<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>b77.txt
<TEXT>


REPORT OF INDEPENDENT  REGISTERED  PUBLIC ACCOUNTING FIRM To the Trustees of 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,
2010,  in  accordance  with  the  standards  of the  Public  Company  Accounting
Oversight Board (United States), we considered the Trusts internal control over
financial reporting, including controls over 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
Trusts 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 trusts 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.  A trusts  internal  control over  financial  reporting
includes those policies and  procedures  that (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions and dispositions of the assets of the trust; (2) provide reasonable
assurance that  transactions are recorded as necessary to permit  preparation of
financial   statements  in  accordance   with  generally   accepted   accounting
principles,  and that receipts and expenditures of the trust are being made only
in accordance with  authorizations  of management and trustees of the trust; and
(3) provide  reasonable  assurance  regarding  prevention or timely detection of
unauthorized  acquisition,  use, or  disposition  of a trust'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  deficiency  in internal
control  over  financial  reporting  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  material  weakness  is  a  deficiency,  or a  combination  of
deficiencies, in internal control over financial reporting, such that there is a
reasonable  possibility  that a material  misstatement  of the trusts annual or
interim  financial  statements  will not be  prevented  or  detected on a timely
basis.


Our  consideration of the Trusts 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 material
weaknesses  under  standards   established  by  the  Public  Company  Accounting
Oversight  Board  (placecountry regionUnited   States).  However,  we  noted  no
deficiencies in the Trusts  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, 2010.

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 16, 2010

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</DOCUMENT>
