<SEC-DOCUMENT>0000950130-01-503311.txt : 20011018
<SEC-HEADER>0000950130-01-503311.hdr.sgml : 20011018
ACCESSION NUMBER:		0000950130-01-503311
CONFORMED SUBMISSION TYPE:	N-2MEF
PUBLIC DOCUMENT COUNT:		3
<REFERENCE-462B>333-58224
FILED AS OF DATE:		20010727
EFFECTIVENESS DATE:		20010727

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0001137393
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		N-2MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-66136
		FILM NUMBER:		1691489

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		2127545567

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2MEF
<SEQUENCE>1
<FILENAME>dn2mef.txt
<DESCRIPTION>BLACKROCK MUNICIPAL INCOME TRUST
<TEXT>

<PAGE>

     As filed with the Securities and Exchange Commission on July 27, 2001
                                       Securities Act Registration No. 333-
                                   Investment Company Registration No. 811-10339

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-2

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]
                          Pre-Effective Amendment No.                   [_]
                         Post-Effective Amendment No.                   [_]
                                     and/or
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940               [X]
                                AMENDMENT NO. 4                         [X]

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

                        BlackRock Municipal Income Trust
        (Exact Name of Registrant as Specified In Declaration of Trust)

                              100 Bellevue Parkway
                           Wilmington, Delaware 19809
                    (Address of Principal Executive Offices)

                                 (888) 825-2257
              (Registrant's Telephone Number, including Area Code)

                        Ralph L. Schlosstein, President
                        BlackRock Municipal Income Trust
                                345 Park Avenue
                            New York, New York 10154
                    (Name and Address of Agent for Service)

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

                                   Copies to:

        Michael K. Hoffman, Esq.                Cynthia G. Cobden, Esq.
    Skadden, Arps, Slate, Meagher &            Simpson Thacher & Bartlett
                Flom LLP                          425 Lexington Avenue
           Four Times Square                    New York, New York 10017
        New York, New York 10036

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

   Approximate Date of Proposed Public Offering: Upon the effectiveness of this
Registration Statement.

   If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]

    It is proposed that this filing will become effective (check appropriate
    box)

    [_] when declared effective pursuant to section 8(c)

    [X]immediately upon filing pursuant to Rule 462(b). This amendment to
       Registration Statement is filed in connection with the registration
       of additional securities for an offering pursuant to Rule 462(b)
       under the Securities Act of 1933; the Securities Act registration
       statement number of the earlier effective registration statement for
       the same offering is 333-58224

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Proposed         Proposed
                                      Amount Being  Maximum Offering Maximum Aggregate    Amount of
Title of Securities Being Registered   Registered    Price per Unit   Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>              <C>               <C>
Common Shares, $.001 par
 value.................               79,167 shares      $15.00          1,187,500           $297
</TABLE>

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

   This amendment to Registration Statement is being filed in connection with
the registration of additional Common Shares of the Registrant pursuant to Rule
462(b) under the Securities Act of 1933. The contents of the Registration
Statement on Form N-2 relating to the same offering and all amendments thereto
(File No. 333-58224), including the prospectus and statement of additional
information included therein and the exhibits thereto (other than consents and
opinions refiled herewith), declared effective by the Securities and Exchange
Commission on July 26, 2001 are incorporated herein by reference.
<PAGE>

                                     PART C

                               OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(1) Financial Statements

  Part A-- None.

  Part B--Report of Independent Accountants. The Report of Independent
  Accountants is hereby incorporated by reference to pre-effective amendment
  No. 3 to Registration Statement (File No. 333-58224) on July 25, 2001.

  Statement of Assets and Liabilities. The Statement of Assets and
  Liabilities is hereby incorporated by reference to pre-effective amendment
  No. 3 to Registration Statement (File No. 333-58224) on July 25, 2001.

(2)Exhibits

<TABLE>
   <C>    <S>
   (a)    Amended and Restated Agreement and Declaration of Trust./3/

   (b)    By-Laws./1/

   (c)    Inapplicable.

