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 811-5912
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                             MFS SPECIAL VALUE TRUST
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               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
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               (Address of principal executive offices) (Zip code)

                             James R. Bordewick, Jr.
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
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                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000
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                      Date of fiscal year end: October 31
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             Date of reporting period: July 1, 2003 - June 30, 2004
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ITEM 1.  PROXY VOTING RECORD.


=========================== MFS SPECIAL VALUE TRUST ============================


ANACOMP, INC

Ticker:       ANCPA          Security ID:  03237E207
Meeting Date: FEB 26, 2004   Meeting Type: Proxy Contest
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward P. Smoot            For       For        Management
1.2   Elect Director Jeffrey R. Cramer          For       For        Management
1.3   Elect Director Gary J. Fernandes          For       For        Management
1.4   Elect Director Mark K. Holdsworth         For       For        Management
1.5   Elect Director Fred G. Jager              For       For        Management
1.6   Elect Director James F. McGovern          For       For        Management
1.7   Elect Director Michael E. Tennenbaum      For       For        Management
2     Amend Articles to Delete Inapplicable     For       For        Management
      Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Omnibus Stock Plan                For       For        Management
5     Ratify Auditors                           For       For        Management
6     Adjourn Meeting                           For       For        Management
1.1   Elect Director Raymond L. Steele          For       Did Not    Management
                                                          Vote
1.2   Elect Director Frank L. Bellis, Jr.       For       Did Not    Management
                                                          Vote
2     Amend Articles to Delete Inapplicable     For       Did Not    Management
      Provision                                           Vote
3     Approve Non-Employee Director Omnibus     For       Did Not    Management
      Stock Plan                                          Vote
4     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote
6     Adjourn Meeting                           Against   Did Not    Management
                                                          Vote


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BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don D. Jordan              For       For        Management
1.2   Elect Director William H. White           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Report on Foreign Operations Risk         Against   Against    Shareholder


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CALPINE CORP.

Ticker:       CPN            Security ID:  131347106
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ann B. Curtis             For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director Gerald Greenwald          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Implement Indigenous Peoples Right        Against   Against    Shareholder
      Policy/ Cease Medicine Lake Development
6     Limit Awards to Executives                Against   Against    Shareholder
7     Include Voting Recommendations of         Against   Against    Shareholder
      Institutional Holders in Proxy Statement
8     Ratify Auditors                           For       For        Management


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COMMONWEALTH INDUSTRIES, INC.

Ticker:       CMIN           Security ID:  203004106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul E. Lego              For       For        Management
1.2   Elect  Director John E. Merow             For       For        Management
2     Ratify Auditors                           For       For        Management


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COMPLETEL EUROPE N.V.

Ticker:                      Security ID:  NL0000262822
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Receive Report of Management Board        None      Did Not    Management
                                                          Vote
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Approve Discharge of Management and       For       Did Not    Management
      Supervisory Boards                                  Vote
5     Authorize Repurchase of Up to 0.5 Percent For       Did Not    Management
      of Issued Share  Capital                            Vote
6.A.1 Reelect Lawrence DeGeorge to Supervisory  For       Did Not    Management
      Board                                               Vote
6.A.2 Elect Paul Westhoff to Supervisory Board  Against   Did Not    Management
                                                          Vote
6.B.1 Reelect James Allen to Supervisory Board  For       Did Not    Management
                                                          Vote
6.B.2 Elect Peter van Langeveld to Supervisory  Against   Did Not    Management
      Board                                               Vote
6.C.1 Reelect Jean-Pierre Vandromme to          For       Did Not    Management
      Supervisory Board                                   Vote
6.C.2 Elect Richard Smeding to Supervisory      Against   Did Not    Management
      Board                                               Vote
6.D.1 Reelect Duncan Lewis to Supervisory Board For       Did Not    Management
                                                          Vote
6.D.2 Elect Cees van Oevelen to Supervisory     Against   Did Not    Management
      Board                                               Vote
7     Discussion about Company's Corporate      None      Did Not    Management
      Governance Report                                   Vote
8     Amend Articles to Conform to              For       Did Not    Management
      Recommendations of Dutch Corporate                  Vote
      Governance Code and to Reflect Conversion
      of All Preferred A and B Shares into
      Ordinary Shares
9     Approve Cancellation of Entire C Share    For       Did Not    Management
      Capital Held by Company                             Vote
10    Ratify Deloitte & Touche as Auditors      For       Did Not    Management
                                                          Vote
11    Other Business                            None      Did Not    Management
                                                          Vote
12    Close Meeting                             None      Did Not    Management
                                                          Vote


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COOPER CAMERON CORP.

Ticker:       CAM            Security ID:  216640102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lamar Norsworthy          For       For        Management
1.2   Elect  Director Michael E. Patrick        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Sustainability Report             Against   Against    Shareholder


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CUMULUS MEDIA INC.

Ticker:       CMLS           Security ID:  231082108
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric P. Robison           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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EL PASO ELECTRIC CO.

Ticker:       EE             Security ID:  283677854
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Robert Brown           For       For        Management
1.2   Elect  Director James W. Cicconi          For       For        Management
1.3   Elect  Director George W. Edwards, Jr.    For       For        Management
1.4   Elect  Director P.Z. Holland-Branch       For       For        Management


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GLOBAL SANTA FE CORP.(FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ferdinand A. Berger       For       For        Management
1.2   Elect  Director Khaled R. Al-Haroon       For       For        Management
1.3   Elect  Director Edward R. Muller          For       For        Management
1.4   Elect  Director Paul J. Powers            For       For        Management
1.5   Elect  Director John L. Whitmire          For       For        Management
2     PROPOSAL TO APPROVE A SPECIAL RESOLUTION  For       For        Management
      TO AMEND THE COMPANY S AMENDED AND
      RESTATED ARTICLES OF ASSOCIATION TO
      PERMIT TELEPHONIC AND INTERNET VOTING BY
      RECORD SHAREHOLDERS.
3     PROPOSAL TO APPROVE A SPECIAL RESOLUTION  For       For        Management
      TO AMEND THE COMPANY S AMENDED AND
      RESTATED ARTICLES OF ASSOCIATION TO
      REMOVE THE LANGUAGE  NO SHARE OWNERSHIP
      QUALIFICATION FOR DIRECTORS SHALL BE
      REQUIRED.
4     PROPOSAL TO RATIFY THE APPOINTMENT OF     For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
      OF THE COMPANY AND ITS SUBSIDIARIES FOR
      THE YEAR ENDING DECEMBER 31, 2004.


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  GB0057933615
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect Bill Collatos as Director           For       For        Management
3     Elect Luis Rodriguez as Director          For       For        Management
4     Elect Roberto de Diego Arozamena as       For       For        Management
      Director
5     Elect Peter Manning as Director           For       For        Management
6     Reelect Antonio Marina as Director        For       For        Management
7     Approve Remuneration Report               For       For        Management
8     Approve Deloitte and Touche as Auditors   For       For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Authorize the Directors to Apply for      For       For        Management
      Admission to Listing and Take Any Steps
      Required for Maintaining Listings on
      Nasdaq Europe and the Spanish Stock
      Exchanges of Bilbao, Barcelona, Madrid
      and Valencia
10    Authorize Consolidation of 1,276,032,119  For       For        Management
      Ordinary Voting Shares of EUR 0.08 Each
      into 127,603,211.90 Ordinary Voting
      Shares of EUR 0.80 Each
11    Authorize the Directors to Sell the       For       For        Management
      Aggregate Fractions of an Ordinary Voting
      Share of EUR 0.80 Arising as a Result of
      the Consolidation


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JAZZTEL PLC

Ticker:       JAZZ           Security ID:  XS0158658228
Meeting Date: MAY 14, 2004   Meeting Type: Bondholder
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Indenture Relating to Notes Dated   For       Did Not    Management
      18 November 2002 between Jazztel and the            Vote
      Bank of New York to Reduce the Conversion
      Price That Is Used When Converting Notes
      into Ordinary Shares from EUR 0.68 to EUR
      0.39 Per Share
2     Approve the Conversion of All the Notes   For       Did Not    Management
      into Ordinary Shares of the Company at              Vote
      the Reduced Conversion Price


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METAL MANAGEMENT, INC.

