<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>2
<FILENAME>q772.txt
<TEXT>
               SUB-ITEM 77Q2

Based  solely  on a review  of the  copies  of  Forms  3, 4 and 5 and
amendments  thereto  furnished  to MFS Intermediate  Income  Trust (the
Trust)  with  respect to its most  recent  fiscal year for  Trustees  and
officers  of the  Trust,  MFS,  and  certain  persons  affiliated  with MFS,
and  greater  than ten  percent beneficial  owners,  the Trust  believes all
Section  16(a)  transactions  were  reported on a timely  basis, except for the
following filing:   Robert J. Manning made a Form 3 filing for the Trust on
August 24, 2009.

</TEXT>
</DOCUMENT>