   (d)    Form of Specimen Certificate./2/

   (e)    Form of Dividend Reinvestment Plan./1/

   (f)    Inapplicable.

   (g)(1) Form of Investment Management Agreement./2/

   (g)(2) Form of Waiver Reliance Letter./2/

   (g)(3) Form of Sub-Investment Advisory Agreement./2/

   (h)    Form of Underwriting Agreement./2/

   (i)    Form of Deferred Compensation Plan for Independent Trustees./2/

   (j)    Form of Custodian Agreement./1/

   (k)    Form of Transfer Agency Agreement./2/

   (l)    Opinion and Consent of Counsel to the Trust./4/

   (m)    Inapplicable.

   (n)    Consent of Independent Public Accountants./4/

   (o)    Inapplicable.

   (p)    Form of Initial Subscription Agreement./1/

   (q)    Inapplicable.

   (r)(1) Code of Ethics of Trust./1/

   (r)(2) Code of Ethics of Advisor and Sub-Advisor./1/

   (r)(3) Code of Ethics of J.J.B. Hilliard, W.L. Lyons, Inc./3/

   (s)    Powers of Attorney/2/
</TABLE>
--------
/1/Previously filed in the initial filing of Registration Statement (File No.
  333-58224) on April 3, 2001
/2/Previously filed with Pre-Effective Amendment No. 1 to Registration
  Statement File No. 333-58224 on June 4, 2001.
/3/Previously filed with Pre-Effective Amendment No. 3 to Registration
  Statement File No. 333-58224 on July 25, 2001.
/4/Filed herewith.

                                      C-1
<PAGE>

Item 25. Marketing Arrangements

   Reference is made to the Form of Underwriting Agreement for the Registrant's
shares of beneficial interest filed herewith.

Item 26. Other Expenses of Issuance and Distribution

   The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this registration statement:

<TABLE>
     <S>                                                             <C>
     Registration fees.............................................. $   77,250
     New York Stock Exchange listing fee............................    125,000
     Printing (other than certificates).............................    377,405
     Engraving and printing certificates............................     21,126
     Accounting fees and expenses...................................      5,000
     Legal fees and expenses........................................    212,290
     NASD fee.......................................................     30,500
     Miscellaneous..................................................    276,080
       Total........................................................ $1,249,651
</TABLE>

Item 27. Persons Controlled by or under Common Control with the Registrant

   None.

Item 28. Number of Holders of Shares

<TABLE>
<CAPTION>
                                                                    Number of
     Title of Class                                               Record Holders
     --------------                                               --------------
     <S>                                                          <C>
     Shares of Beneficial Interest...............................        1
</TABLE>

Item 29. Indemnification

   Article V of the Registrant's Amended and Restated Agreement and Declaration
of Trust, as amended and restated, provides as follows:

   5.1 No Personal Liability of Shareholders, Trustees, etc. No Shareholder of
the Trust shall be subject in such capacity to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust. Shareholders shall have the same
limitation of personal liability as is extended to stockholders of a private
corporation for profit incorporated under the Delaware General Corporation Law.
No Trustee or officer of the Trust shall be subject in such capacity to any
personal liability whatsoever to any Person, save only liability to the Trust
or its Shareholders arising from bad faith, willful misfeasance, gross
negligence or reckless disregard for his duty to such Person; and, subject to
the foregoing exception, all such Persons shall look solely to the Trust
Property for satisfaction of claims of any nature arising in connection with
the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of
the Trust, is made a party to any suit or proceeding to enforce any such
liability, subject to the foregoing exception, he shall not, on account
thereof, be held to any personal liability. Any repeal or modification of this
Section 5.1 shall not adversely affect any right or protection of a Trustee or
officer of the Trust existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

   5.2 Mandatory Indemnification. (a) The Trust hereby agrees to indemnify each
person who at any time serves as a Trustee or officer of the Trust (each such
person being an "indemnitee") against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and

