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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950156-02-000307.txt : 20020815
<SEC-HEADER>0000950156-02-000307.hdr.sgml : 20020815
<ACCEPTANCE-DATETIME>20020815085545
ACCESSION NUMBER:		0000950156-02-000307
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20021001
FILED AS OF DATE:		20020815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000801961
		IRS NUMBER:				046554822
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-04841
		FILM NUMBER:		02738911

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		18006372929

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON STREET
		STREET 2:		15TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>d580091.txt
<DESCRIPTION>MFS MUNICIPAL INCOME TRUST
<TEXT>
<PAGE>
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]                    FILED BY A PARTY OTHER
                                               THAN THE REGISTRANT [ ]

- --------------------------------------------------------------------------------

CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

                           MFS Municipal Income Trust
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
    [X] No fee required.
    [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:

         2) Aggregate number of securities to which transaction applies:

         3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined):

         4) Proposed maximum aggregate value of transaction:

         5) Total Fee Paid:

    [ ] Fee paid previously with preliminary materials.

    [ ] Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

         1) Amount previously paid:

         2) Form, Schedule or Registration Statement No.:

         3) Filing Party:

         4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE>


                        MFS(R) MUNICIPAL INCOME TRUST

               500 Boylston Street, Boston, Massachusetts 02116


              Notice of the 2002 Annual Meeting of Shareholders
                          To be held on October 1, 2002

The 2002 Annual Meeting of Shareholders of MFS(R) Municipal Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m. on Tuesday, October 1, 2002, for the following purposes:

ITEM 1.  To elect William R. Gutow, J. Atwood Ives, Abby M. O'Neill and
         Jeffrey L. Shames as Trustees of the Trust;

ITEM 2.  To ratify the selection of Deloitte & Touche LLP as the independent
         public accountants to be employed by the Trust for the current fiscal
         year; and


ITEM 3.  To transact such other business as may come before the Meeting and
         any adjournments thereof.

         YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.


Only shareholders of record on August 2, 2002 will be entitled to vote at the
Annual Meeting of Shareholders.


                                         STEPHEN E. CAVAN, Secretary and Clerk


August 15, 2002


YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>


                          MFS(R) MUNICIPAL INCOME TRUST


                                 Proxy Statement


This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS(R) Municipal Income Trust (the
"Trust") to be used at the 2002 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Tuesday, October 1, 2002, at 500 Boylston Street,
Boston, Massachusetts, for the purposes set forth in the accompanying Notice. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to its exercise by a signed writing filed with the proxy
tabulation agent, Management Information Services Corporation ("MIS"), 61 Accord
Park Drive, Norwell, Massachusetts 02061, or delivered at the Meeting.
Shareholders of record at the close of business on August 2, 2002 will be
entitled to one vote for each share held. The Trust has two classes of shares
outstanding, common shares and preferred shares. The number of common shares of
the Trust outstanding on August 2, 2002 was 39,607,041.93 and the number of
preferred shares of the Trust outstanding on that date was 5,600.

The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about August 15, 2002. A copy of the
Trust's most recent annual report and semi-annual report may be obtained without
charge by contacting MFS Service Center, Inc., the Trust's transfer and
shareholder servicing agent (the "Shareholder Servicing Agent"), P.O. Box 2281,
Boston, MA 02107-9906, or by telephone toll-free at (800) 637-2304.


ITEM 1 -- ELECTION OF TRUSTEES

The Board of Trustees which oversees the Trust provides broad supervision over
the affairs of the Trust. Massachusetts Financial Services Company ("MFS" or the
"Adviser"), the Trust's investment adviser and administrator, is responsible for
the investment management of the Trust's assets and for providing a variety of
other administrative services to the Trust. The officers of the Trust are
responsible for its operations.

Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of electing
William R. Gutow, J. Atwood Ives, Abby M. O'Neill and Jeffrey L. Shames as
Trustees of the class whose term will expire at the 2005 Annual Meeting of
Shareholders (or special meeting in lieu thereof). Under the terms of the
Trust's retirement policy, the Trustees have a mandatory retirement age. Ms.
O'Neill will retire in accordance with this policy on December 31, 2003. Messrs.
Gutow, Ives and Shames and Ms. O'Neill are presently Trustees of the Trust. If,
before the election, any nominee refuses or is unable to serve, proxies will be
voted for a replacement nominee designated by your current Trustees.

Only holders of the Trust's preferred shares are entitled to vote for Mr. Ives.
Holders of the Trust's common shares and preferred shares, voting together as a
single class, are entitled to vote for all of the remaining nominees.

