UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 4, 2008

                          MFS Intermediate Income Trust
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               (Exact Name of Registrant as Specified in Charter)

   Massachusetts                     811-5440                     04-3000636
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(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
     Incorporation)                                          Identification No.)

500 Boylston Street, Boston, Massachusetts                   02116
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(Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (617) 954-5000

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         (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

  |_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

  |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

  |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing

     On November 4, 2008, MFS  Intermediate  Income Trust (the "Trust") issued a
press release  announcing  that on November 4, 2008, the New York Stock Exchange
deemed the Fund non-compliant with the Exchange's  corporate  governance listing
standards  as a  result  of a  failure  to  hold  its  2008  annual  meeting  of
shareholders to elect Trustees.  The Fund strongly disagrees with the Exchange's
determination that the Fund failed to hold its Annual Meeting.  The full text of
the press release  issued in connection  with the  announcement  is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.

     The  information  in this Form 8-K  (including  Exhibit  99.1) shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934, as amended (the "Exchange  Act"), or otherwise  subject to the liabilities
of that section,  nor shall it be deemed incorporated by reference in any filing
under the  Securities  Act of 1933, as amended,  or the Exchange Act,  except as
expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

     (d)    Exhibits

            The following exhibit relating to Item 8.01 shall be deemed to be
furnished, and not filed:

            99.1  Press release issued by the Registrant on November 4, 2008





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                        MFS INTERMEDIATE INCOME TRUST
Date:  November 4, 2008                 By: SUSAN S. NEWTON
                                            ---------------
                                            Susan S. Newton
                                            Assistant Secretary





                                  EXHIBIT INDEX

Exhibit No.          Description
99.1                 Press release issued by the Registrant on November 4, 2008