<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>q771a.txt
<TEXT>
                                                          SUB-ITEM 77Q1(a)(1)

The Amended and Restated  By-Laws for the MFS  Government  Markets  Income Trust
dated  January  1,  2002,  as  revised   January  15,  2004,  are  contained  in
Post-Effective  Amendment  No. 21 to the  Registration  Statement for MFS Series
Trust XI (File Nos.  33-68310 and  811-7992),  as filed with the  Securities and
Exchange Commission via EDGAR, under Rule 485 under the Securities At of 1933 on
January 28, 2004. Such document is incorporated herein by reference.

</TEXT>
</DOCUMENT>
