<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771ai.txt
<TEXT>
                                         SUB - ITEM 77Q1(a)(i)

The Amended  and  Restated  By-Laws for MFS  Intermediate  Income  Trust,  dated
January 1, 2002, as revised  December 16, 2004, are contained in  Post-Effective
Amendment No. 45 to the Registration Statement for MFS Series Trust I (File Nos.
33-7638 and 811-4777),  as filed with the Securities and Exchange Commission via
EDGAR on December 29,  2004,  under Rule 485 under the  Securities  Act of 1933.
Such document is incorporated herein by reference.
</TEXT>
</DOCUMENT>
