MFS INTERMEDIATE INCOME TRUST
N-30D, 1996-01-05
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[front cover]

[MFS logo]

THE FIRST NAME IN MUTUAL FUNDS

MFS(R) Intermediate Income Trust

Annual Report
October 31, 1995

[silhouette of two men talking in front of a window]

<PAGE>

Dear Shareholders:

The past 12 months have been a good period for fixed-income markets, bringing
strong investment returns to the Trust. The Federal Reserve Board ended its
year-long string of tightening steps this past February and left interest
rates unchanged through the spring. The Federal Reserve subsequently lowered
the federal funds' target by 25 basis points (0.25%) to 5.75% on July 6,
citing the reduced threat of higher inflation. The fixed-income markets
responded positively to this, as well as to signs of economic slowdown and to
evidence that inflation pressures remain moderate. Two-year Treasury yields,
which were at 6.83% on October 31, 1994, declined to 5.61% by the end of
October 1995, while yields on 10-year Treasuries declined from 7.81% to
6.02%. The Trust, which is designed to provide investors with current income
and preservation of capital, was an active participant in this rally. The
Trust's net asset value (NAV), which stood at $7.33 on October 31, 1994,
increased to $7.83 on October 31, 1995, and the stock market price increased
from $6.125 to $6.625, representing a total return of +15.48%, based on the
NAV, and +17.08% based on market price.

The share repurchase program which the Trustees approved last year remains an
active program and one which we believe has enhanced shareholder value.

U.S. Government Sector

Moderate, but sustainable, growth appears to be the hallmark of the economic
expansion's fifth year. While initial estimates showed the U.S. economy
growing at an annual rate of 4.2% in the third quarter, this surprisingly
strong growth was mainly driven by a pickup in consumer spending and an
increase in business and government outlays. Although impressive, this growth
rate is not expected to continue in coming months. Recent retail sales have
been disappointing, in part because of rising levels of consumer debt. Growth
is not expected to get much help from the manufacturing sector, either, as
order flows from manufacturers have moderated. Export activity, meanwhile, is
also expected to remain modest as continued weakness abroad has limited
demand for many U.S. goods. However, the Federal Reserve's consistent and, so
far, successful efforts to fight inflation seem to be giving consumers and
businesses enough longer term confidence to help maintain modest growth in
real (adjusted for inflation) gross domestic product into 1996. Long-term
interest rates, meanwhile, have moved noticeably downward in recent months in
anticipation of more modest fourth-quarter growth with continued low
inflation.

The Trust's strong performance over the last 12 months was primarily a result
of its being properly positioned for a drop in U.S. interest rates. We
maintained approximately two-thirds of the Trust's assets in the U.S. sector,
and positioned these in order to benefit from opportunities for capital
appreciation as the U.S. market rallied. The average duration of the U.S.
investments is 4.3 years, approximately equivalent to that of a five-year
Treasury. The Trust has maintained a substantial position in
government-sponsored or agency securities, as we have been able to add
attractive incremental yield to the portfolio in this sector. The Trust's
exposure to the mortgage sector, however, was reduced, as assets were
reallocated to intermediate-maturity Treasuries, which outperformed during
this period.

The Trust's holdings of mortgage-backed pass-through securities consist
mostly of 30-year issues. These securities have a price sensitivity
equivalent to that of five-year Treasuries, with yield spreads which are
1.00% to 1.30% greater than comparable Treasuries (although principal value
and interest on Treasury securities are guaranteed by the U.S. Government if
held to maturity). The mortgage market has been an attractive segment
recently, given the wide yield spreads, low levels of issuance, and good call
protection, and we will likely increase exposure to this sector in the next
few months. Our ability to invest in both Treasuries and mortgage-backed
securities within a range of maturities has proven helpful in this rapidly
changing environment. The Trust will, however, continue to adhere to its
policy of avoiding any exposure to the more volatile mortgage-derivative
securities. As always, we will continue to maintain our commitment

                                                                               1
<PAGE>

to providing competitive and consistent returns over the long term.

International Sector

As we anticipated, the dollar did recover somewhat during the last six
months. The Trust's foreign currency exposure was fully hedged ahead of the
dollar's advance in order to protect the value of the Trust's foreign assets.
Following this strong rise, the hedges were reduced so the Trust could
benefit from the subsequent weaker trend of the dollar, since we believe the
dollar cannot begin a long-term rally until the United States becomes less
reliant on foreign capital to finance its investments. For next year, we
expect that the dollar's overall trend will remain downward, although slow
U.S. growth, if it continues, could lead to a cyclical improvement in our
borrowing of foreign capital, taking some of the pressure off the dollar.