The following table presents certain information regarding the Trustees of the
Trust, including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. An asterisk beside a Trustee's name indicates that he
or she is an "interested person" as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), of MFS and has been affiliated with MFS for
more than five years, unless otherwise indicated.


<PAGE>


<TABLE>
<CAPTION>
                               Position(s) Held          Trustee         Term               Principal Occupations & Other
   Name, Date of Birth            with Trust            Since(1)       Expiring      Directorships(2) During the Past Five Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>                  <C>     <C>

INTERESTED TRUSTEES
Jeffrey L. Shames*          Chairman                 October 1993        2002     Massachusetts Financial Services Company,
(born 06/02/55)                                                                   Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------------
John W. Ballen*             Trustee                  August 2001         2003     Massachusetts Financial Services Company,
(born 09/12/59)                                                                   President and Director
- -----------------------------------------------------------------------------------------------------------------------------------
Kevin R. Parke*             Trustee                  January 2002        2004     Massachusetts Financial Services Company, Chief
(born 12/14/59)                                                                   Investment Officer, Executive Vice President and
                                                                                  Director
- -----------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
Lawrence H. Cohn, M.D.      Trustee                  August 1993         2004     Brigham and Women's Hospital, Chief of Cardiac
(born 03/11/37)                                                                   Surgery; Harvard Medical School, Professor of
                                                                                  Surgery
- -----------------------------------------------------------------------------------------------------------------------------------
The Hon. Sir J. David       Trustee                  October 1993        2004     Edmund Gibbons Limited (diversified holding
  Gibbons, KBE                                                                    company), Chief Executive Officer; Colonial
(born 06/15/27)                                                                   Insurance Company Ltd., Director and Chairman;
                                                                                  Bank of Butterfield, Chairman (until 1997)
- -----------------------------------------------------------------------------------------------------------------------------------
William R. Gutow            Trustee                  July 1994           2002     Private investor and real estate consultant;
(born 09/27/41)                                                                   Capitol Entertainment Management Company (video
                                                                                  franchise), Vice Chairman
- -----------------------------------------------------------------------------------------------------------------------------------
J. Atwood Ives              Trustee                  February 1992       2002     Private investor; KeySpan Corporation (energy
(born 05/01/36)                                                                   related services), Director; Eastern Enterprises
                                                                                  (diversified services company), Chairman, Trustee
                                                                                  and Chief Executive Officer (until November 2000)
- -----------------------------------------------------------------------------------------------------------------------------------
Abby M. O'Neill             Trustee                  October 1992        2002     Private investor; Rockefeller Financial Services,
(born 04/27/28)                                                                   Inc. (investment advisers), Chairman and Chief
                                                                                  Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------------
Lawrence T. Perera          Trustee                  July 1981           2004     Hemenway & Barnes (attorneys), Partner
(born 06/23/35)
- -----------------------------------------------------------------------------------------------------------------------------------
William J. Poorvu           Trustee                  August 1982         2003     Private investor; Harvard University Graduate
(born 04/10/35)                                                                   School of Business Administration, Class of 1961
                                                                                  Adjunct Professor in Entrepreneurship Emeritus;
                                                                                  CBL & Associates Properties, Inc. (real estate
                                                                                  investment trust), Director
- -----------------------------------------------------------------------------------------------------------------------------------
J. Dale Sherratt            Trustee                  August 1993         2003     Insight Resources, Inc. (acquisition planning
(born 09/23/38)                                                                   specialists), President; Wellfleet Investments
                                                                                  (investor in health care companies), Managing
                                                                                  General Partner (since 1993); Paragon Trade
                                                                                  Brands, Inc. (disposable consumer products),
                                                                                  Director; Cambridge Nutraceuticals (professional
                                                                                  nutritional products), Chief Executive Officer
                                                                                  (until May 2001)
- -----------------------------------------------------------------------------------------------------------------------------------
Elaine R. Smith             Trustee                  February 1992       2004     Independent health care industry consultant
(born 04/25/46)
- -----------------------------------------------------------------------------------------------------------------------------------
Ward Smith                  Trustee                  October 1992        2003     Private investor
(born 09/13/30)

- ----------
(1) Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
    "public companies").
  * "Interested person" of MFS within the meaning of the 1940 Act.
</TABLE>

Messrs. Shames, Ballen and Parke hold comparable positions with certain other
funds of which MFS or a subsidiary is the investment adviser or distributor.
Each Trustee serves as a board member of 117 MFS funds within the MFS Family of
Funds. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston,
Massachusetts 02116.

