SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /

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CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

MFS INTERMEDIATE INCOME TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
/X/ Item 22(a)(2)
of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule
/ / 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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MFS-Registered Trademark- INTERMEDIATE INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116

Notice of the 1996 Annual Meeting of Shareholders
To be held on October 23, 1996

The 1996 Annual Meeting of Shareholders of MFS-Registered Trademark-
Intermediate Income Trust (the "Trust") will be held at 500 Boylston Street,
Boston, Massachusetts, at 9:30 a.m. on Wednesday, October 23, 1996, for the
following purposes:

ITEM 1. To elect Marshall N. Cohan and Sir J. David Gibbons as Trustees of the
Trust;

ITEM 2. To ratify the selection of Deloitte & Touche LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending October 31, 1996; and

ITEM 3. To transact such other business as may come before the Meeting and any
adjournments thereof.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.

Only shareholders of record on August 26, 1996 will be entitled to vote at the
Annual Meeting of Shareholders.

STEPHEN E. CAVAN, Secretary and Clerk

September 6, 1996

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL EXPENSE
OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOUR CONVENIENCE.

MFS-Registered Trademark- INTERMEDIATE INCOME TRUST

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS-Registered Trademark-
Intermediate Income Trust (the "Trust") to be used at the 1996 Annual Meeting of
Shareholders (the "Meeting") to be held at 9:30 a.m. on Wednesday, October 23,
1996, at 500 Boylston Street, Boston, Massachusetts, for the purposes set forth
in the accompanying Notice. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked prior to its exercise by a signed
writing filed with the proxy tabulation agent, State Street Bank and Trust
Company, P.O. Box 592, Boston, Massachusetts 02102, or delivered at the Meeting.
On August 26, 1996, there were outstanding 151,611,601 shares of the Trust.
Shareholders of record at the close of business on August 26, 1996 will be
entitled to one vote for each share held.

The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about September 6, 1996. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 9024, Boston, MA 02205-9824, or by telephone
toll-free at (800) 637-2304.

ITEM 1--ELECTION OF TRUSTEES

Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of Marshall N.
Cohan and Sir J. David Gibbons as Trustees of the class whose term will expire
at the 1999 Annual Meeting of Shareholders (or special meeting in lieu thereof).
Messrs. Cohan and Gibbons are presently Trustees of the Trust.

The following table presents certain information regarding the Trustees of the
Trust, including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. An asterisk beside a Trustee's name indicates that he
or she is an "interested person," as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), of the Trust's investment adviser and has
been affiliated with the investment adviser for more than five years.

SHARES OF
TRUST OWNED
BENEFICIALLY
AS OF PERCENT
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AUGUST 21, OF
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING 1996(2) CLASS(3)
- ---------------------------------------------------------- ------------ --------- ----------------- ----------

A. KEITH BRODKIN*, 61, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Chief Executive Officer and Chief Investment Officer. 1990 1998 851.0 0.0005%
RICHARD B. BAILEY*, 69, Trustee; Private Investor;
Massachusetts Financial Services Company, former
Chairman and Director (prior to September 30, 1991);
Cambridge Bancorp, Director; Cambridge Trust Company,
Director. 1988 1998 163.0 0.0001%
MARSHALL N. COHAN, 69, Trustee; Private Investor. 1988 1996 0.0 0.0000%

LAWRENCE H. COHN, M.D., 59, Trustee; Brigham and Women's
Hospital, Chief of Cardiac Surgery; Harvard Medical
School, Professor of Surgery. 1993 1998 100.0 0.0001%
THE HON. SIR J. DAVID GIBBONS, KBE, 69, Trustee; Edmund
Gibbons Limited, Chief Executive Officer; The Bank of
N.T. Butterfield & Son Ltd., Chairman. 1988 1996 0.0 0.0000%
ABBY M. O'NEILL, 68, Trustee; Private Investor;
Rockefeller Financial Services, Inc. (investment
advisers), Director. 1992 1998 0.0 0.0000%
WALTER E. ROBB, III, 70, Trustee; Benchmark Advisors, Inc.
(corporate financial consultants), President and
Treasurer; Benchmark Consulting Group, Inc. (office
services), President; Landmark Funds (mutual funds),
Trustee. 1988 1997 1,166.0 0.0007%
ARNOLD D. SCOTT*, 53, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1997 269.0 0.0001%
JEFFREY L. SHAMES*, 41, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0.0 0.0000%
J. DALE SHERRATT, 57, Trustee; Insight Resources, Inc.
(acquisition planning specialists), President. 1993 1998 0.0 0.0000%
WARD SMITH, 65, Trustee; NACCO Industries (holding
company), Chairman (prior to June 1994); Sunstrand
Corporation (diversified mechanical manufacturer),
Director. 1992 1998 0.0 0.0000%
All Trustees and officers as a group 2,449.0 0.0016%
<FN>
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(1) Directorships or Trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (I.E., "public companies").
(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" under
SEC rules.
(3) Percentage of shares outstanding on August 21, 1996. All shares are held
with sole voting and investment power, except to the extent that such
powers may be shared by a family member or a trustee of a family trust.

