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CORRESP
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MFS®
INVESTMENT MANAGEMENT

111 Huntington Avenue, Boston, Massachusetts 02199

Phone
617-954-5000

April 1, 2025

VIA EDGAR (as Correspondence)

United
States Securities and Exchange Commission

100 F Street, N.E.

Washington,
DC  20549

RE: Filings
of Preliminary Proxy Statements on Schedule 14A for MFS Series Trust II (File Nos. 33-7637; 811-04775)
and MFS Variable Insurance Trust (File Nos. 33-74668; 811-08326) (each, a "Registrant" and collectively,
the “Registrants”) on behalf of MFS Growth Fund and MFS Growth Series, respectively (each, a "Fund"
and collectively, the “Funds”)

Ladies and Gentlemen:

 With respect to your review of the above-referenced filings
of the Registrants, this letter sets forth our responses to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the "SEC") received during a conference call on March
21, 2025.

1. Comment: Please file the responses to the comments on EDGAR as correspondence
prior to or concurrent with filing the definitive proxy materials for each Fund.  Comments
to disclosure in one section of the proxy statement will apply to similar disclosures throughout
the
proxy statement.

 Response: The Registrants’ response letter will be filed as correspondence
for each Fund prior to or concurrent with the filing of the definitive proxy materials for each Fund.
Additionally, we acknowledge that comments received by the Staff concerning particular disclosure in
each Fund’s proxy statement will apply to similar disclosures throughout the Fund’s proxy statement
and we will implement any disclosure enhancements accordingly.

2. Comment: For
the proxy statements of both Funds, as it relates to the question “Why are shareholders being asked
to approve a change in the Fund’s diversification classification?” and the subsequent answer provided,
please provide examples of the certain issuers that have caused the Russell 1000 Growth Index (the “Index”)
to become more concentrated and address how each Fund intends to utilize its greater flexibility if converted
to

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April 1,
2025

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  a non-diversified fund.
 For example, it is unclear whether each Fund may or will overweight positions relative to the Index
or simply seek to match the Index’s exposure.  Please also briefly address how the change to a non-diversified
fund might impact each Fund’s existing concentration policies.

Response: The following enhancements
have been made to the section of each Fund’s proxy statement titled “Why are shareholders being asked
to approve a change in the Fund’s diversification classification?” to (i) provide examples of certain
issuer concentrations over 5% in the Index, (ii) clarify how the Fund intends to use the greater flexibility
if converted to a non-diversified fund, and (iii) address the  impact of the change to a non-diversified
fund on the Fund’s other investment policies, including the Fund’s existing concentration policies
(the underlined text reflects additions and the struck through text reflects deletions):

 “Over the past several
years, certain technology-related issuers have experienced significant increases in market capitalization.
Consequently, the Index has become much more concentrated at the individual issuer level.  As of January
31, 2025, issuer weightings over 5%, in aggregate, comprised 50.76% of the Index’s total weight. Specifically,
as of January 31, 2025, the weightings of the following issuers represented over 5% of the Index: Apple
Inc. (11.27%), Microsoft Corp. (10.30%), Nvidia Corp. (9.38%), Amazon.com Inc. (7.44%), Alphabet Inc.
(7.33%), and Meta Platforms, Inc. (5.04%). Although increased levels of concentration
have historically fluctuated in the Index, MFS believes that this market concentration is likely to continue.

 In
order to meet the requirements of the Fund’s current diversification status, MFS is limited in its
ability to effectively manage the Fund’s current positions in certain issuers.  Similar to the Index,
the Fund’s portfolio has gradually become more concentrated over time as a result of increases in the
market capitalization of certain issuers.  As of January 31, 2025, issuer weightings over 5%, in aggregate,
comprised 45.23% of the Fund’s total assets.  The Fund is not required to reduce these positions because
they are the result of market appreciation subsequent to the Fund’s investment.  However, MFS is limited
in its ability to effectively manage these positions based on its current investment thesis or relative
risk expectations for these issuers. Specifically, MFS is currently limited

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April 1,
2025

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to only being able to reduce its more concentrated
positions and, therefore, is unable to freely adjust these positions upward or downward relative to the
Index and MFS’ long-term outlook of an issuer’s fundamentals. The Fund is actively
managed and does not seek to track the holdings or issuer weightings of the Index and, therefore, if
the proposal is approved by the Fund’s shareholders, the Fund may seek to hold overweight or underweight
positions in specific issuers relative to the Index based on MFS’ long-term risk and return expectations
for a particular issuer.”

 ****

 “As noted above, if shareholders approve the reclassification
of the Fund to a non-diversified fund, the Fund’s fundamental investment policies regarding diversification
of investments will be changed to reflect that the Fund is non-diversified.  The Fund’s other
investment policies will remain unchanged, including the Fund’s policy concerning industry concentration.”

3. Comment: For the proxy statements of both Funds, as it relates to the
question “What are the costs associated with the reclassification?” and the subsequent answer provided,
please provide an estimate of the anticipated amount of portfolio repositioning for each Fund and the
related costs in connection with the change to a non-diversified fund.

Response: The following enhancements
have been made to the section of the Fund’s proxy statement titled “What are the costs associated
with the reclassification?” to provide further clarity to shareholders on portfolio repositioning that
MFS anticipates in connection with a change to a non-diversified fund (the underlined text reflects additions
and the struck through text reflects deletions):

 “To the extent portfolio securities are repositioned in
connection with the change in classification from a diversified fund to a non-diversified fund, shareholders
of the Fund will indirectly incur commissions and other transaction costs typically associated with the
purchase and sale of securities. MFS expects that any immediate costs associated with
repositioning of the Fund’s holdings as a result of the change to a non-diversified fund will be immaterial
relative to

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April 1,
2025

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the Fund’s net
assets. MFS anticipates that any resulting changes to the Fund’s portfolio composition will occur over
a period of time in response to MFS’ view of the performance potential and relative risk of an issuer
in light of prevailing market conditions. These transactions may also generate taxable gains for shareholders,
which Such transaction costs and tax consequences will vary depending
on the level of repositioning of the Fund’s holdings., which is dependent on MFS’
view of the performance potential and relative risk of an issuer in light of prevailing market conditions.”