Information about the executive officers of your Trust, share ownership, the
identity of certain persons holding 5% or more of the outstanding shares of the
Trust, Trustee Compensation, and Board and Committee meetings, appears under
"Trust Information" beginning on page 6.

REQUIRED VOTE.  Approval of this proposal as to Mr. Ives will require the
affirmative vote of a plurality of the outstanding preferred shares of your
Trust voting at the Meeting in person or by proxy.

Approval of this proposal as to all other nominess for Trustee will require the
affirmative vote of a plurality of the outstanding preferred and common shares
of your Trust, voting together as a single class, at the Meeting in person or by
proxy.

ITEM 2 -- RATIFICATION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust, of
Deloitte & Touche LLP, ("Deloitte") under section 32(a) of the 1940 Act as
independent public accountants to the Trust for the current fiscal year.
Deloitte has no direct or material indirect interest in the Trust.

Representatives of Deloitte are expected to be present at the Meeting and will
have an opportunity to make a statement if they desire to do so. Such
representatives are also expected to be available to respond to appropriate
questions.

The Audit Committee of the Board of Trustees issued the following report
concerning the financial statements for the Trust's most recent fiscal year.

    The Audit Committee reviewed and discussed the audited financial statements
    with Trust management. The Audit Committee also discussed with Deloitte the
    matters required to be discussed by SAS 61 (Codification of Statements on
    Auditing Standards). The Audit Committee received the written disclosures
    and the letter from Deloitte required by Independence Standards Board
    Standard No. 1 (Independence Discussions with Audit Committees), and
    discussed with Deloitte its independence.

    Based on this review and these discussions, the Audit Committee recommended
    to the Board of Trustees that the audited financial statements be included
    in the Trust's annual report to shareholders for the fiscal year ended
    October 31, 2001 for filing with the Securities and Exchange Commission.

                                                  William J. Poorvu
                                                  Elaine R. Smith

The following table sets forth the aggregate fees paid to Deloitte (or certain
of its affiliates) for the Trust's fiscal year ended October 31, 2001, for
professional services rendered for: (i) the audit of the Trust's financial
statements for that fiscal year; (ii) the audits of the annual financial
statements for all funds in the MFS fund complex audited by Deloitte; (iii)
financial information systems design and implementation services to the Trust,
MFS and any entity controlling, controlled by or under common control with MFS
that provides services to the Trust (including MFS Service Center, Inc.); and
(iv) all other services (other than the foregoing services) to the Trust, MFS,
and any entity controlling, controlled by or under common control with MFS that
provides services to the Trust. The Audit Committee of the Trust considered
whether the provision of information technology services and of non-audit
services by Deloitte is compatible with the maintenance of that firm's
independence.

<TABLE>
<CAPTION>
                                                                                                  ALL OTHER FEES (OTHER THAN
                                                                  FINANCIAL INFORMATION SYSTEMS    FEES LISTED IN ADJOINING
                                                                    DESIGN AND IMPLEMENTATION     COLUMNS) PAID BY THE TRUST,
                                   AGGREGATE AUDIT FEES PAID BY    FEES PAID BY THE TRUST, MFS   MFS AND MFS RELATED ENTITIES
AUDIT FEES PAID BY THE TRUST FOR   ALL FUNDS IN THE MFS COMPLEX   AND MFS RELATED ENTITIES THAT  THAT PROVIDE SERVICES TO THE
   ITS MOST RECENT FISCAL YEAR          AUDITED BY DELOITTE       PROVIDE SERVICES TO THE TRUST              TRUST
- ---------------------------------  -----------------------------  -----------------------------  -----------------------------
<S>                                         <C>                             <C>                            <C>
             $29,700                        $2,750,885                      $202,000                       $513,700
</TABLE>

REQUIRED VOTE. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.

<PAGE>

TRUST INFORMATION
This section provides certain information about the Trust, including information
about executive officers, share ownership, the identity of certain persons
holding 5% or more of the outstanding shares of the Trust, Trustee compensation,
and Board and Committee meetings.

EXECUTIVE OFFICERS
The following table provides information about the executive officers of the
Trust including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. Each officer will hold office until his or her
successor is chosen and qualified, or until he or she retires, resigns or is
removed from office.