Ticker:       MTLMQ          Security ID:  591097209
Meeting Date: SEP 17, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert A. Cozzi            For       For        Management
1.2   Elect Director Daniel W. Dienst           For       For        Management
1.3   Elect Director John T. DiLacqua           For       For        Management
1.4   Elect Director Kevin P. McGuinness        For       For        Management
1.5   Elect Director Harold J. Rouster          For       For        Management
2     Ratify Auditors                           For       For        Management


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NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       For        Management
1.2   Elect Director Donald L. Lucas            For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       For        Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


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OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Dineen          For       For        Management
1.2   Elect  Director James H. Greene, Jr.      For       For        Management
1.3   Elect  Director Thomas L. Young           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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OXFORD INDUSTRIES, INC.

Ticker:       OXM            Security ID:  691497309
Meeting Date: OCT 6, 2003    Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tom Gallagher              For       For        Management
1.2   Elect Director J. Hicks Lanier            For       For        Management
1.3   Elect Director Robert E. Shaw             For       For        Management
1.4   Elect Director Clarence H. Smith          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Restricted Stock Plan               For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Ratify Auditors                           For       For        Management


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PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel R. Lee             For       For        Management
1.2   Elect  Director John V. Giovenco          For       For        Management
1.3   Elect  Director Richard J. Goeglein       For       For        Management
1.4   Elect  Director Bruce A. Leslie           For       For        Management
1.5   Elect  Director James L. Martineau        For       For        Management
1.6   Elect  Director Michael Ornest            For       For        Management
1.7   Elect  Director Timothy J. Parrott        For       For        Management
1.8   Elect  Director Lynn P. Reitnouer         For       For        Management


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PTV INC.

Ticker:       PTVI           Security ID:  62940R202
Meeting Date: JAN 27, 2004   Meeting Type: Special
Record Date:  DEC 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reverse Stock Split               For       For        Management
2     Change Company Name                       For       For        Management


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SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Philip Leder, M.D.        For       For        Management
1.3   Elect  Director Eugene R. McGrath         For       For        Management
1.4   Elect  Director Richard de J. Osborne     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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SINCLAIR BROADCAST GROUP, INC.

Ticker:       SBGI           Security ID:  829226109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David D. Smith            For       For        Management
1.2   Elect  Director Frederick G. Smith        For       For        Management
1.3   Elect  Director J. Duncan Smith           For       For        Management
1.4   Elect  Director Robert E. Smith           For       For        Management
1.5   Elect  Director Basil A. Thomas           For       For        Management
1.6   Elect  Director Lawrence E. Mccanna       For       For        Management
1.7   Elect  Director Daniel C. Keith           For       For        Management
1.8   Elect  Director Martin R. Leader          For       For        Management
2     Ratify Auditors                           For       For        Management


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SINCLAIR BROADCAST GROUP, INC.

Ticker:       SBGI           Security ID:  829226109
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David D. Smith             For       For        Management
1.2   Elect Director Frederick G. Smith         For       For        Management
1.3   Elect Director J. Duncan Smith            For       For        Management
1.4   Elect Director Robert E. Smith            For       For        Management
1.5   Elect Director Basil A. Thomas            For       For        Management
1.6   Elect Director Lawrence E. McCanna        For       For        Management
1.7   Elect Director Daniel C. Keith            For       For        Management
1.8   Elect Director Martin R. Leader           For       For        Management
2     Ratify Auditors                           For       For        Management


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SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leon D. Black             For       For        Management
1.2   Elect  Director Joseph P. Clayton         For       For        Management
1.3   Elect  Director Lawrence F. Gilberti      For       For        Management
1.4   Elect  Director James P. Holden           For       For        Management
1.5   Elect  Director Warren N. Lieberfarb      For       For        Management
1.6   Elect  Director Michael J. McGuiness      For       For        Management
1.7   Elect  Director James F. Mooney           For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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SIRIUS SATELLITE RADIO, INC.