The majority of our foreign-based holdings remains in Europe. The core
markets, such as Germany and the Netherlands, continue to provide solid
returns against a backdrop of slow growth, low inflation and declining
official interest rates and remain an important anchor to our foreign
holdings. Other European markets, such as Denmark, offer a combination of
higher yields with moderate growth and low inflation. The highest yielding
markets have recovered over the last six months, and the Trust has increased
both its bond and currency weightings in these markets. The first part of
next year should be supportive of fixed-income investments. Moderate to slow
growth, with commensurate declines in overall inflation rates, should lead to
further reductions in official interest rates.

In addition to these economic developments, European governments are engaged
in multi-year programs to reduce their budget deficits and debt levels. These
programs are positive for bonds because lower government spending tends to
reduce inflationary pressures and lower issuance of government debt reduces
the supply pressures on the bond market.

In the Japanese market, powerful deflationary forces have supported a drop in
yields to historically low levels. We now feel this process may be drawing to
an end, given a reversal of priorities by the Japanese central bank from
fighting inflation, which is now non-existent, to offsetting the downward
spiral of deflation. Thus, the weighting in Japan, never too large because of
the low yields, will most likely be reduced in the coming year.

The high returns of the U.S. market have been echoed in other U.S.
dollar-bloc markets. Australia, New Zealand and Canada have all contributed
to performance over the last 12 months. The Australian market currently
offers significantly higher yields than the U.S. market and, we believe,
represents good value. As long as the outlook for U.S. bonds remains
positive, these related markets should perform well.

We appreciate your support and welcome any questions or comments you may
have.

Respectfully,
/s/ A. Keith Brodkin
A. Keith Brodkin
Chairman and President

Richard O. Hawkins
/s/ Richard O. Hawkins
Portfolio Manager

Steven E. Nothern
/s/ Steven E. Nothern
Portfolio Manager

November 10, 1995

2
<PAGE>

Investment Objective and Policies

The investment objective of MFS(R) Intermediate Income Trust is to preserve
capital and provide high current income.

The Trust will attempt to achieve this objective by investing in obligations
issued or guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities and in obligations issued or guaranteed by a foreign
government or any of its political subdivisions, authorities, agencies or
instrumentalities. The Trust will maintain an average weighted portfolio
maturity of approximately seven years or less and will invest substantially
all of its assets in securities with remaining maturities less than or equal
to 10 years. Under normal market conditions, the Trust's average weighted
portfolio maturity will not be less than three years. The Trust may enter
into options and futures transactions and forward foreign currency exchange
contracts and purchase securities on a "when-issued" basis.

Number of Employees

The Trust is organized as a Massachusetts business trust and is registered
under the Investment Company Act of 1940, as amended, as a closed-end,
non-diversified, management investment company and has no employees.

             ---------------------------------------------------

In accordance with Section 23(c) of the Investment Company Act of 1940, the
Trust hereby gives notice that it may from time to time repurchase shares of
the Trust in the open market at the option of the Board of Trustees and on
such terms as the Trustees shall determine.

Performance Summary
(For the year ended October 31, 1995)

Net Asset Value Per Share
October 31, 1994                   $7.33
October 31, 1995                   $7.83
New York Stock Exchange Price
October 31, 1994                   $6.125
June 14, 1995 (high)*              $7.000
November 1, 1994 (low)*            $6.000
October 31, 1995                   $6.625

*For the period November 1, 1994 through October 31, 1995.

Federal Income Tax Information
on Distributions
(For the year ended October 31, 1995)

Tax Form Summary
In January 1996, shareholders will be mailed a Tax Form Summary reporting the
federal tax status of all distributions paid during the calendar year 1995.

*Estimated at time of report.

Number of Shareholders

As of October 31, 1995, our records indicate that there are 21,179 registered
shareholders and approximately 101,000 shareholders owning Trust shares in
"street" name, such as through brokers, banks and other financial
intermediaries.

New York Stock Exchange Symbol

The New York Stock Exchange symbol is MIN.