<TABLE>
<CAPTION>
                                    POSITION(S) HELD             OFFICER                   PRINCIPAL OCCUPATIONS & Other
    NAME, DATE OF BIRTH              WITH THE TRUST              SINCE(1)           DIRECTORSHIPS(2) DURING THE PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                 <C>
OFFICERS
Jeffrey L. Shames             President                     January 1999        Massachusetts Financial Services Company, Chairman
(born 06/02/55)                                                                 and Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------------
James R. Bordewick, Jr.       Assistant Secretary           September 1990      Massachusetts Financial Services Company, Senior
(born 03/06/59)               and Assistant Clerk                               Vice President and Associate General Counsel
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen E. Cavan              Secretary and Clerk           December 1989       Massachusetts Financial Services Company, Senior
(born 11/06/53)                                                                 Vice President, General Counsel and Secretary
- -----------------------------------------------------------------------------------------------------------------------------------
Robert R. Flaherty            Assistant Treasurer           August 2000         Massachusetts Financial Services Company, Vice
(born 09/18/63)                                                                 President (since August 2000); UAM Fund Services,
                                                                                Senior Vice President (prior to August 2000)
- -----------------------------------------------------------------------------------------------------------------------------------
Richard M. Hisey              Treasurer                     August 2002         Massachusetts Financial Services Company, Senior
(born 08/29/58)                                                                 Vice President (since July 2002); The Bank of New
                                                                                York, Senior Vice President (September 2000 to July
                                                                                2002); Lexington Global Asset Managers, Inc.,
                                                                                Executive Vice President and General Manager (prior
                                                                                to September 2000)
- -----------------------------------------------------------------------------------------------------------------------------------
Ellen Moynihan                Assistant Treasurer           April 1997          Massachusetts Financial Services Company, Vice
(born 11/13/57)                                                                 President
- -----------------------------------------------------------------------------------------------------------------------------------
James O. Yost                 Assistant Treasurer           September 1990      Massachusetts Financial Services Company, Senior
(born 06/12/60)                                                                 Vice President
- ------------
(1) Date first appointed to serve as officer of an MFS fund. Each officer has served continuously since appointment.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public
    companies").
</TABLE>

Each of the Trust's officers holds comparable positions with certain other funds
of which MFS or a subsidiary is the investment adviser or distributor, and with
certain affiliates of MFS. The address of each officer is c/o MFS, 500 Boylston
Street, Boston, Massachusetts 02116.

SHARE OWNERSHIP
The following table shows as of August 2, 2002 (i) the number and percentage of
shares of the Trust owned by each Trustee and by the Trustees and executive
officers as a group and (ii) the dollar range of equity securities beneficially
owned by each Trustee (a) of the Trust and (b), on an aggregate basis, in all
MFS funds overseen by the Trustee.

The following dollar ranges apply:

    N.  None
    A.  $1 - $10,000
    B.  $10,001 - $50,000
    C.  $50,001 - $100,000
    D.  Over $100,000

<TABLE>
<CAPTION>
                                                                                                                AGGREGATE DOLLAR
                                                       COMMON                                DOLLAR RANGE OF     RANGE OF EQUITY
                                                   SHARES OF THE                                 EQUITY       SECURITIES IN ALL MFS
                                                 TRUST BENEFICIALLY     PERCENT OF THE CLASS  SECURITIES IN   FUNDS OVERSEEN BY THE
NAME OF TRUSTEE                                       OWNED(1)            OF COMMON SHARES      THE TRUST            TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                      <C>                  <C>                 <C>
INTERESTED TRUSTEES
Jeffrey L. Shames                                        0                                          N                   D
John W. Ballen                                           0                                          N                   D
Kevin R. Parke                                           0                                          N                   D

NON-INTERESTED TRUSTEES
Lawrence H. Cohn, M.D.                                   0                                          N                   D
The Hon. Sir J. David Gibbons, KBE                       0                                          N                   N
William R. Gutow                                         0                                          N                   D
J. Atwood Ives                                       1,000.0000               .002524%              D(2)                D
Abby M. O'Neill                                          0                                          N                   D
Lawrence T. Perera                                    250.0000                .000631%              A                   D
William J. Poorvu                                    3,186.5198               .008045%              B                   D
J. Dale Sherratt                                         0                                          N                   D
Elaine R. Smith                                       147.6042                .000372%              C(2)                D
Ward Smith                                               0                                          N                   D

Total Holdings of Trustees and
  Executive Officers as a Group                      4,584.1240               .011574%             N/A                 N/A

<CAPTION>
                                                                       PREFERRED
                                                             SHARES OF THE TRUST                    PERCENT OF THE CLASS
  NAME OF TRUSTEE                                           BENEFICIALLY OWNED(1)                    OF PREFERRED SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                      <C>
  INTERESTED TRUSTEES
  Jeffrey L. Shames                                                   0
  John W. Ballen                                                      0
  Kevin R. Parke                                                      0