All Trustees serve as Trustees of 36 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust except for Mr. Bailey, Mr. Scott and Mr. Shames, who each
serve as Trustees of 73 funds within the MFS complex and Mr. Brodkin, who serves
as Trustee of 82 funds within the MFS fund complex. Mr. Bailey and Mr. Brodkin
are also directors of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of
Canada (U.S.)").

MFS is a subsidiary of Sun Life of Canada (U.S.). Messrs. Brodkin, Scott and
Shames are "interested persons" of the Trust because each person is an officer
and director of MFS. Mr. Bailey is considered an "interested person" of the
Trust because he is a director of Sun Life of Canada (U.S.). Messrs. Brodkin,
Scott and Shames each owns shares of common stock of MFS.

The Trust pays each Trustee who is not an officer of the Adviser a fee of
$12,500 per year, plus $500 per meeting and $500 per committee meeting attended,
together with such Trustee's actual out-of-pocket expenses relating to
attendance at meetings. In addition, each Trustee who is not an officer of the
Adviser will be entitled to receive certain benefits pursuant to the Trust's
retirement plan. Under this plan, each such Trustee (or his or her
beneficiaries) will be entitled to receive an annual retirement or death benefit
in an amount of up to 50% of such Trustee's average annual compensation,
depending on the Trustee's length of service. Set forth below is certain
information concerning the cash compensation paid to these Trustees and benefits
accrued, and estimated benefits payable, under the retirement plan.

TRUSTEE COMPENSATION TABLE

RETIREMENT
BENEFIT TOTAL TRUSTEE
ACCRUED AS PART ESTIMATED FEES
TRUSTEE FEES OF CREDITED YEARS FROM TRUST AND
TRUSTEE FROM TRUST (1) TRUST EXPENSE (1) OF SERVICE (2) FUND COMPLEX (3)
- ----------------------------------------------------- -------------- ----------------- ------------------- ----------------

Richard B. Bailey.................................... $ 18,500 $ 4,011 10 $ 263,815
Marshall N. Cohan.................................... 19,500 8,756 14 148,624
Dr. Lawrence Cohn.................................... 18,500 2,017 18 135,874
Sir J. David Gibbons................................. 18,000 7,078 13 135,874
Abby M. O'Neill...................................... 18,000 2,975 10 129,499
Walter E. Robb, III.................................. 19,500 8,756 14 148,624
J. Dale Sherratt..................................... 19,500 2,117 20 148,624
Ward Smith........................................... 19,500 3,237 13 148,624
<FN>
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(1) For fiscal year ended October 31, 1995
(2) Based on normal retirement age of 75
(3) For calendar year 1995. All Trustees receiving compensation served as
Trustees of 36 funds within the MFS fund complex (having aggregate net
assets at December 31, 1995, of approximately $12.5 billion) except Mr.
Bailey, who served as Trustee of 73 funds within the MFS fund complex
(having aggregate net assets at December 31, 1995 of approximately $31.7
billion).

ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT (4)

AVERAGE YEARS OF SERVICE
TRUSTEE --------------------------------------------
FEES 3 5 7 10 OR MORE
- --------- --------- --------- --------- -----------

$ 16,200 $ 2,430 $ 4,050 $ 5,670 $ 8,100
17,250 2,588 4,313 6,038 8,625
18,300 2,745 4,575 6,405 9,150
19,350 2,903 4,838 6,773 9,675
20,400 3,060 5,100 7,140 10,200
21,450 3,218 5,363 7,508 10,725
<FN>
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(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.

The Board of Trustees of the Trust met 7 times during its last fiscal year. The
Board has a standing Audit Committee, composed of Messrs. Cohan, Robb, Sherratt
and Smith, which met 4 times during the Trust's last fiscal year, to review the
internal and external accounting and auditing procedures of the Trust and, among
other things, to consider the selection of independent public accountants for
the Trust, to approve all significant services proposed to be performed by its
independent public accountants and to consider the possible effect of such
services on their independence. The Board has created a standing Nominating
Committee, composed of Ms. O'Neill and Messrs. Cohan, Cohn, Gibbons, Robb,
Sherratt and Smith, who are not "interested persons" (as that term is defined in
the 1940 Act) of the Trust or the Adviser, to meet as necessary and recommend to
the Board nominees for election as Trustees of the Trust. The Nominating
Committee did not meet during the Trust's last fiscal year. The Nominating
Committee has not adopted a policy regarding shareholder recommendations as to
nominees.

Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange. Such persons are
required by SEC regulation to furnish the Trust with copies of all Section 16(a)
forms they file.

Based solely on review of the copies of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust with respect to its most recent fiscal year, or written
representations that no Forms 5 were required, the Trust believes that, during
the year ended October 31, 1995, all Section 16(a) filing requirements
applicable to trustees, directors and certain officers of the Trust and the
Adviser and greater than ten percent beneficial owners were complied with.

REQUIRED VOTE. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at the
Meeting in person or by proxy.

ITEM 2--RATIFICATION OF SELECTION OF ACCOUNTANTS

It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust, of
Deloitte & Touche LLP under Section 32(a) of the 1940 Act as independent public
accountants to certify every financial statement of the Trust required by any
law or regulation to be certified by independent public accountants and filed
with the SEC and to provide certain other tax-related services (such as tax
return preparation and assistance and consultation with respect to the
preparation of filings with the SEC) in respect of all or any part of the fiscal
year ending October 31, 1996. Deloitte & Touche LLP has no direct or material
indirect interest in the Trust.

Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives are also expected to be available to respond to
appropriate questions.

REQUIRED VOTE. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.

INVESTMENT ADVISER

The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a subsidiary
of Sun Life of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181, which is in turn a wholly owned subsidiary of Sun Life
Assurance Company of Canada, 150 King Street West, Toronto, Canada M5H1J9.

MANNER OF VOTING PROXIES

All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Cohan and Gibbons as Trustees of the Trust (if still available for
election) and ratification of the selection of Deloitte & Touche LLP as
independent public accountants.

All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the Meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as Trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.

The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.

SUBMISSION OF PROPOSALS

Proposals of shareholders which are intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 9,
1997.

ADDITIONAL INFORMATION

To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone or interview by Corporate Investor Communications, Inc.
("CIC") or its agents, as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It is
anticipated that the total cost of any such solicitations, if made by CIC or its
agents, would be approximately $11,500.00 plus out-of-pocket expenses, and if
made by any other party, would be nominal.

The expense of solicitations as well as the preparation, printing and mailing of
the enclosed form of proxy, and this Notice and Proxy Statement, will be borne
by the Trust.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

September 6, 1996 MFS INTERMEDIATE INCOME TRUST

MFS-REGISTERED TRADEMARK- INTERMEDIATE
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116

Proxy Statement

For the 1996 Annual Meeting
of Shareholders to be held on
October 23, 1996

MFS-REGISTERED TRADEMARK- INTERMEDIATE
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116

P R O X Y

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS-REGISTERED TRADEMARK- INTERMEDIATE INCOME TRUST

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 23, 1996

The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH
BRODKIN, STEPHEN E. CAVAN, and W. THOMAS LONDON, and each of them,
proxies with several powers of substitution, to vote for the undersigned
at the 1996 Annual Meeting of Shareholders of MFS INTERMEDIATE INCOME
TRUST, to be held at 500 Boylston Street, Boston, Massachusetts,
on Wednesday, October 23, 1996, notice of which meeting and the Proxy
Statement accompanying the same have been received by the undersigned, or
at any adjournment thereof, upon the following matters as described in
the Notice of Meeting and accompanying Proxy Statement.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF
TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD
WILL BE VOTED "FOR" THE NOMINEES AND "FOR" ITEM 2. THE PROXY WILL BE
VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER
MATTER.

PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

Please sign this proxy exactly as your name appears on the reverse side
of this card. Joint owners should each sign personally. Trustees and
other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a corporation,
this signature should be that of an authorized officer who should state
his or her title.

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All For Against Abstain
1.) ELECTION OF TRUSTEES. For hold Except 2.) RATIFICATION OF SELECTION OF / / / / / /
/ / / / / / ACCOUNTANTS
Nominees:

Marshall N. Cohan and Sir J. David Gibbons

IF YOU DO NOT WISH YOUR SHARES VOTED "FOR"
A PARTICULAR NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THAT
NOMINEE'S NAME. YOUR SHARES WILL BE VOTED FOR
THE REMAINING NOMINEES.

REGISTRATION

Please be sure to sign and date this Proxy. Date Mark box at right if comments or address change
have been noted on the reverse side of this card. / /

Shareholder sign here Co-owner sign here RECORD DATE SHARES: