – 0.5%
Expeditors International of Washington, Inc.		351,110	$	16,231,815
Utilities - Electric Power – 2.2%
Alliant Energy Corp.		576,510	$	20,956,139
American Electric Power Co., Inc.		536,340		19,431,598
Wisconsin Energy Corp.		467,850		27,041,730
			$	67,429,467
Total Common Stocks			$	3,022,007,651
Money Market Funds (v) – 0.9%
MFS Institutional Money Market Portfolio, 0.23%, at Net Asset Value		28,095,708	$	28,095,708

3

Massachusetts Investors Trust

PORTFOLIO OF INVESTMENTS (unaudited) 9/30/10 - continued

Total Investments	$	3,050,103,359
Other Assets, Less Liabilities – (0.1)%		(4,458,791	)
Net Assets – 100.0%	$	3,045,644,568

(a) Non-income producing security.

(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short. At September 30, 2010, the value of securities pledged amounted to $171,028. At September 30, 2010, the fund had no short sales outstanding.

(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted is the annualized seven- day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

ADR American Depository Receipt

GDR Global Depository Receipt

PLC Public Limited Company

See attached supplemental information. For more information see notes to financial statements as disclosed in the most recent semiannual or annual report.

4

Massachusetts Investors Trust

Supplemental Information (Unaudited) 9/30/10

(1) Investment Valuations

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Equity securities held short, for which there were no sales reported for that day, are generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of September 30, 2010 in valuing the fund’s assets or liabilities:

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities	$	3,022,007,651	$	—	$	—	$	3,022,007,651
Mutual Funds		28,095,708		—		—		28,095,708
Total Investments	$	3,050,103,359	$	—	$	—	$	3,050,103,359

For further information regarding security characteristics, see the Portfolio of Investments.

(2) Portfolio Securities

The cost and unrealized appreciation and depreciation in the value of the investments owned by the fund, as computed on a federal income tax basis, are as follows:

Aggregate cost	$	2,738,037,912
Gross unrealized appreciation	$	481,455,071
Gross unrealized depreciation		(169,389,624	)
Net unrealized appreciation (depreciation)	$	312,065,447

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

5

Massachusetts Investors Trust

Supplemental Information (Unaudited) 9/30/10 - continued

(3) Transactions in Underlying Funds-Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:

Underlying Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio		41,744,050		242,360,069		(256,008,411	)		28,095,708
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio	$	—	$	—	$	48,243		$	28,095,708

6

ITEM 2. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-Q, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto.

Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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: MASSACHUSETTS INVESTORS TRUST

By (Signature and Title)*	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer, President

Date: November 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer, President (Principal Executive Officer)

Date: November 15, 2010

By (Signature and Title)*	JOHN M. CORCORAN
	John M. Corcoran, Treasurer (Principal Financial Officer and Accounting Officer)

Date: November 15, 2010

* Print name and title of each signing officer under his or her signature.

EX-99.CERT

EX-99.CERT

MASSACHUSETTS INVESTORS TRUST

CERTIFICATION

I, John M. Corcoran, certify that:

1. I have reviewed this report on Form N-Q of Massachusetts Investors Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2010	JOHN M. CORCORAN
	John M. Corcoran
	Treasurer (Principal Financial Officer and Accounting Officer)

EX-99.CERT

MASSACHUSETTS INVESTORS TRUST

CERTIFICATION

I, Maria F. DiOrioDwyer, certify that:

1. I have reviewed this report on Form N-Q of Massachusetts Investors Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2010	MARIA F. DIORIODWYER
	Maria F. DiOrioDwyer
	President (Principal Executive Officer)