<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>q772.txt
<TEXT>
                                  SUB-ITEM 77Q2

Based  solely on a review of the copies of Forms 3, 4, and 5, and any 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,
directors  and officers of MFS, 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:
Mr. Robert C. Pozen and   Ms.  Maria  F. Dwyer each made a Form 4 filing for the
Trust on July 5, 2012 and July 6, 2012, respectively.




219675
</TEXT>
</DOCUMENT>