  NON-INTERESTED TRUSTEES
  Lawrence H. Cohn, M.D.                                              0
  The Hon. Sir J. David Gibbons, KBE                                  0
  William R. Gutow                                                    0
  J. Atwood Ives                                                   40.0000                                .714285%
  Abby M. O'Neill                                                     0
  Lawrence T. Perera                                                  0
  William J. Poorvu                                                   0
  J. Dale Sherratt                                                    0
  Elaine R. Smith                                                   2.0000                                .035714%
  Ward Smith                                                          0

  Total Holdings of Trustees and
    Executive Officers as a Group                                  42.0000                                .750000%

- ----------
(1) All shares are held with sole voting and investment power except to the extent that such powers may be shared by a family
    member or a trustee of a family trust.
(2) Note that Mr. Ives and Ms. Smith own both common and preferred shares of the Trust.
</TABLE>

Interests of Certain Persons
As of August 2, 2002, to the best knowledge of the Trust, the following
shareholders beneficially owned 5% or more of any class of outstanding shares of
the Trust.

<TABLE>
<CAPTION>
                                                                    NUMBER OF           PERCENT OF
                                                                   OUTSTANDING         OUTSTANDING
NAME AND ADDRESS OF SHAREHOLDER           CLASS OF SHARES          SHARES OWNED        SHARES OWNED
- -------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                         <C>
Cede & Co. Fast
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020                    Common Shares       32,189,110.0187             81%

Morgan Stanley & Co., Inc.
One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201                       Preferred Shares       1,058.0000                 19%

Salomon Smith Barney, Inc.
333 W. 34th Street
New York, NY 10001                       Preferred Shares       3,047.0000                 54%

UBS PaineWebber, Inc.
1000 Harbor Blvd.
Weehawken, NJ 07087                      Preferred Shares         776.0000                 14%
</TABLE>

TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by the Trust
for the fiscal year ended October 31, 2001. Interested Trustees do not receive
any compensation from the Trust for their services as Trustees. The table
includes information for several Trustees who retired at the end of 2001.

<TABLE>
<CAPTION>
                                      TRUSTEE FEES FROM       TOTAL TRUSTEE FEES FROM THE
TRUSTEE                                 THE TRUST(1)           TRUST AND FUND COMPLEX(2)
- -----------------------------------------------------------------------------------------
<S>                                        <C>                         <C>
INTERESTED TRUSTEES
John W. Ballen(3)                          $     0                     $      0
Kevin R. Parke(3)                          $     0                     $      0
Arnold D. Scott(4)                         $     0                     $      0
Jeffrey L. Shames                          $     0                     $      0

NON-INTERESTED TRUSTEES
Lawrence H. Cohn, M.D.(5)                  $     0                     $175,140
The Hon. Sir J. David Gibbons, KBE(5)      $     0                     $172,650
William R. Gutow(6)                        $ 1,606                     $194,094
J. Atwood Ives                             $12,077                     $163,254
Abby M. O'Neill(5)                         $     0                     $172,150
Lawrence T. Perera                         $11,757                     $170,440
William J. Poorvu                          $11,937                     $174,008
Charles W. Schmidt(7)                      $10,077                     $152,500
J. Dale Sherratt(5)                        $     0                     $183,640
Elaine R. Smith                            $11,717                     $162,729
Ward Smith(5)                              $     0                     $198,640
David B. Stone(7)                          $11,897                     $162,779
- ----------
(1) For the fiscal year ended October 31, 2001.
(2) Information is provided for calendar year 2001. Messrs. Ives, Perera, Poorvu, Schmidt
    and Stone and Ms. Smith served as Trustees of 45 Funds within the MFS Fund complex
    (having aggregate net assets at December 31, 2001 of approximately $57.1 billion). Dr.
    Cohn, Messrs. Gibbons, Sherratt and Smith, and Ms. O'Neill served as Trustees of 43
    Funds within the MFS Fund complex (having aggregate net assets at December 31, 2001 of
    approximately $29.6 billion). Mr. Gutow served as Trustee of 108 Funds within the MFS
    Fund complex (having aggregate net assets at December 31, 2001 of approximately $76.9
    billion).
(3) These Trustees took office on January 1, 2002.
(4) Effective December 31, 2001, Mr. Scott retired as a Trustee.
(5) These Trustees took office on January 1, 2002 and therefore did not receive
    compensation from the Trust for its last fiscal year. As noted above, certain of these
    Trustees did receive Trustee fees from other funds in the MFS Fund complex during the
    calendar year ended December 31, 2001.
(6) Mr. Gutow became a Trustee of the Trust on August 1, 2001.
(7) Effective December 31, 2001, these individuals retired as Trustees of the Trust. These
    Trustees are entitled to receive benefits under the Trust's retirement plan.
</TABLE>

Prior to December 31, 2001, the Trust had a retirement plan for non-interested
Trustees and Trustees who were not officers of the Trust. Effective December 31,
2001, the Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with other
compensation to account for future benefits they would have received under the
retirement plan if it had continued for such Trustees.

