<DOCUMENT>
<TYPE>EX-99.77BACCTLTTR
<SEQUENCE>2
<FILENAME>b77.txt
<TEXT>

                         Report of Independent Auditors

To the Trustees
MFS Charter Income Trust

In planning and performing our audit of the financial  statements of MFS Charter
Income Trust,  ("the Fund") for the year ended  November 30, 2000, we considered
its internal control,  including control activities for safeguarding securities,
to determine our auditing  procedures  for the purpose of expressing our opinion
on the financial  statements and to comply with the  requirements of Form N-SAR,
and not to provide assurance on internal control.

The  management of the Fund is  responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
internal  control.  Generally,  internal  controls that are relevant to an audit
pertain to the entity's objective of preparing financial statements for external
purposes  that are  fairly  presented  in  conformity  with  generally  accepted
accounting  principles.  Those internal  controls  include the  safeguarding  of
assets against unauthorized acquisition, use, or disposition.

Because of inherent  limitations in any internal  control,  misstatements due to
errors  or  fraud  may  occur  and not be  detected.  Also,  projections  of any
evaluation  of internal  control to future  periods are subject to the risk that
internal control may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the specific internal control  components does not reduce to a relatively low
level the risk  that  errors  or fraud in  amounts  that  would be  material  in
relation to the financial statements being audited may occur and not be detected
within a timely  period by employees in the normal  course of  performing  their
assigned  functions.  However,  we noted no matters involving  internal control,
including  controls  for  safeguarding  securities,  and its  operation  that we
consider to be material weaknesses as defined above as of November 30, 2000.

This report is intended  solely for the  information and use of the trustees and
management  of  MFS  Charter  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.

Ernst & Young
Boston, Massachusetts
January 5, 2001

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