Ticker:       SIRI           Security ID:  82966U103
Meeting Date: NOV 25, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leon D. Black              For       For        Management
1.2   Elect Director Joseph P. Clayton          For       For        Management
1.3   Elect Director Lawrence F. Gilberti       For       For        Management
1.4   Elect Director James P. Holden            For       For        Management
1.5   Elect Director Warren N. Lieberfarb       For       For        Management
1.6   Elect Director Michael J. McGuiness       For       For        Management
1.7   Elect Director James F. Mooney            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


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SONG NETWORKS HOLDING AB[FORMERLY SONG NETWORKS AB (FORMERLY

Ticker:       TEUR           Security ID:  SE0000434102
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      Did Not    Management
                                                          Vote
2     Elect Chairman of Meeting                 For       Did Not    Management
                                                          Vote
3     Prepare and Approve List of Shareholders  For       Did Not    Management
                                                          Vote
4     Approve Agenda of Meeting                 For       Did Not    Management
                                                          Vote
5     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote
6     Acknowledge Proper Convening of Meeting   For       Did Not    Management
                                                          Vote
7     Receive Financial Statements and          None      Did Not    Management
      Statutory Reports                                   Vote
8     Receive Board and Committee Reports       None      Did Not    Management
                                                          Vote
9     Receive President's Report                None      Did Not    Management
                                                          Vote
10.1  Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
10.2  Approve Net Loss                          For       Did Not    Management
                                                          Vote
10.3  Approve Discharge of Board and President  For       Did Not    Management
                                                          Vote
11    Approve Remuneration of Directors;        For       Did Not    Management
      Approve Remuneration of Auditors                    Vote
12    Elect Directors; Ratify Deloitte & Touche For       Did Not    Management
      (Peter Gustafsson) as Auditors                      Vote
13    Approve Creation of SEK 14.6 Million Pool For       Did Not    Management
      of Conditional Capital without Preemptive           Vote
      Rights
14.1  Shareholder Proposal: Authorize General   None      Did Not    Shareholder
      Meeting to Elect Members of Nominating              Vote
      Committee
14.2  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish a Remuneration Committee                  Vote
14.3  Shareholder Proposal: Authorize Board to  None      Did Not    Shareholder
      Establish an Audit Committee                        Vote
15    Close Meeting                             None      Did Not    Management
                                                          Vote


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SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert D. Kelleher       For       For        Management
1.2   Elect  Director Rollin W. King            For       For        Management
1.3   Elect  Director June M. Morris            For       For        Management
1.4   Elect  Director C. Webb Crockett          For       For        Management
1.5   Elect  Director William P. Hobby          For       For        Management
1.6   Elect  Director Travis C. Johnson         For       For        Management
2     Ratify Auditors                           For       For        Management


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STERLING CHEMICALS, INC.

Ticker:       SCHI           Security ID:  859166100
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard K. Crump          For       For        Management
1.2   Elect  Director Peter Ting Kai Wu         For       For        Management
2     Ratify Auditors                           For       For        Management


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THERMADYNE HOLDINGS CORP.

Ticker:       THMD           Security ID:  883435307
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul D. Melnuk            For       For        Management
1.2   Elect  Director Andrew L. Berger          For       For        Management
1.3   Elect  Director James B. Gamache          For       For        Management
1.4   Elect  Director Marnie S. Gordon          For       For        Management
1.5   Elect  Director John G. Johnson, Jr.      For       For        Management
1.6   Elect  Director Bradley G. Pattelli       For       For        Management
2     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
3     Approve Omnibus Stock Plan                For       Against    Management
4     Amend Deferred Compensation Plan          For       For        Management
5     Ratify Auditors                           For       For        Management


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TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       For        Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


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VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder

                                   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 SPECIAL VALUE TRUST
            --------------------------------------------------------------------

By (Signature and Title)   ROBERT J. MANNING*
                           -----------------------------------------------------
                           Robert J. Manning, Principal Executive Officer

Date:    August 30, 2004
       --------------------

*By:  JAMES F. DESMARAIS
      ------------------------------------------------
      Name: James F. DesMarais as Attorney-in-fact

Executed by James F. DesMarais on behalf of Robert J. Manning pursuant to a
Power of Attorney dated August 12, 2004.(1)

------------------
(1)  Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
     811-2464) Post-Effective Amendment No. 52 filed with the SEC via EDGAR on
     August 27, 2004.