<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>q771a.txt
<TEXT>
                          MFS INTERMEDIATE INCOME TRUST

                           CERTIFICATION OF AMENDMENT
                           TO THE DECLARATION OF TRUST



      Pursuant  to  Section 8.3 of the Amended and Restated Declaration of Trust
dated December 16, 2004,  as  amended  (the  "Declaration"), of MFS Intermediate
Income Trust, a business trust organized under  the  laws of The Commonwealth of
Massachusetts (the "Trust"), the undersigned, constituting  a  majority  of  the
Trustees of the Trust, do hereby amend the following Sections of the Declaration
to be effective on May 2, 2016.


      Pursuant  to  Section  8.3 of the Declaration, the undersigned Trustees of
the Trust, being a majority of the Trustees of the Trust, hereby replace Article
V, Section 5.7 of the Declaration to read in its entirety as follows:

      "Section 5.7.  Claims. As  used herein, a "direct Shareholder claim" shall
      refer to (i) a claim based upon  alleged  violations  of  a  Shareholder's
      individual  rights  independent  of  any  harm  to the Trust, including  a
      Shareholder's voting rights under Section 6.8 hereof,  rights to receive a
      dividend payment as may be declared from time to time, rights  to  inspect
      books and records, or other similar rights personal to the Shareholder and
      independent  of any harm to the Trust; and (ii) a claim for which a direct
      shareholder action is expressly provided under the U.S. federal securities
      laws. Any claim asserted by a Shareholder that is not a direct Shareholder
      claim, including without limitation any claims purporting to be brought on
      behalf of the  Trust  or involving any alleged harm to the Trust, shall be
      considered a "derivative claim" as used herein.

            a. Derivative Claims.  No  Shareholder shall have the right to bring
            or  maintain  any  court action  or  other  proceeding  asserting  a
            derivative claim or  any  claim  asserted  on behalf of the Trust or
            involving any alleged harm to the Trust without  first making demand
            on  the Trustees requesting the Trustees to bring or  maintain  such
            action,  proceeding or claim. Such demand shall be excused only when
            the plaintiff  makes a specific showing that irreparable nonmonetary
            injury to the Trust  or  any series or class thereof would otherwise
            result, or if a majority of  the Board of Trustees, or a majority of
            any committee established to consider the merits of such action, has
            a material personal financial  interest  in  the  action at issue. A
            Trustee shall not be deemed to have a personal financial interest in
            an action or otherwise be disqualified from ruling  on a Shareholder
            demand by virtue of the fact that such Trustee receives remuneration
            from his or her service on the Board of Trustees of the  Trust or on
            the boards of one or more investment companies with the same  or  an
            affiliated  investment adviser or underwriter, or the amount of such
            remuneration.  Such  demand  shall be mailed to the Secretary of the
            Trust at the Trust's principal  office  and  shall  set  forth  with
            particularity the nature of the proposed court action, proceeding or
            claim  and  the  essential  facts  relied upon by the shareholder to
            support  the  allegations made in the  demand.  The  Trustees  shall
            consider such demand  within 90 days of its receipt by the Trust. In
            their sole discretion,  the Trustees may submit the matter to a vote
            of shareholders of the Trust  or  series  or  class  of  Shares,  as
            appropriate.  Any  decision  by  the  Trustees to bring, maintain or
            settle  (or  not to bring, maintain or settle)  such  court  action,
            proceeding  or  claim,  or  to  submit  the  matter  to  a  vote  of
            Shareholders, shall be binding upon the Shareholders."

      Pursuant to Section  8.3  of  the Declaration, the undersigned Trustees of
the Trust, being a majority of the Trustees  of  the Trust, hereby amend Article
VI, Section 6.2 of the Declaration to add the following language before the last
sentence of Section 6.2:

      "The  Trust  may enter into contractual arrangements  with  an  Investment
      Adviser, Transfer  Agent,  and  other parties who each provide services to
      the Trust. Unless expressly stated otherwise, shareholders are not parties
      to, or intended beneficiaries of these contractual arrangements, and these
      contractual arrangements are not  intended to create any shareholder right
      to enforce them against the service  providers or to seek any remedy under
      them against the service providers, either  directly  or  on behalf of any
      series  of  the Trust. The registration statement of the Trust  is  not  a
      contract between  the Trust and the shareholders of the Trust and does not
      give  rise to any shareholder  rights  other  than  any  rights  conferred
      explicitly by federal or state securities laws that may not be waived."