COMMITTEES
The Board of Trustees meets regularly throughout the year to discuss matters and
take certain actions relating to the Trust. The Board has several standing
committees, which are described below.

<TABLE>
<CAPTION>
                                    NUMBER OF
                                MEETINGS IN LAST
NAME OF COMMITTEE                FISCAL YEAR(1)                    FUNCTIONS                           MEMBERS(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>                                                <C>
AUDIT COMMITTEE                           5         Provides oversight with respect to the accounting  Gutow(3), Poorvu, Sherratt
                                                    and auditing procedures of the Trust and, among    (3), E. Smith and W. Smith
                                                    other things, considers the selection of the       (3)
                                                    independent accountants for the Trust and the
                                                    scope of the audit, and considers the effect on
                                                    the independence of those accountants of any non-
                                                    audit services such accountants provide to the
                                                    Trust and any audit or non-audit services such
                                                    accountants provide to other MFS funds, MFS and/
                                                    or certain affiliates.

NOMINATING COMMITTEE                      1         Recommends qualified candidates to the Board in    All non-interested Trustees
                                                    the event that a position is vacated or created.   of the Board (Cohn, Gibbons,
                                                    The Nominating Committee would consider            Gutow, Ives, O'Neill,
                                                    recommendations by shareholders if a vacancy were  Perera, Poorvu, Sherratt, E.
                                                    to exist. Shareholders wishing to recommend        Smith and
                                                    Trustee candidates for consideration by the        W. Smith)
                                                    Nominating Committee may do so by writing the
                                                    Trust's Secretary. Such suggestions must be
                                                    accompanied by complete biographical and
                                                    occupational data on the prospective nominee,
                                                    along with a written consent of the prospective
                                                    nominee to consideration of his or her name by
                                                    the Committee.

COMPENSATION COMMITTEE                    0         Administers and approves all elements of           All non-interested Trustees
                                                    compensation for the Trustees who are not          of the Board (Cohn, Gibbons,
                                                    "interested persons" of the Trust as defined in    Gutow, Ives, O'Neill,
                                                    the 1940 Act or affiliated with the Trust's        Perera, Poorvu, Sherratt, E.
                                                    investment adviser.                                Smith and
                                                                                                       W. Smith)

BLUE BOOK COMMITTEE                       0         Requests, reviews and considers the information    All non-interested Trustees
                                                    deemed reasonably necessary to evaluate the terms  of the Board (Cohn, Gibbons,
                                                    of the investment advisory agreement that the      Gutow, Ives, O'Neill,
                                                    Trust proposes to renew or continue, and to make   Perera, Poorvu, Sherratt, E.
                                                    its recommendations to the full Board of Trustees  Smith and
                                                    on these matters.                                  W. Smith)

GOVERNANCE COMMITTEE                      0         Reviews and articulates the governance structure   Cohn, Ives, Poorvu, Shames*,
                                                    of the Board of Trustees. The Committee advises    Sherratt and W. Smith
                                                    and makes recommendations to the Board on matters
                                                    concerning directorship practices and
                                                    recommendations concerning the functions and
                                                    duties of the committees of the Board.

PORTFOLIO TRADING AND MARKETING           2         Reviews process and procedures, internal controls  Cohn, Gibbons, Ives, Perera
REVIEW COMMITTEE                                    and compliance monitoring relating to (i)          and O'Neill
                                                    portfolio trading, best
                                                    execution and brokerage
                                                    costs and trade allocations,
                                                    (ii) the production and use
                                                    of sales and marketing
                                                    materials in various forms
                                                    of media and (iii) the
                                                    Trust's investment policies
                                                    and practices.

PRICING COMMITTEE                         1         Reviews procedures for the valuation of            Parke*, Poorvu, Shames*, E.
                                                    securities and periodically reviews information    Smith and W. Smith
                                                    from MFS regarding fair value and liquidity
                                                    determinations made pursuant to the board-
                                                    approved procedures, and makes related
                                                    recommendations to the full Board and, if
                                                    requested by MFS, assists MFS's internal
                                                    valuation committee and/or the full Board in
                                                    resolving particular valuation matters.
- ------------
(1) The Compensation Committee, Blue Book Committee and Governance Committee were established on January 1, 2002.
(2) Information about each committee member is set forth above on pages 3 and 4.
(3) These individuals became members of the Audit Committee effective January 1, 2002.
  * "Interested person" of MFS within meaning of the 1940 Act.
</TABLE>

The Trust held eleven board meetings during the Trust's fiscal year ended
October 31, 2001. Each Trustee attended at least 75% of the board and applicable
committee meetings noted.