                                      C-2
<PAGE>

reasonable counsel fees reasonably incurred by such indemnitee in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or investigative
body in which he may be or may have been involved as a party or otherwise or
with which he may be or may have been threatened, while acting in any capacity
set forth in this Article V by reason of his having acted in any such capacity,
except with respect to any matter as to which he shall not have acted in good
faith in the reasonable belief that his action was in the best interest of the
Trust or, in the case of any criminal proceeding, as to which he shall have had
reasonable cause to believe that the conduct was unlawful, provided, however,
that no indemnitee shall be indemnified hereunder against any liability to any
person or any expense of such indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard
of the duties involved in the conduct of his position (the conduct referred to
in such clauses (i) through (iv) being sometimes referred to herein as
"disabling conduct"). Notwithstanding the foregoing, with respect to any
action, suit or other proceeding voluntarily prosecuted by any indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such indemnitee (1) was authorized by a
majority of the Trustees or (2) was instituted by the indemnitee to enforce his
or her rights to indemnification hereunder in a case in which the indemnitee is
found to be entitled to such indemnification. The rights to indemnification set
forth in this Declaration shall continue as to a person who has ceased to be a
Trustee or officer of the Trust and shall inure to the benefit of his or her
heirs, executors and personal and legal representatives. No amendment or
restatement of this Declaration or repeal of any of its provisions shall limit
or eliminate any of the benefits provided to any person who at any time is or
was a Trustee or officer of the Trust or otherwise entitled to indemnification
hereunder in respect of any act or omission that occurred prior to such
amendment, restatement or repeal.

   (b) Notwithstanding the foregoing, no indemnification shall be made
hereunder unless there has been a determination (i) by a final decision on the
merits by a court or other body of competent jurisdiction before whom the issue
of entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (ii) in the absence of such a
decision, by (1) a majority vote of a quorum of those Trustees who are neither
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding ("Disinterested Non-Party Trustees"), that
the indemnitee is entitled to indemnification hereunder, or (2) if such quorum
is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion concludes that the indemnitee
should be entitled to indemnification hereunder. All determinations to make
advance payments in connection with the expense of defending any proceeding
shall be authorized and made in accordance with the immediately succeeding
paragraph (c) below.

   (c) The Trust shall make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Trust receives a written affirmation by the indemnitee of the
indemnitee's good faith belief that the standards of conduct necessary for
indemnification have been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that the indemnitee is entitled to such
indemnification and if a majority of the Trustees determine that the applicable
standards of conduct necessary for indemnification appear to have been met. In
addition, at least one of the following conditions must be met: (i) the
indemnitee shall provide adequate security for his undertaking, (ii) the Trust
shall be insured against losses arising by reason of any lawful advances, or
(iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a
majority vote of such quorum so direct, independent legal counsel in a written
opinion, shall conclude, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is substantial reason to
believe that the indemnitee ultimately will be found entitled to
indemnification.

   (d) The rights accruing to any indemnitee under these provisions shall not
exclude any other right which any person may have or hereafter acquire under
this Declaration, the By-Laws of the Trust, any statute, agreement, vote of
stockholders or Trustees who are "disinterested persons" (as defined in Section
2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully
entitled.

                                      C-3
<PAGE>

   (e) Subject to any limitations provided by the 1940 Act and this
Declaration, the Trust shall have the power and authority to indemnify and
provide for the advance payment of expenses to employees, agents and other
Persons providing services to the Trust or serving in any capacity at the
request of the Trust to the full extent corporations organized under the
Delaware General Corporation Law may indemnify or provide for the advance
payment of expenses for such Persons, provided that such indemnification has
been approved by a majority of the Trustees.

   5.3 No Bond Required of Trustees. No Trustee shall, as such, be obligated to
give any bond or other security for the performance of any of his duties
hereunder.

   5.4 No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees or
with any officer, employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for the application
of money or property paid, loaned, or delivered to or on the order of the
Trustees or of said officer, employee or agent. Every obligation, contract,
undertaking, instrument, certificate, Share, other security of the Trust, and
every other act or thing whatsoever executed in connection with the Trust shall
be conclusively taken to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. The Trustees may maintain
insurance for the protection of the Trust Property, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable or is required by the 1940
Act.

