<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771.txt
<TEXT>
The Amended  and  Restated  By-Laws for MFS  Intermediate  Income  Trust,  dated
January  1, 2002 as revised  June 24,  2004,  are  contained  in  Post-Effective
Amendment No. 50 to the Registration Statement for MFS Series Trust X (File Nos.
33-1657 and 811-4492),  as filed with the Securities and Exchange Commission via
EDGAR on July 9, 2004,  under Rule 485 under the  Securities  Act of 1933.  Such
document is incorporated herein by reference.

The Appendix A to the Amended and Restated By-Laws for MFS  Intermediate  Income
Trust,  dated July 20, 2004, is contained in Post-Effective  Amendment No. 39 to
the Registration Statement for MFS Municipal Series Trust (File Nos. 2-92915 and
811-4093),  as filed with the  Securities  and Exchange  Commission via EDGAR on
July 29, 2004, under Rule 485 under the Securities Act of 1933. Such document is
incorporated herein by reference.

The Amended  and  Restated  By-Laws for MFS  Intermediate  Income  Trust,  dated
January 1, 2002 as revised  September 20, 2004, are contained in  Post-Effective
Amendment No. 53 to the Registration Statement for MFS Series Trust X (File Nos.
33-1657 and 811-4492),  as filed with the Securities and Exchange Commission via
EDGAR on October 1, 2004,  under Rule 485 under the Securities Act of 1933. Such
document is incorporated herein by reference.

</TEXT>
</DOCUMENT>
