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

                             MFS SPECIAL VALUE 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: October 31

             Date of reporting period: July 1, 2008 - June 30, 2009



ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-05912
Reporting Period: 07/01/2008 - 06/30/2009
MFS Special Value Trust









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


ACCURIDE CORPORATION

Ticker:       AURD           Security ID:  004398103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark D. Dalton           For       For          Management
1.2   Elect Director John D. Durrett, Jr.     For       For          Management
1.3   Elect Director Donald T. Johnson, Jr.   For       For          Management
1.4   Elect Director William M. Lasky         For       Withhold     Management
1.5   Elect Director Charles E. Mitchell      For       For          Management
      Rentschler
1.6   Elect Director Donald C. Roof           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David Baltimore          For       For          Management
2     Elect Director Frank J. Biondi, Jr.     For       For          Management
3     Elect Director Francois de Carbonnel    For       For          Management
4     Elect Director Jerry D. Choate          For       For          Management
5     Elect Director Vance D. Coffman         For       For          Management
6     Elect Director Frederick W. Gluck       For       For          Management
7     Elect Director Frank C. Herringer       For       For          Management
8     Elect Director Gilbert S. Omenn         For       For          Management
9     Elect Director Judith C. Pelham         For       For          Management
10    Elect Director J. Paul Reason           For       For          Management
11    Elect Director Leonard D. Schaeffer     For       For          Management
12    Elect Director Kevin W. Sharer          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Reduce Supermajority Vote Requirement   For       For          Management
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
17    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota ]


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505559
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.3   Elect Director Virgis W. Colbert        For       For          Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       For          Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       For          Management
1.14  Elect Director Charles O. Rossotti      For       For          Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       For          Management
1.17  Elect Director Robert L. Tillman        For       For          Management
1.18  Elect Director Jackie M. Ward           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Predatory Lending Policies    Against   Against      Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    TARP Related Compensation               Against   Against      Shareholder


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John E. Abele            For       For          Management
2     Elect Director Ursula M. Burns          For       For          Management
3     Elect Director Marye Anne Fox           For       For          Management
4     Elect Director Ray J. Groves            For       For          Management
5     Elect Director Kristina M. Johnson      For       For          Management
6     Elect Director Ernest Mario             For       For          Management
7     Elect Director N.J. Nicholas, Jr.       For       For          Management
8     Elect Director Pete M. Nicholas         For       For          Management
9     Elect Director John E. Pepper           For       For          Management
10    Elect Director Uwe E. Reinhardt         For       For          Management
11    Elect Director Warren B. Rudman         For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Elect Director James R. Tobin           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Other Business                          For       Against      Management


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BUCKEYE TECHNOLOGIES INC.

Ticker:       BKI            Security ID:  118255108
Meeting Date: NOV 5, 2008    Meeting Type: Annual
Record Date:  SEP 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director George W. Bryan         For       For          Management
1.2   Elect  Director R. Howard Cannon        For       For          Management
1.3   Elect  Director K. Buckman Gibson       For       For          Management
2     Ratify Auditors                         For       For          Management


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CABLEVISION SYSTEMS CORP.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Charles D. Ferris        For       For          Management
1.3   Elect Director Thomas V. Reifenheiser   For       For          Management
1.4   Elect Director John R. Ryan             For       For          Management
1.5   Elect Director Vincent Tese             For       For          Management
1.6   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. H. Armacost           For       For          Management
1.2   Elect Director L. F. Deily              For       For          Management
1.3   Elect Director R. E. Denham             For       For          Management
1.4   Elect Director R. J. Eaton              For       For          Management
1.5   Elect Director E. Hernandez             For       For          Management
1.6   Elect Director F. G. Jenifer            For       For          Management
1.7   Elect Director S. Nunn                  For       For          Management
1.8   Elect Director D. J. O'Reilly           For       For          Management
1.9   Elect Director D. B. Rice               For       For          Management
1.10  Elect Director K. W. Sharer             For       For          Management
1.11  Elect Director C. R. Shoemate           For       For          Management
1.12  Elect Director R. D. Sugar              For       For          Management
1.13  Elect Director C. Ware                  For       For          Management
1.14  Elect Director J. S. Watson             For       For          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     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Adopt Guidelines for Country Selection  Against   Against      Shareholder
9     Adopt Human Rights Policy               Against   Against      Shareholder
10    Report on Market Specific Environmental Against   Against      Shareholder
      Laws


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   Against      Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   Against      Shareholder


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

D.R. HORTON, INC.