                                                                               3
<PAGE>

Dividend Reinvestment and Cash Purchase Plan

The Trust offers a Dividend Reinvestment and Cash Purchase Plan which allows
you to reinvest either all of the distributions or only the long-term capital
gains paid by the Trust. Unless the shares are trading at a premium
(exceeding net asset value), purchases are made at the market price.
Otherwise purchases will be made at a discounted price of either the net
asset value or 95% of the market price, whichever is greater. You can also
buy shares of the Trust. Investments from $100 to $500 can be made in January
and July on the 15th of the month or shortly thereafter.

If your shares are in the name of a brokerage firm, bank or other nominee,
you can ask the firm or nominee to participate in the Plan on your behalf. If
the nominee does not offer the Plan, you may wish to request that your shares
be re-registered in your own name so that you can participate.

There is no service charge to reinvest distributions, nor are there brokerage
charges for shares issued directly by the Trust. However, when shares are
bought on the New York Stock Exchange or otherwise on the open market, each
participant pays a pro rata share of the commissions. A service fee of $0.75
is charged for each cash purchase as well as a pro rata share of the
brokerage commissions, if any. The automatic reinvestment of distributions
does not relieve you of any income tax that may be payable (or required to be
withheld) on the distributions.

To enroll in or withdraw from the Plan or to receive a brochure providing a
complete description of the Plan, please contact the Plan agent at the
address and telephone number located on the back cover of this report. Please
have available the name of the Trust and your account and Social Security
numbers. For certain types of registrations, such as corporate accounts,
instructions must be submitted in writing. When you withdraw from the Plan,
you can receive the value of the reinvested shares in one of two ways: a
check for the value of the full and fractional shares, or a certificate for
the full shares and a check for the fractional shares.

Results of Shareholder Meeting

At the annual meeting of shareholders of MFS Intermediate Income Trust, which
was held on October 26, 1995, the following actions were taken:

Item 1. The election of A. Keith Brodkin, Richard B. Bailey, Marshall N.
Cohan, Abby M. O'Neil, J. Dale Sherratt and Ward Smith as Trustees of the
Trust.

                                      Number of Shares
Nominee                   For                    Withhold Authority
 --------------------     -----------------      ------------------
A. Keith Brodkin          140,982,419.517         5,182,701.212
Richard B. Bailey         140,825,369.993         5,339,750.736
Marshall N. Cohan         140,681,193.471         5,483,927.258
Abby M. O'Neil            140,710,273.547         5,454,847.182
J. Dale Sherratt          140,713,405.656         5,451,715.073
Ward Smith                140,712,634.385         5,452,486.344

Trustees continuing in office who were not subject to re-election at this
meeting are Lawrence H. Cohn, M.D., The Hon. Sir J. David Gibbons, Walter E.
Robb, III, Arnold D. Scott and Jeffrey L. Shames.

Item 2. The ratification of 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.

               Number of Shares
               ----------------
     For      142,436,175.114
 Against        1,195,300.652
 Abstain        2,533,644.963

