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<TYPE>EX-99.77B ACCT LTTR
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Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
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, 2004, 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 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
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 U.S.  generally  accepted  accounting
principles.   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 of the
Public Company  Accounting  Oversight Board (United States). 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, 2004.

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 & Young LLP

Boston, Massachusetts
January 14, 2005

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