MFS INTERMEDIATE INCOME TRUST — Director's Dealing 2008

Sep 8, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MFS INTERMEDIATE INCOME TRUST (MIN)
CIK: 0000826735
Period of Report: 2008-08-22

Reporting Person: Karpus Management, Inc. (10% Owner)
Reporting Person: KARPUS GEORGE W (President of KIM)

Holdings (Non-Derivative)

Security	Shares	Ownership
MFS Intermediate Income Trust ("MIN")	724200	Indirect
MFS Intermediate Income Trust ("MIN")	7850	Direct

Footnotes

F1: Karpus Management Inc., d/b/a Karpus Investment Management ("KIM") is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3). KIM does not own or have a direct pecuniary interest in any MIN shares. Instead, MIN shares are owned by KIM's clients in separate customer accounts (the "Accounts") managed by KIM in the ordinary course of KIM's business under limited powers of attorney. All funds that have been utilized in purchasing MIN shares are from such Accounts. By reason of a contractual relationship with one of KIM's clients regarding the contingent payment of certain performance related fees, KIM may be deemed to have an indirect pecuniary interest in some or all of the 724,200 MIN shares owned by the client pursuant to SEC Rule 16a-1(2)(ii)(C).

F2: George W. Karpus, the President of KIM, owns 7,850 MIN shares.