   5.5 Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of its duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
the Trust's officers or employees or by any advisor, administrator, manager,
distributor, selected dealer, accountant, appraiser or other expert or
consultant selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.

   Insofar as indemnification for liabilities arising under the Act, may be
terminated to Trustees, officers and controlling persons of the Trust, pursuant
to the foregoing provisions or otherwise, the Trust has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. Reference is made to Article 8 of the
underwriting agreement attached as Exhibit (h), which is incorporated herein by
reference.

Item 30. Business and Other Connections of Investment Advisor

   Not Applicable

Item 31. Location of Accounts and Records

   The Registrant's accounts, books and other documents are currently located
at the offices of the Registrant, c/o BlackRock Advisors, Inc., 100 Bellevue
Parkway, Wilmington, Delaware 19809 and at the offices of State Street Bank and
Trust Company, the Registrant's Custodian, and EquiServe Trust Company, N.A.,
the Registrant's Transfer Agent and Dividend Disbursing Agent.

                                      C-4
<PAGE>

Item 32. Management Services

   Not Applicable

Item 33. Undertakings

   (1) The Registrant hereby undertakes to suspend the offering of its units
until it amends its prospectus if (a) subsequent to the effective date of its
registration statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement or
(b) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

   (2) Not applicable

   (3) Not applicable

   (4) Not applicable

   (5) (a) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted form the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant under Rule 497 (h) under the
Securities Act of 1933 shall be deemed to be part of the Registration Statement
as of the time it was declared effective.

   (b) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

   (6) The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of receipt
of a written or oral request, any Statement of Additional Information.

                                      C-5
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 27th
day of July, 2001.

<TABLE>
<S>                                              <C>
                                                        /s/ Ralph L. Schlosstein
                                                  __________________________________________
                                                            Ralph L. Schlosstein
                                                   President, Chief Executive Officer and
                                                           Chief Financial Officer
</TABLE>

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth below on the 27th day of July, 2001.

<TABLE>
<CAPTION>
                      Name                                      Title
                      ----                                      -----
   <C>                                         <S>
                       *                       Trustee, President,
   ___________________________________________ Chief Executive Officer and
              Ralph L. Schlosstein             Chief Financial Officer

                       *                       Treasurer
   ___________________________________________
                  Henry Gabbay

                       *                       Trustee
   ___________________________________________
                Andrew F. Brimmer

                       *                       Trustee
   ___________________________________________
               Richard E. Cavanagh

                       *                       Trustee
   ___________________________________________
                   Kent Dixon

                       *                       Trustee
   ___________________________________________
                Frank J. Fabozzi

                       *                       Trustee
   ___________________________________________
                Laurence D. Fink

                       *                       Trustee
   ___________________________________________
          James Clayburn La Force, Jr.

                       *                       Trustee
   ___________________________________________
                Walter F. Mondale

          /s/ Ralph L. Schlosstein
   *By: ______________________________________
              Ralph L. Schlosstein
                Attorney-in-fact
</TABLE>

                                      C-6
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
 <C> <S>
 (l) Opinion and Consent of Counsel to the Trust

 (n) Consent of Independent Accountants
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>2
<FILENAME>dex99l.txt
<DESCRIPTION>OPINION AND CONSENTS OF COUNSEL TO THE TRUST
<TEXT>

<PAGE>

                              July 27, 2001



BlackRock Municipal Income Trust
345 Park Avenue
New York, New York 10154

               Re:  BlackRock Municipal Income Trust
                    Registration Statement on Form N-2
                    ----------------------------------

Ladies and Gentlemen:

          We have acted as special counsel to BlackRock Municipal Income Trust,
a business trust formed under the Delaware Business Trust Act (the "Trust"), in
connection with the initial public offering by the Trust of up to 79,167 shares
(including shares subject to an over-allotment option) (the "Shares") of the
Trust's common shares of beneficial interest, par value $0.001 per share (the
"Common Shares").

          This opinion is being furnished in accordance with the requirements of
Item 24 of the Form N-2 Registration Statement under the Securities Act of 1933,
as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act").

