<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>b77.txt
<TEXT>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of MFS Municipal Income Trust:


In  planning  and  performing  our  audits of the  financial  statements  of MFS
Municipal  Income Trust (the  "Trust")  for the year ended  October 31, 2004 (on
which we have issued our report dated  December 20,  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, and not to provide assurance on the Trust's internal control.


The  management of the 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 of America.  Those  controls  include the  safeguarding  of
assets against unauthorized acquisition, use or disposition.

Because of inherent  limitations in any internal  control,  misstatements due to
error  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
the internal control may become  inadequate  because of changes in conditions or
that the degree of compliance with policies or procedures deteriorates.


Our consideration of the Trust's internal control would not necessarily disclose
all  matters  in  internal  control  that  might be  material  weaknesses  under
standards  established by 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 the Trust's internal control and its operation, including controls for
safeguarding  securities,  that we consider to be material weaknesses as defined
above as of October 31, 2004.


This report is intended solely for the  information  and use of management,  the
Board of Trustees  and  shareholders  of MFS  Municipal  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.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 20, 2004

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</DOCUMENT>