4
<PAGE>

Portfolio of Investments -- October 31, 1995

Bonds -- 94.2%

<TABLE>
<CAPTION>
                                                                       Principal Amount
Issuer                                                                    (000 Omitted)       Value
<S>                                                                <C>      <C>            <C>
U.S. Bonds -- 62.0%
U.S. Federal Agencies -- 13.4%
Aid Israel, 6.625s, 2004                                                    $ 14,600       $ 14,849,806
Farm Credit Systems Financial Assistance Co., 9.375s, 2003                    19,550         23,288,938
Federal Home Loan Mortgage Corp., 9.5s, 2025                                  24,680         26,060,363
Federal National Mortgage Assn., 7.8s, 2002                                   21,000         21,488,880
Federal National Mortgage Assn., 7.9s, 2002                                   30,000         30,792,300
Federal National Mortgage Assn., 8.33s, 2005                                  20,000         21,332,000
Federal National Mortgage Assn., 8.71s, 2005                                  18,000         19,090,292
Federal National Mortgage Assn., 9s, 2008 - 2016                                  84             87,584
Private Export Funding Corp., 9.1s, 1998                                       9,000          9,672,750
                                                                                            -----------
                                                                                           $166,662,913
                                                                                            -----------
U.S. Government Guaranteed -- 48.6%
 Government National Mortgage Association -- 17.1%
GNMA, 7s, 2024 - 2025                                                       $    667       $    662,794
GNMA, 7.5s, 2022 - 2025                                                       72,722         73,676,333
GNMA, 8s, 2017 - 2025                                                         24,953         25,678,046
GNMA, 8.5s, 2001 - 2009                                                       40,129         41,921,976
GNMA, 9s, 2017 - 2025                                                         44,768         47,076,400
GNMA, 10.5s, 2020                                                             21,542         23,864,047
                                                                                            -----------
                                                                                           $212,879,596
                                                                                            -----------
 U.S. Treasury Obligations -- 31.5%
Stripped Principal Payments, 0s, 1999                                       $ 58,200       $ 48,294,942
U.S. Treasury Notes, 6.125s, 2000                                             15,000         15,185,100
U.S. Treasury Notes, 6.25s, 2003                                              56,000         56,988,960
U.S. Treasury Notes, 7.25s, 2004                                             112,000        121,187,360
U.S. Treasury Notes, 6.5s, 2005                                               20,000         20,712,400
U.S. Treasury Bonds, 13.75s, 2004                                             32,500         49,369,450
U.S. Treasury Bonds, 10.75s, 2005                                             60,800         81,472,000
                                                                                            -----------
                                                                                           $393,210,212
                                                                                            -----------
  Total U.S. Government Guaranteed                                                         $606,089,808
                                                                                            -----------
  Total U.S. Bonds                                                                         $772,752,721
                                                                                            -----------
Foreign Bonds -- 32.2%
Australia -- 4.8%
Commonwealth of Australia, 8.75s, 2001                             AUD        41,770       $ 32,247,891
Commonwealth of Australia, 9.75s, 2002                                         6,515          5,242,997
Commonwealth of Australia, 9.5s, 2003                                         28,750         22,841,423
                                                                                            -----------
                                                                                           $ 60,332,311
                                                                                            -----------
Canada -- 1.7%
Government of Canada, 8.5s, 2000                                   CAD        27,400       $ 21,477,604
                                                                                            -----------
Denmark -- 5.5%
Kingdom of Denmark, 9s, 1998                                       DKK       156,930       $ 30,722,309
Kingdom of Denmark, 6s, 1999                                                  88,000         15,814,867
Kingdom of Denmark, 9s, 2000                                                 111,520         22,112,077
                                                                                            -----------
                                                                                           $ 68,649,253
                                                                                            -----------
</TABLE>

                                                                               5
<PAGE>

Portfolio of Investments -- continued

Bonds -- continued

<TABLE>
<CAPTION>
                                                                       Principal Amount
Issuer                                                                    (000 Omitted)       Value
<S>                                                                <C>    <C>            <C>
Foreign Bonds -- continued
France -- 1.5%
Government of France, 7.75s, 2000                                  FRF         88,520    $   18,954,974
                                                                                            -----------
Germany -- 8.0%
Deutschland Republic, 8.5s, 2000                                   DEM         23,220    $   18,488,259
Deutschland Republic, 6.5s, 2003                                                5,780         4,154,670
Deutschland Republic, 6.875s, 2005                                             97,000        70,860,500
German Unity Fund, 8.5s, 2001                                                   7,740         6,176,497
                                                                                            -----------
                                                                                         $   99,679,926
                                                                                            -----------
Ireland -- 4.0%
Republic of Ireland, 8s, 2000                                      IEP         30,040    $   49,680,639
                                                                                            -----------
Italy -- 1.4%
Republic of Italy, 8.5s, 1999                                      ITL     22,270,000    $   13,093,080
Republic of Italy, 9.5s, 1999                                               6,170,000         3,667,851
                                                                                            -----------
                                                                                         $   16,760,931
                                                                                            -----------
Netherlands -- 2.2%
Dutch State Loan, 6.25s, 1998                                      NLG          5,730    $    3,762,378
Dutch State Loan, 8.25s, 2007                                                  33,240        23,669,121
                                                                                            -----------
                                                                                         $   27,431,499
                                                                                            -----------
New Zealand -- 1.7%
Government of New Zealand, 9s, 1996                                NZD         31,700    $   21,189,937
                                                                                            -----------
Spain -- 1.4%
Government of Spain, 8s, 2004                                      ESP      2,567,600    $   17,860,559
                                                                                            -----------
  Total Foreign Bonds                                                                    $  402,017,633
                                                                                            -----------
  Total Bonds (Identified Cost, $1,146,587,617)                                          $1,174,770,354
                                                                                            -----------

Repurchase Agreement -- 4.2%
Prudential, dated 10/31/95, due 11/01/95, total to be received
  $52,721,493 (secured by $56,685,000 U.S. Treasury Bills, due
  10/17/96, market value $53,850,750), at Cost                            $    52,713    $   52,713,000
                                                                                            -----------
</TABLE>