          In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Notification
of Registration of the Trust as an investment company under the 1940 Act, on
Form N-8A, dated April 3, 2001 as filed with the Securities and Exchange
Commission (the "Commission") on April 3, 2001, (ii) the Registration Statement
of the Trust on Form N-2 (File Nos. 333-58224 and 811-10339), as filed with the
Commission on April 3, 2001, and as amended by Pre-Effective Amendment No. 1 on
June 4, 2001, Pre-Effective Amendment No. 2 on June 20, 2001 and Pre-Effective
Amendment No. 3 on July 25 2001, under the 1933 Act (such Registration Statement
as declared effective on July 26, 2001, as so amended, being hereinafter
referred to as the "Registration Statement"); (iii) the Registration Statement
of the Trust on Form N-2 as filed with the Commission on July 27, 2001 deemed
effective automatically upon filing pursuant to Rule 462 (b) under the 1933 Act
(such Registration Statement being hereinafter referred to as the "Supplemental
Registration Statement"); (iv) the Underwriting Agreement (the "Underwriting
Agreement") entered into between the Trust, as issuer, and Salomon Smith Barney
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives
of the several underwriters named therein (the "Underwriters"); (v) a specimen
certificate representing the Common Shares; (vi) the
<PAGE>

Certificate of Trust and Amended and Restated Agreement and Declaration of Trust
of the Trust, as amended to date and currently in effect; (vii) the By-Laws of
the Trust, as currently in effect; (viii) certain resolutions of the Board of
Trustees of the Trust relating to the issuance and sale of the Shares and
related matters and (ix) certain resolutions of the shareholders of the Trust
relating to the Amended and Restated Declaration of Trust. We also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Trust and such agreements, certificates of public officials,
certificates of officers or other representa tives of the Trust and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

          In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submit ted to us as originals, the conformity to original documents of all
documents submit ted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents.  In making our
examination of documents, we have assumed that the parties thereto, other than
the Trust, its directors and officers, had or will have the power, corporate or
other, to enter into and perform all obliga tions thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties.  In rendering the opinion set forth
below, we have assumed that the share certificates representing the Shares will
conform to the specimen examined by us and will have been manually signed by an
authorized officer of the transfer agent and registrar for the Common Shares and
registered by such transfer agent and registrar.  As to any facts material to
the opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representa tives of the Trust and others.

          Members of our firm are admitted to the bar in the State of New York
and we do not express any opinion as to the laws of any jurisdiction other than
the Delaware Business Trust Act.

          Based upon and subject to the foregoing, we are of the opinion that
when (i) the Supplemental Registration Statement becomes effective; (ii)
certificates representing the Shares in the form of the specimen certificate
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Shares and registered by such
transfer agent and registrar; and (iv) the Shares have been delivered to and
paid for by the Underwriters at a price per share not less than the per share
par value of the Common Shares as contemplated by the Underwriting Agreement,
the issuance and sale of the Shares will have been duly authorized, and the
Shares will be validly issued, fully paid and nonassessable (except as provided
in the last sentence of Section 3.8 of the Amended and Restated
<PAGE>

Agreement and Declaration of Trust).

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Supplemental Registration Statement.  We also consent to the
reference to our firm under the caption "Legal Opinions" in the Supplemental
Registration Statement.  In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the 1933 Act or the rules and regulations of the Commission.

                              Very truly yours,


                              /s/ Shadden, Arps, Slate Meager & Flom LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>3
<FILENAME>dex99n.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

<PAGE>

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Pre-Effective Amendment No.
4 to the Registration Statement of the BlackRock California Municipal Income
Trust (Investment Company Registration No. 811-10331) of our report dated July
18, 2001, relating to the financial statements of the BlackRock Municipal Income
Trust as of July 16, 2001 and for the period then ended in the Statement of
Additional Information which is part of such registration statement.

We also consent to the reference to our Firm under the heading "Experts" in the
Registration Statement.


Deloitte & Touche LLP
Boston, Massachusetts
July 26, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
