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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of 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,
2012, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Trust's 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
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 trust'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.  A trust's 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
trust's annual or interim financial statements will not be prevented or detected
on a timely basis.


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 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, 2012.


This report is intended solely for the information and use of management and the
Board of 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 14, 2012



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