6
<PAGE>


Call Option Purchased

<TABLE>
<CAPTION>
                                                          Principal Amount
                                                              of Contracts
Description/Expiration Month/Strike Price                    (000 Omitted)        Value
<S>                                                      <C>     <C>         <C>
Japanese Bonds/December/112.062 (Premium Paid,
  $84,506)                                               JPY     774,000     $       76,626
                                                                               -----------

Put Options Purchased
German Marks/November/1.42                               DEM      31,118     $      176,064
German Marks/British Pounds/January/2.25                          40,500            268,191
                                                                               -----------
  Total Put Options Purchased (Premiums Paid, $648,944)                      $      444,255
                                                                               -----------
  Total Investments (Identified Cost, $1,200,034,067)                        $1,228,004,235
                                                                               -----------

Call Options Written
Australian Dollars/January/0.77                          AUD      13,696     $     (129,947)
Australian Dollars/January/0.77                                   18,758           (184,077)
German Marks/British Pounds/January/2.1344               DEM      38,419           (117,966)
                                                                               -----------
  Total Call Options Written (Premiums Received, $584,610)                   $     (431,990)
                                                                               -----------

Put Options Written
Australian Dollars/January/0.745                         AUD      13,236     $     (105,728)
Australian Dollars/January/0.745                                  18,149           (152,690)
German Marks/November/1.46                               DEM      31,994            (65,144)
Japanese Bonds/December/112.062                          JPY     774,000            (70,440)
                                                                               -----------
  Total Put Options Written (Premiums Received, $541,831)                    $     (394,002)
                                                                               -----------
Other Assets, Less Liabilities -- 1.6%                                       $   20,178,052
                                                                               -----------
  Net Assets -- 100.0%                                                       $1,247,356,295
                                                                               ===========
</TABLE>

Abbreviations have been used throughout this report to indicate amounts shown
in currencies other than the U.S. dollar. A list of abbreviations is shown
below.

AUD = Australian Dollars         FRF = French Francs
CAD = Canadian Dollars           IEP = Irish Punts
CHF = Swiss Francs               ITL = Italian Lire
DEM = German Marks               JPY = Japanese Yen
DKK = Danish Kroner              NLG = Dutch Guilders
ESP = Spanish Pesetas            NZD = New Zealand Dollars
FIM = Finnish Markkaa            SEK = Swedish Kronor

                      See notes to financial statements

                                                                               7
<PAGE>

Statement of Assets and Liabilities -- October 31, 1995

<TABLE>
<S>                                                                                                      <C>
Assets:
  Investments, at value (identified cost, $1,200,034,067)                                                $1,228,004,235
  Cash                                                                                                              208
  Foreign currency, at value (identified cost, $508,496)                                                        515,947
  Net receivable for closed forward foreign currency exchange contracts                                       3,478,257
  Premium receivable on options written                                                                          85,464
  Receivable for investments sold                                                                             1,032,601
  Interest receivable                                                                                        25,445,568
  Other assets                                                                                                   18,223
                                                                                                         --------------
      Total assets                                                                                        $1,258,580,503
                                                                                                         --------------
Liabilities:
  Payable to dividend disbursing agent                                                                   $      546,333
  Payable for investments purchased                                                                           1,161,309
  Payable for Treasury shares reacquired                                                                         53,240
  Written options outstanding, at value (premiums received, $1,126,441)                                         825,992
  Net payable for forward foreign currency exchange contracts purchased                                         785,523
  Net payable for forward foreign currency exchange contracts sold                                            7,092,057
  Payable to affiliates --
    Management fee                                                                                                75,868
    Transfer and dividend disbursing agent fee                                                                   28,843
  Accrued expenses and other liabilities                                                                        655,043
                                                                                                         --------------
      Total liabilities                                                                                   $   11,224,208
                                                                                                         --------------
Net assets                                                                                               $1,247,356,295
                                                                                                         ==============
Net assets consist of:
  Paid-in capital                                                                                        $1,253,786,279
  Unrealized appreciation on investments and translation of assets and liabilities in foreign
    currencies                                                                                               24,163,172
  Accumulated net realized loss on investments and foreign currency transactions                            (18,465,943)
  Accumulated distributions in excess of net investment income                                              (12,127,213)
                                                                                                         --------------
     Total                                                                                               $1,247,356,295
                                                                                                         ==============
Shares of beneficial interest outstanding                                                                   159,396,616
                                                                                                         ==============
Net asset value (net assets / shares of beneficial interest outstanding)                                     $7.83
                                                                                                         ==============
</TABLE>
                      See notes to financial statements

