<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771.txt
<TEXT>
ITEM 77Q1

The Amended and Restated By-Laws for MFS Intermediate Income Trust dated January
1, 2002 as revised January 15, 2004, are contained in  Post-Effective  Amendment
No. 21 to the Registration Statement for MFS Series Trust XI (File Nos. 33-68310
and 811-7992),  as filed with the Securities and Exchange  Commission on January
27, 2004. Such document is incorporated herein by reference.

</TEXT>
</DOCUMENT>