The Board has adopted a written charter for the audit committee that was
previously included as an appendix to the Trust's proxy statement as required by
applicable rules. The charter most recently was included in the Trust's 2001
proxy statement.

The Audit Committee consists only of Trustees who are not "interested persons"
of the Trust as defined in the 1940 Act and who are independent of the Trust as
defined by New York Stock Exchange Listing Standards. The Audit Committee's
report on the Trust's most recent audited financials is included in Item 2
above.

The Trust's declaration of trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

INVESTMENT ADVISER AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is an 88% owned subsidiary of Sun Life of Canada (U.S.) Financial Services
Holdings, Inc., 500 Boylston Street, Boston Massachusetts 02116, which is in
turn a wholly-owned subsidiary of Sun Life Assurance Company of Canada-U.S.
Operations Holdings, Inc., One SunLife Executive Park, Wellesley Hills,
Massachusetts 02481. Sun Life Assurance Company of Canada-U.S. Operations
Holdings, Inc., is a wholly-owned subsidiary of Sun Life Assurance Company of
Canada, 150 King Street West, 14th Floor, Toronto, Canada MSH 1J9, which in
turn is a wholly-owned subsidiary of Sun Life Financial Services of Canada,
Inc., at the same address.

MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Gutow, Ives and Shames and Ms. O'Neill as Trustees of the Trust (if
still available for election) and ratification of the selection of Deloitte as
independent public accountants.

All proxies voted, including proxies that reflect abstentions or the withholding
of authority to vote for a nominee for election as Trustee, will be counted
toward establishing a quorum. Passage of any proposal being considered at the
Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions have
any effect on the outcome of the voting on either item.

The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.


SUBMISSION OF PROPOSALS


Proposals of shareholders which are intended to be presented at the 2003 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 13,
2003.


SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the


Securities Exchange Act of 1934 requires Trustees, directors and certain
officers of the Trust and MFS, and persons who own more than ten percent of the
Trust's shares, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Such
persons are required by SEC regulation to furnish the Trust with copies of all
Section 16(a) forms they file.

Based solely on review of the copies of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust with respect to its most recent fiscal year, or written
representations that no Forms 5 were required, the Trust believes that, during
the year ended October 31, 2001, all Section 16(a) filing requirements
applicable to trustees, directors and certain officers of the Trust and the
Adviser and greater than ten percent beneficial owners were complied with.


ADDITIONAL INFORMATION


The expense of the preparation, printing and mailing of the enclosed form of
proxy, this Notice and Proxy Statement and any tabulation costs, will be borne
by the Trust.


              IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY


August 15, 2002                                     MFS MUNICIPAL INCOME TRUST

<PAGE>


                     [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


                     [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


                                MFS(R) MUNICIPAL
                                 INCOME TRUST
               500 Boylston Street, Boston, Massachusetts 02116


                                MFS(R) MUNICIPAL
                                  INCOME TRUST
                               500 Boylston Street
                           Boston, Massachusetts 02116


                                 Proxy Statement

                           For the 2002 Annual Meeting
                          of Shareholders to be held on
                                 October 1, 2002

                                                        MNIT-PROXY-08/02/24M

<PAGE>

  [logo] M F S(R)                                               ------------
INVESTMENT MANAGEMENT                                           FIRST CLASS
                                                                U.S. POSTAGE
 P.O. BOX 9131                                                      PAID
HINGHAM, MA 02043-913                                               PROXY
                                                                 TABULATOR
                                                                ------------
           Please fold and detach card at perforation before mailing

        THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST.

MFS MUNICIPAL INCOME TRUST                  PROXY FOR A MEETING OF SHAREHOLDERS
                                                  TO BE HELD ON OCTOBER 1, 2002

The undersigned hereby appoints James R. Bordewick, Jr., Stephen E. Cavan,
Richard M. Hisey, John W. Ballen, Kevin R. Parke and Jeffrey L. Shames and each
of them separately, proxies, with power of substitution, and hereby authorizes
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of MFS Municipal Income Trust, on Tuesday, October 1,
2002 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
preferred shares of the Trust which the undersigned would be entitled to vote if
personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.