      Pursuant  to  Section  8.3 of the Declaration, the undersigned Trustees of
the Trust, being a majority of the Trustees of the Trust, hereby add Section 9.7
to Article IX of the Declaration to read in its entirety as follows:

      "Section 9.7.  Forum for  Adjudication  of  Disputes.   Unless  the  Trust
      consents  in  writing  to  the  selection of an alternative forum, (i) any
      action or proceeding brought by or  on  behalf  of the Trust or any of the
      Trust's Shareholders, (ii) any action asserting a  claim  against  any the
      Trust  (or  any  series thereof), or against any trustee, officer or other
      employee of the Trust,  whether  arising under federal law, the law of any
      state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a
      claim  arising pursuant to any provision  of  the  Massachusetts  Business
      Corporation  Act,  the  statutory  or  common  law  of the Commonwealth of
      Massachusetts,  the  Declaration  or  these By-Laws, (iv)  any  action  to
      interpret, apply, enforce or determine  the  validity of this Declaration,
      the Trust's by-laws, or any agreement on behalf  of  the  Trust authorized
      thereunder, or (v) any action asserting a claim governed by  the  internal
      affairs doctrine (each, a "Covered Action") shall be brought in the  state
      or  federal  courts  located within the Commonwealth of Massachusetts. Any
      person purchasing or otherwise acquiring or holding any interest in shares
      of beneficial interest  of the Trust shall be (i) deemed to have notice of
      and consented to the provisions  of  this Section, and (ii) deemed to have
      waived any argument relating to the inconvenience of the forums referenced
      above  in  connection  with any action or  proceeding  described  in  this
      Section.

      If any Covered Action is  filed in a court other than the state or federal
      courts of the Commonwealth  of  Massachusetts  (a "Foreign Action") in the
      name  of  any  shareholder,  such  shareholder shall  be  deemed  to  have
      consented to (i) the personal jurisdiction of the state and federal courts
      located within the Commonwealth of Massachusetts  in  connection  with any
      action  brought in any such courts to enforce the first paragraph of  this
      Section (an  "Enforcement Action") and (ii) having service of process made
      upon such shareholder  in any such Enforcement Action by service upon such
      shareholder's counsel in the Foreign Action as agent for such shareholder.

      If any provision or provisions  of  this  Section  shall  be  held  to  be
      invalid, illegal or unenforceable as applied to any person or circumstance
      for  any  reason whatsoever, then, to the fullest extent permitted by law,
      the validity,  legality  and  enforceability  of  such provision(s) in any
      other  circumstance  and  of  the  remaining provisions  of  this  Section
      (including, without limitation, each  portion  of  any  sentence  of  this
      Section  containing  any  such  provision  held  to be invalid, illegal or
      unenforceable  that  is  not  itself  held  to  be  invalid,   illegal  or
      unenforceable) and the application of such provision to other persons  and
      circumstances shall not in any way be affected or impaired thereby."

      Pursuant  to  Section  8.3 of the Declaration, the undersigned Trustees of
the Trust, being a majority of  the  Trustees of the Trust, hereby amend Section
9.3 of the Declaration to read in its entirety as follows:

            "Section 9.3.  Principal Office.   The principal office of the Trust
            is  111  Huntington  Avenue,  Boston,  Massachusetts   02199.    The
            Trustees,  without  a vote of Shareholders, may change the principal
            office of the Trust."





<PAGE>
      IN WITNESS WHEREOF, a majority  of the Trustees of the Trust have executed
this  amendment,  in  one  or  more  counterparts,  all  constituting  a  single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of May 2, 2016 and further certify, as  provided  by  the  provisions of Section
8.3(c)  of  the  Declaration,  that  this  amendment  was  duly adopted  by  the
undersigned in accordance with Section 8.3(a) of the Declaration.

---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|STEVEN E. BULLER                     |JOHN P. KAVANAUGH            |
|Steven E. Buller                     |John P. Kavanaugh            |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington AvenueBoston, MA 02199|111 Huntington Avenue        |
|                                     |Boston, MA 02199             |
---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|ROBERT E. BUTLER                     |ROBERT J. MANNING            |
|Robert E. Butler                     |Robert J. Manning            |
|c/o MFS Investment Management        |MFS Investment Management    |
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|MAUREEN R. GOLDGFARB                 |MARYANNE L. ROEPKE           |
|Maureen R. Goldfarb                  |Maryanne L. Roepke           |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|DAVID H. GUNNING                     |ROBIN A. STELMACH            |
|PersonNameDavid H. Gunning           |Robin A. Stelmach            |
|c/o MFS Investment Management        |MFS Investment Management    |
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|WILLIAM R. GUTOW                     |LAURIE J. THOMSEN            |
|PersonNameWilliam R. Gutow           |Laurie J. Thomsen            |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
---------------------------------------------------------------------
|                                     |                             |
|                                     |                             |
|MICHAEL HEGARTY                      |ROBERT W. UEK                |
|Michael Hegarty                      |Robert W. Uek                |
|c/o MFS Investment Management        |c/o MFS Investment Management|
|111 Huntington Avenue                |111 Huntington Avenue        |
|Boston, MA 02199                     |Boston, MA 02199             |
---------------------------------------------------------------------




</TEXT>
</DOCUMENT>
