<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>nat.txt
<DESCRIPTION>AUDITORS LETTER
<TEXT>
                                 7










INDEPENDENT AUDITORS' REPORT


To  the  Trustees and Shareholders of Eaton Vance Municipal  Income
Trust:

In planning and performing our audit of the financial statements of
Eaton Vance Municipal Income Trust (the "Trust") for the year ended
November 30, 2001 (on which we have issued our report dated January
4,  2002),  we  considered its internal control, including  control
activities  for safeguarding securities, in order to determine  our
auditing  procedures for the purpose of expressing our  opinion  on
the  financial  statements and to comply with the  requirements  of
Form  N-SAR,  and not to provide assurance on the Trust's  internal
control.

The  management  of the Trust is responsible for  establishing  and
maintaining  internal control.  In fulfilling this  responsibility,
estimates  and judgments by management are required to  assess  the
expected  benefits  and  related  costs  of  controls.   Generally,
controls  that  are relevant to an audit pertain  to  the  entity's
objective  of preparing financial statements for external  purposes
that  are fairly presented in conformity with accounting principles
generally accepted in the United States of America.  Those controls
include   the   safeguarding   of   assets   against   unauthorized
acquisition, use, or disposition.

Because   of   inherent  limitations  in  any   internal   control,
misstatements due to error or fraud may occur and not be  detected.
Also,  projections of any evaluation of internal control to  future
periods  are  subject  to the risk that the  internal  control  may
become  inadequate because of changes in conditions,  or  that  the
degree of compliance with policies or procedures may deteriorate.

Our  consideration  of  the  Trust's  internal  control  would  not
necessarily disclose all matters in the internal control that might
be  material weaknesses under standards established by the American
Institute of Certified Public Accountants.  A material weakness  is
a  condition in which the design or operation of one or more of the
internal  control  components does not reduce to a  relatively  low
level  the  risk  that misstatements caused by error  or  fraud  in
amounts  that  would  be  material in  relation  to  the  financial
statements  being  audited may occur and not be detected  within  a
timely period by employees in the normal course of performing their
assigned  functions.   However, we noted no matters  involving  the
Trust's internal control and its operation, including controls  for
safeguarding securities, that we consider to be material weaknesses
as defined above as of November 30, 2001.

This  report  is  intended solely for the information  and  use  of
management, the trustees and shareholders of Eaton Vance  Municipal
Income Trust, and the Securities and Exchange Commission and is not
intended  to be and should not be used by anyone other  than  these
specified parties.



DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 4, 2002


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</DOCUMENT>