                                         THIS PROXY CARD IS VALID ONLY WHEN
                                                  SIGNED AND DATED.

                                       Date______________
                                       Signature (PLEASE SIGN WITHIN BOX)
                                       ---------------------------------------


                                       ---------------------------------------
                                       NOTE: Please sign exactly as name appears
                                       on this card. All joint owners should
                                       sign. When signing as executor,
                                       administrator, attorney, trustee or
                                       guardian or as custodian for a minor,
                                       please give full title as such. If a
                                       corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partnership, sign in the
                                       partnership name.

                                                                         MFS-MFM
<PAGE>

<TABLE>
<S>                                                        <C>               <C>

           Please fold and detach card at perforation before mailing

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.     [X]
PLEASE DO NOT USE FINE POINT PENS.

                                                             FOR ALL           WITHHOLD
                                                            NOMINEES         AUTHORITY TO
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.     LISTED (EXCEPT      VOTE FOR ALL
                                                          AS MARKED TO         NOMINEES
                                                          THE CONTRARY
                                                            AT LEFT)
ITEM 1. To elect a Board of Trustees.
        NOMINEES: (01) William R. Gutow, (02)                    ( )                ( )     1.
        J. Atwood Ives, (03) Abby M. O'Neill, (04)
        Jeffrey L. Shames

INSTRUCTION: To withhold authority to vote for any
individual nominee, write the nominee's name on
the space provided below.

                                                                FOR     AGAINST     ABSTAIN

ITEM 2. To ratify the selection of DeLoitte & Touche LLP        ( )       ( )         ( )   2.
        as the independent public accountants for the current
        fiscal year.
</TABLE>

                                                                             MFM
<PAGE>

  [logo] M F S(R)                                               ------------
INVESTMENT MANAGEMENT                                           FIRST CLASS
 P.O. BOX 9131                                                  U.S. POSTAGE
HINGHAM, MA 02043-913                                               PAID
                                                                   PROXY 1
                                                                 TABULATOR
                                                                ------------
           Please fold and detach card at perforation before mailing

        THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST.

MFS MUNICIPAL INCOME TRUST                  PROXY FOR A MEETING OF SHAREHOLDERS
                                                  TO BE HELD ON OCTOBER 1, 2002

The undersigned hereby appoints James R. Bordewick, Jr., Stephen E. Cavan,
Richard M. Hisey, John W. Ballen, Kevin R. Parke and Jeffrey L. Shames and each
of them separately, proxies, with power of substitution, and hereby authorizes
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of MFS Municipal Income Trust, on Tuesday, October 1,
2002 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Trust which the undersigned would be entitled to vote if
personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.

                                              THIS PROXY CARD IS VALID ONLY
                                                  WHEN SIGNED AND DATED.

                                        Date __________________
                                        Signature (PLEASE SIGN WITHIN BOX)
                                        --------------------------------------


                                        --------------------------------------
                                        NOTE: Please sign exactly as name
                                        appears on this card. All joint owners
                                        should sign. When signing as executor,
                                        administrator, attorney, trustee or
                                        guardian or as custodian for a minor,
                                        please give full title as such. If a
                                        corporation, please sign in full
                                        corporate name and indicate the signer's
                                        office. If a partnership, sign in the
                                        partnership name.

                                                                        MFM-COM

<PAGE>

            Please fold and detach card at perforation before mailing


                                   PLEASE FILL IN BOX(ES) AS SHOWN USING       X
                                   BLACK OR BLUE INK OR NUMBER 2 PENCIL.
                                   PLEASE DO NOT USE FINE POINT PENS.
<TABLE>
<CAPTION>
<S>                                                        <C>               <C>

YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.         FOR ALL           WITHHOLD
                                                            NOMINEES         AUTHORITY TO
                                                         LISTED (EXCEPT      VOTE FOR ALL
                                                          AS MARKED TO         NOMINEES
                                                          THE CONTRARY
                                                            AT LEFT)
ITEM 1. To elect a Board of Trustees.
        NOMINEES: (01) William R. Gutow,                        ( )                ( )     1.
        (02) Abby M. O'Neill, (03) Jeffrey L. Shames

INSTRUCTION: To withhold authority to vote for any
individual nominee, write the nominee's name on
the space provided below.

- -----------------------------------------------------
<CAPTION>
<S>                                                             <C>     <C>        <C>
                                                                FOR     AGAINST     ABSTAIN

ITEM 2. To ratify the selection of DeLoitte & Touche LLP        ( )       ( )         ( )   2.
        as the independent public accountants for the current
        fiscal year.
</TABLE>
                                                                        MFM-COM

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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