<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>4
<FILENAME>c77.txt
<TEXT>
               SUB-ITEM 77C

The MFS  Intermediate  Income Trust held an annual  meeting of  shareholders  on
October 8, 2003.  Shareholders  represented  in person or by proxy voted for the
following item:

Proposal 2:  Shareholder  proposal  recommending  that each Trust's  Trustees be
required to invest at least 10% of their Trustee fees in trust shares

                hares              % of Shares Outstanding    % of Shares Voting
Affirmative     15,708,360.046                  12.403%                  13.485%
Negative        36,292,461.707                  28.655%                  31.154%
Abstain         3,198,438.978                   2.525%                   2.746%
Not Voted       61,291,515.000                  48.393%                  52.615%


</TEXT>
</DOCUMENT>
