SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 23C-2 NOTICE OF INTENTION TO REDEEM SECURITIES
of
MFS Municipal Income Trust
500 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-954-5000
Susan S. Newton, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
under the
Investment Company Act of 1940
Investment Company Act File No. 811- 4841
_____________
The undersigned registered closed-end investment company hereby notifies the
Securities and Exchange Commission that it intends to redeem securities of which
it is the issuer, as set forth below in accordance with the requirements of Rule
23c-2 under the Investment Company Act of 1940. Such redemption remains subject
to the issuance of a formal notice of redemption, which will contain the
definitive terms and timetable of redemption.
1. Title of the class of securities of MFS Municipal Income Trust (the "Fund")
to be redeemed:
Municipal Auction Rate Cumulative Preferred Shares, liquidation
preference $25,000 per share, as identified by series and CUSIP in Appendix A
hereto (the "Shares").
2. The date on which the securities are to be called or redeemed:
See Appendix A for the dates on which Shares of each series are to be redeemed
(the "Redemption Date").
3. The applicable provisions of the governing instrument pursuant to which the
securities are to be called or redeemed:
The Shares are to be redeemed pursuant to section 11 of Part I of the Fund's
Statement dated December 4, 2000 Creating Two Series of Municipal Auction Rate
Cumulative Preferred Shares, as amended.
4. The principal amount or number of shares and the basis upon which the
securities to be redeemed are to be selected:
See Appendix A for information concerning the number of Shares of each series
and the aggregate principal amount of Shares of each series intended to be
redeemed. The Depository Trust Company (DTC), holder of record of the Shares,
determines by lottery how the redemption will be allocated among each
participant broker-dealer account that holds Shares and each participant
broker-dealer determines how to allocate each redemption among the holders of
the Shares held by it.
________________________________________________________________________________
SIGNATURE
Pursuant to the requirement of Rule 23c-2 of the Investment Company Act of 1940,
the registrant has duly caused this Notice of Intention to Redeem Securities to
be signed on its behalf by the undersigned on this 29th day of August, 2008.
MFS MUNICIPAL INCOME TRUST
By: /s/ SUSAN S. NEWTON
-----------------------------
Name: SUSAN S. NEWTON
Title: ASSISTANT SECRETARY AND
ASSISTANT CLERK
________________________________________________________________________________
Appendix A
Total Shares Aggregate Principal
Series CUSIP Redemption Date to be Redeemed Amount to be Redeemed
T 552738205 9/29/08 525 $ 13,125,000
TH 552738304 10/1/08 525 $ 13,125,000