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<SEC-DOCUMENT>0000912938-08-000515.txt : 20081104
<SEC-HEADER>0000912938-08-000515.hdr.sgml : 20081104
<ACCEPTANCE-DATETIME>20081104145940
ACCESSION NUMBER:		0000912938-08-000515
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20081104
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20081104
DATE AS OF CHANGE:		20081104

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS INTERMEDIATE INCOME TRUST
		CENTRAL INDEX KEY:			0000826735
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-05440
		FILM NUMBER:		081160549

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		15TH FL
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		15TH FL
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MFS MULTI GOVERNMENT INTERMEDIATE TRUST
		DATE OF NAME CHANGE:	19880308

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL GOVERNMENT INCOME TRUST
		DATE OF NAME CHANGE:	19880211
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>MFS INTERMEDIATE INCOME TRUST
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                      ------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 4, 2008

                          MFS Intermediate Income Trust
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

   Massachusetts                     811-5440                     04-3000636
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
     Incorporation)                                          Identification No.)

500 Boylston Street, Boston, Massachusetts                   02116
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (617) 954-5000

- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

  |_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

  |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

  |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing

     On November 4, 2008, MFS  Intermediate  Income Trust (the "Trust") issued a
press release  announcing  that on November 4, 2008, the New York Stock Exchange
deemed the Fund non-compliant with the Exchange's  corporate  governance listing
standards  as a  result  of a  failure  to  hold  its  2008  annual  meeting  of
shareholders to elect Trustees.  The Fund strongly disagrees with the Exchange's
determination that the Fund failed to hold its Annual Meeting.  The full text of
the press release  issued in connection  with the  announcement  is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.

     The  information  in this Form 8-K  (including  Exhibit  99.1) shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934, as amended (the "Exchange  Act"), or otherwise  subject to the liabilities
of that section,  nor shall it be deemed incorporated by reference in any filing
under the  Securities  Act of 1933, as amended,  or the Exchange Act,  except as
expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

     (d)    Exhibits

            The following exhibit relating to Item 8.01 shall be deemed to be
furnished, and not filed:

            99.1  Press release issued by the Registrant on November 4, 2008


<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                        MFS INTERMEDIATE INCOME TRUST
Date:  November 4, 2008                 By: SUSAN S. NEWTON
                                            ---------------
                                            Susan S. Newton
                                            Assistant Secretary


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.          Description
99.1                 Press release issued by the Registrant on November 4, 2008
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                               EXHIBIT NO. 99.1

                MIN Announces NYSE Position on its Annual Meeting

     BOSTON - (November 4, 2008) -- MFS  Intermediate  Income Trust (NYSE:  MIN)
(the "Fund")  announced  that on November 4, 2008,  the New York Stock  Exchange
(the "Exchange")  deemed the Fund  non-compliant  with the Exchange's  corporate
governance  listing  standards  as a result of a failure to hold its 2008 annual
meeting of  shareholders  (the  "Annual  Meeting") to elect  Trustees.  The Fund
strongly  disagrees  with the Exchange's  determination  that the Fund failed to
hold its Annual Meeting.

     The Fund's Annual Meeting was convened on October 9, 2008; however,  Karpus
Investment Management  ("Karpus"),  a shareholder of the Fund that had solicited
proxies from other  shareholders,  did not attend the Annual Meeting or vote the
shares for which it had received  proxies.  Karpus  failed to attend the meeting
because it had not received sufficient votes to carry its proposals.

     The  independent  Inspector  of  Elections  reported  that  at the  time of
convening the Annual Meeting,  approximately  41% of the shares were represented
at the Annual Meeting. A majority of the outstanding shares (i.e., over 50%) was
necessary  to  constitute  a quorum.  Because  Karpus did not attend the meeting
after soliciting and receiving proxies from Fund  shareholders,  an insufficient
number of the Fund's  shares were  represented  to  constitute  a quorum for the
conduct  of  business  at the  Annual  Meeting.  Based on advice  from its proxy
solicitor that - even with further  solicitation - the Fund would not be able to
achieve a quorum unless the shares solicited by Karpus were counted,  the Annual
Meeting was adjourned  without the election of trustees  taking place,  and each
trustee nominated for re-election at the Annual Meeting will continue as Trustee
until a successor is elected and qualified.

     Based on  information  provided to the Fund by its proxy  solicitor,  among
those shareholders whose votes were actually represented at the Meeting, each of
the incumbent  directors who were subject to election received  approximately 42
million   votes  "FOR"   re-election   and  fewer  that  5  million   "WITHHOLD"
instructions. Consequently, had Karpus attended the Annual Meeting, the Trustees
would have been re-elected.

     The next annual  meeting of  shareholders  to elect  trustees will occur in
2009.
<PAGE>

     MFS manages  approximately  $160 billion in assets on behalf of more than 5
million  individual and  institutional  investors  worldwide as of September 30,
2008. The company traces its origins to 1924 and the creation of America's first
mutual fund.

     Statements made in this release that look forward in time involve risks and
uncertainties  and are  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation Reform Act of 1995. Such risks and uncertainties
include, without limitation, the adverse effect from a decline in the securities
markets or a decline in a Fund's performance, a general downturn in the economy,
competition from other closed-end  investment  companies,  changes in government
policy or  regulation,  inability of a Fund's  investment  adviser to attract or
retain key employees,  inability of a Fund to implement its investment strategy,
inability of a Fund to manage rapid  expansion  and  unforeseen  costs and other
effects  related to legal  proceedings or  investigations  of  governmental  and
self-regulatory  organizations.

     This update is not a prospectus,  circular or  representation  intended for
use in the  purchase  or  sale  of  Fund  shares.  Shares  of the  Fund  are not
FDIC-insured and are not deposits or other obligations of, or guaranteed by, any
bank.  Shares of the Fund involve  investment risk,  including  possible loss of
principal.  For more  complete  information  about  the Fund,  including  risks,
charges, and expenses,  please see the Fund's annual and semi annual shareholder
report  or  contact  your  financial  adviser.

     MIN is a  closed-end  investment  product.  Shares  of the  Fund  are  only
available for purchase/sale on the NYSE at the current market price.  Shares may
trade at a discount to net asset value.

Contact:
MFS Shareholders or Advisors (investment product information):
         Brian Mastrullo, 800-343-2829, ext. 57940
Media Only:
         John Reilly, 617-954-5305, or Dan Flaherty, 617-954-4256
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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