<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>b77.txt
<TEXT>
Report of Ernst & Young LLP, Independent Auditors

To the Trustees and Shareholders of MFS Charter Income Trust:

We have  audited the  accompanying  statement of assets and  liabilities  of MFS
Charter Income Trust (the Fund),  including the portfolio of investments,  as of
November 30, 2001,  and the related  statement of  operations  for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain  reasonable  assurance  about  whether the  financial  statements  and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements  and financial  highlights.  Our  procedures  included
confirmation of securities owned as of November 30, 2001, by correspondence with
the  custodian and brokers or by other  appropriate  auditing  procedures  where
replies from brokers were not  received.  An audit also  includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
MFS Charter Income Trust at November 30, 2001, the results of its operations for
the year then ended,  the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the five years in
the period  then ended,  in  conformity  with  accounting  principles  generally
accepted in the United States.


Boston, Massachusetts
January 4, 2002

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</DOCUMENT>
