<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>b77.txt
<TEXT>
         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and the Shareholders of MFS Intermediate Income Trust:

In  planning  and  performing  our  audit  of the  financial  statements  of MFS
Intermediate Income Trust (The "Trust") as of and for the year ended October 31,
2005,  in  accordance  with  the  standards  of the  Public  Company  Accounting
Oversight  Board  (United  States),  we  considered  its  internal  control over
financial reporting,  including control activities for safeguarding  securities,
as a basis for designing our auditing  procedures  for the purpose of expressing
our opinion on the financial  statements and to comply with the  requirements of
Form  N-SAR,   but  not  for  the  purpose  of  expressing  an  opinion  on  the
effectiveness  of  the  Trust's  internal  control  over  financial   reporting.
Accordingly, we express no such opinion.

The  management of the Trust is responsible  for  establishing  and  maintaining
effective  internal  control  over  financial  reporting.   In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected  benefits and related costs of controls.  A company's  internal control
over financial  reporting is a process designed to provide reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  Such internal control includes  policies and procedures
that provide reasonable  assurance  regarding  prevention or timely detection of
unauthorized  acquisition,  use or disposition of a company's  assets that could
have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A control  deficiency  exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions,  to prevent or detect  misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate,  authorize, record, process
or  report  financial  data  reliably  in  accordance  with  generally  accepted
accounting  principles  such that there is more than a remote  likelihood that a
misstatement  of the company's  annual or interim  financial  statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a significant deficiency,  or combination of significant  deficiencies,  that
results in more than a remote  likelihood  that a material  misstatement  of the
annual or interim financial statements will not be prevented or detected.


<PAGE>




Our  consideration of the Trust's internal control over financial  reporting was
for  the  limited  purpose  described  in the  first  paragraph  and  would  not
necessarily  disclose  all  deficiencies  in  internal  control  that  might  be
significant  deficiencies or material weaknesses under standards  established by
the Public Company Accounting Oversight Board (United States). However, we noted
no deficiencies in the Trust's internal control over financial reporting and its
operation,  including controls for safeguarding securities,  that we consider to
be a material weakness as defined above as of October 31, 2005.

This report is intended solely for the information and use of management and the
Trustees  of MFS  Intermediate  Income  Trust and the  Securities  and  Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 22, 2005
</TEXT>
</DOCUMENT>
