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

To the Shareholders and

Board of Trustees of MFS Charter Income Trust

In planning and performing our audits of the financial statements of MFS Charter
Income Trust for the year ended  November 30, 2003, we  considered  its internal
control,  including control activities for safeguarding securities,  in order 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, not
to provide assurance on internal control.

The management of MFS Charter Income Trust 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 controls.  Generally, 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 accounting  principles  generally
accepted in the United States. Those controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.

Because of inherent  limitations in internal  control,  error or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation 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 internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error 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  and  its  operation,   including  controls  for  safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
November 30, 2003.

This report is intended solely for the information and use of management and the
Board of Trustees 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 and Young LLP

Boston, Massachusetts
January 9, 2003

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