4. Comment: For the proxy statements of both Funds, please discuss further,
in reasonable detail, the material factors, both adverse to and in favor of the proposal, considered
by the Fund’s Board of Trustees in concluding to approve the proposal, including, but not limited to,
any impacts on the Fund considered by the Fund’s Board of Trustees with respect to fees, expenses,
risks, or conflicts of interest.

Response: The following disclosure has been added to the section of
each Fund’s proxy statement titled “Why are shareholders being asked to approve a change in the Fund’s
diversification classification?” to describe the considerations that each Fund’s Board of Trustees
made in recommending that each Fund’s shareholders approve the proposal:

 “The Trustees, including the Trustees
who are not interested persons of the Fund (as defined in the 1940 Act), unanimously recommend approval
of the proposal. In recommending that shareholders approve the proposal, the Trustees considered, among
other things the potential benefits to the Fund from operating as a non-diversified fund, including the
increased flexibility afforded to MFS to actively manage the Fund's portfolio holdings. The Trustees
considered the risks associated with the proposal, including those risks that relate to the Fund potentially
becoming more concentrated in a smaller number of issuers. The Trustees also considered the anticipated
costs to the Fund resulting from the proposal, including costs for proxy solicitation, if needed, and
the costs associated with potential portfolio repositioning, if any.”

5. Comment: For
the proxy statement of MFS Growth Series, if only one proxy statement or notice of availability of proxy
materials is being delivered to multiple shareholders at the same address,

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April 1,
2025

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  please
include the information required by Item 23 of Schedule 14A.

Response: For MFS Growth Series,
the proxy statement will be mailed to each shareholder of the Fund and, therefore, we will not limit
the number of proxy statements delivered to households in instances where multiple shareholders share
the same address. As such, we respectfully decline to include the information required by Item 23 of
Schedule 14A in the proxy statement for the MFS Growth Series.

6. Comment: For
the proxy statement of MFS Growth Fund, as it relates to the question “What are the costs associated
with the reclassification?” and the subsequent answer provided, please ensure that any statements of
costs to be borne by the Fund are consistent throughout the proxy.  For example, in the aforementioned
question and answer, costs are estimated to be approximately $13,600,000; but later in the Fund’s proxy
statement, costs of the Fund’s proxy solicitation vendor services are estimated to be approximately
$5,508,000.  Please conform the Fund’s disclosure if necessary.

Response: The anticipated costs
of $13,600,000 disclosed in the section of the MFS Growth Fund’s proxy statement titled “What are
the costs associated with the reclassification?” are intended to provide shareholders with an estimate
of the total costs incurred by the Fund as a result of the proposal. These costs are inclusive of the
proxy solicitation, tabulation, and shareholder meeting services that will be provided to the Fund by
Computershare Trust Company, N.A. In order to further clarify existing disclosure concerning the estimated
costs associated with the proposal, we have made the below enhancements to the Fund’s proxy statement.

  The following enhancements have been made to the section of
the Fund’s proxy statement titled “What are the costs associated with the reclassification?” (the
underlined text reflects additions and the struck through text reflects deletions):

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April 1,
2025

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“The cost associated with the reclassification of the Fund from a diversified
fund to non-diversified fund are estimated to be approximately $13,600,000. This
cost estimate includes estimated costs for printing, preparation, and mailing of the proxy materials
and related shareholder communications. Additionally, this cost estimate includes estimated costs of
approximately $5,508,000 to be paid to Computershare Trust Company, N.A. (“Computershare”) to provide
shareholder solicitation services, vote tabulation services, and shareholder meeting services. This cost includes printing, preparation
and mailing of shareholder communication materials, proxy solicitation and shareholder meeting costs. The Fund shall bear the fees and expenses associated with the reclassification and such costs may increase substantially if this proposal is contested
or increased solicitation or mailing services are required.”

 The following enhancements have been made
to the subsection titled “Solicitation of Proxies.” under the section of the Fund’s proxy statement
titled “More Information about the Proposal” (the underlined text reflects additions and the struck
through text reflects deletions):

 The Fund has engaged Computershare Trust
Company, N.A. (“Computershare”), the proxy tabulation agent, to provide
shareholder meeting services including the distribution of the Notice of Internet
Availability of Proxy Materials, this Proxy Statement and related materials to shareholders
as well as vote solicitation and tabulation services.  A proxy may be revoked prior to its exercise by
a signed writing filed with Computershare, c/o PO Box 43131, Providence, RI, 02940-3131 or by attending
the Meeting and voting in person. It is anticipated that the cost of Computershare’s services will
be approximately $5,508,000 and may increase substantially in the event that any vote is contested or
increased solicitation efforts are required. The Fund will incur additional costs
associated with preparing, printing, and mailing proxy materials and related shareholder communications.
 Please refer to the section of this Proxy Statement entitled “What are the costs associated with the
reclassification?” for further information concerning these and other costs associated with this proposal.

Securities and Exchange Commission

April 1,
2025

Page 7

If you have any questions concerning the
foregoing, please call the undersigned at 617-954-5000.

Sincerely,

/S/
WILLIAM B. WILSON

William B. Wilson

Assistant Vice President
and Senior Counsel

MFS Investment Management