Ticker:       DHI            Security ID:  23331A109
Meeting Date: JAN 29, 2009   Meeting Type: Annual
Record Date:  DEC 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald R. Horton         For       For          Management
1.2   Elect Director Bradley S. Anderson      For       For          Management
1.3   Elect Director Michael R. Buchanan      For       For          Management
1.4   Elect Director Michael W. Hewatt        For       For          Management
1.5   Elect Director Bob G. Scott             For       For          Management
1.6   Elect Director Donald J. Tomnitz        For       For          Management
1.7   Elect Director Bill W. Wheat            For       For          Management
2     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
3     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
4     Other Business                          For       Against      Management


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

DYNEGY, INC.

Ticker:       DYN            Security ID:  26817G102
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Biegler         For       For          Management
1.2   Elect Director Thomas D. Clark, Jr.     For       For          Management
1.3   Elect Director Victor E. Grijalva       For       For          Management
1.4   Elect Director Patricia A. Hammick      For       For          Management
1.5   Elect Director George L. Mazanec        For       For          Management
1.6   Elect Director Howard B. Sheppard       For       For          Management
1.7   Elect Director William L. Trubeck       For       For          Management
1.8   Elect Director Bruce A. Williamson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas G. Denomme        For       For          Management
1.2   Elect Director Richard A. Manoogian     For       For          Management
1.3   Elect Director Mary Ann Van Lokeren     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management


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NAFTOGAZ OF UKRAINE NJSC

Ticker:                      Security ID:  X5599VAA9
Meeting Date: NOV 14, 2008   Meeting Type: Bondholder
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Grant by SBPLC of Waiver of     For       Abstain      Management
      Rights and Remedies Granted to SBPLC
      under U.S.$500,000,000 Loan Facility to
      NJSC Naftogaz of Ukraine Pursuant to
      Sept. 29, 2004, Loan Agreement between
      SBPLC (Lender) and Naftogaz (Borrower);
      Approve Related Matters


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OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary F. Colter           For       For          Management
1.2   Elect Director David H.Y. Ho            For       For          Management
1.3   Elect Director Corbin A. McNeill, Jr.   For       For          Management
1.4   Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Increase in Size of Board       For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management


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PALL CORP.

Ticker:       PLL            Security ID:  696429307
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 30, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cheryl W. Grise          For       For          Management
1.2   Elect Director Ulric S. Haynes, Jr.     For       For          Management
1.3   Elect Director Ronald L. Hoffman        For       For          Management
1.4   Elect Edwin W. Martin, Jr.              For       For          Management
1.5   Elect Director Katharine L. Plourde     For       For          Management
1.6   Elect Director Heywood Shelley          For       For          Management
1.7   Elect Director Edward Travaglianti      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Restricted Stock Plan             For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management


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PINNACLE ENTERTAINMENT, INC.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. Lee            For       Withhold     Management
1.2   Elect Director Stephen C. Comer         For       For          Management
1.3   Elect Director John V. Giovenco         For       Withhold     Management
1.4   Elect Director Richard J. Goeglein      For       Withhold     Management
1.5   Elect Director Ellis Landau             For       For          Management
1.6   Elect Director Bruce A. Leslie          For       For          Management
1.7   Elect Director James L. Martineau       For       Withhold     Management
1.8   Elect Director Michael Ornest           For       For          Management
1.9   Elect Director Lynn P. Reitnouer        For       Withhold     Management
2     Approve Stock Option Exchange Program   For       Against      Management
3     Ratify Auditors                         For       For          Management


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SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Daniel W. Jordan               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management


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TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management


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WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carol B. Armitage        For       For          Management
1.2   Elect Director Samuel E. Beall, III     For       For          Management
1.3   Elect Director Dennis E. Foster         For       For          Management
1.4   Elect Director Francis X. Frantz        For       For          Management
1.5   Elect Director Jeffery R. Gardner       For       For          Management
1.6   Elect Director Jeffrey T. Hinson        For       For          Management
1.7   Elect Director Judy K. Jones            For       For          Management
1.8   Elect Director William A. Montgomery    For       For          Management
1.9   Elect Director Frank E. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder

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


By (Signature and Title)  MARIA F. DWYER*
                          -------------------------------------------
                          Maria F. Dwyer, Principal Executive Officer

Date:  August 26, 2009


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

*    Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
     of Attorney dated October 27, 2008. (1)

(1)  Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
     811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on
     June 25, 2009.