8
<PAGE>


Statement of Operations -- Year Ended October 31, 1995

<TABLE>
<S>                                                                         <C>
Net investment income:
 Interest income                                                            $105,396,839
                                                                              -----------
 Expenses --
  Management fee                                                            $ 10,087,739
  Trustees' compensation                                                         196,348
  Transfer and dividend disbursing agent fee                                     381,242
  Custodian fee                                                                  788,969
  Printing                                                                       124,941
  Auditing fees                                                                   78,600
  Legal fees                                                                      39,406
  Postage                                                                         13,059
  Miscellaneous                                                                1,457,066
                                                                              -----------
    Total expenses                                                          $ 13,167,370
  Fees paid indirectly                                                           (50,951)
                                                                              -----------
    Net expenses                                                            $ 13,116,419
                                                                              -----------
     Net investment income                                                  $ 92,280,420
                                                                              -----------
Realized and unrealized gain (loss) on investments:
 Realized gain (loss) (identified cost basis) --
  Investment transactions                                                   $  9,593,020
  Written option transactions                                                 (1,230,998)
  Foreign currency transactions                                              (13,339,775)
                                                                              -----------
   Net realized loss on investments and foreign currency transactions       $ (4,977,753)
                                                                              -----------
 Change in unrealized appreciation --
  Investments                                                               $ 57,909,312
  Written options                                                                208,823
  Translation of assets and liabilities in foreign currencies                  3,972,411
                                                                              -----------
   Net unrealized gain on investments                                       $ 62,090,546
                                                                              -----------
    Net realized and unrealized gain on investments and foreign currency    $ 57,112,793
                                                                              -----------
     Increase in net assets from operations                                 $149,393,213
                                                                              ===========
</TABLE>
                      See notes to financial statements

                                                                               9
<PAGE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                            Year Ended October 31,
                                                                                         ----------------------------
                                                                                             1995           1994
                                                                                          -----------   -------------
<S>                                                                                   <C>              <C>
Increase (decrease) in net assets:
From operations --
 Net investment income                                                                $   92,280,420   $   97,995,738
 Net realized loss on investments and foreign currency transactions                       (4,977,753)    (114,394,007)
 Net unrealized gain (loss) on investments and foreign currency translation               62,090,546      (38,221,909)
                                                                                            ---------     -----------
   Increase (decrease) in net assets from operations                                  $  149,393,213   $  (54,620,178)
                                                                                            ---------     -----------
Distributions declared to shareholders --
 From net investment income                                                           $  (91,816,226)  $   (6,637,524)
 In excess of net investment income                                                         --            (24,264,396)
 Tax return of capital                                                                      --            (80,325,117)
                                                                                            ---------     -----------
     Total distributions declared to shareholders                                      $  (91,816,226)  $ (111,227,037)
                                                                                            ---------     -----------
Trust share (principal) transactions --
 Cost of Treasury shares reacquired                                                   $ (221,493,668)  $  (19,471,321)
                                                                                            ---------     -----------
    Total decrease in net assets                                                       $ (163,916,681)  $ (185,318,536)
Net assets:
 At beginning of period                                                                1,411,272,976    1,596,591,512
                                                                                            ---------     -----------
 At end of period (including accumulated distributions in excess of net investment
  income of $12,127,213 and $99,662, respectively)                                    $1,247,356,295   $1,411,272,976
                                                                                            =========     ===========
</TABLE>
                      See notes to financial statements

10
<PAGE>

Financial Highlights

<TABLE>
<CAPTION>

                                                              Year Ended October 31,
                                                 -------------------------------------------------
<S>                                           <C>          <C>           <C>           <C>
Per share data (for a share outstanding          1995         1994          1993           1992
   throughout each period):                     --------     --------      --------      --------- 

Net asset value -- beginning of period        $    7.33    $    8.18     $    8.07     $    8.24
                                                --------     --------      --------      ---------
Income from investment operations # --
 Net investment income[S]                     $    0.55    $    0.51     $    0.58     $    0.66
 Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions                                     0.48        (0.78)         0.21         (0.02)
                                                --------     --------      --------      ---------
   Total from investment operations           $    1.03    $   (0.27)    $    0.79     $    0.64
                                                --------     --------      --------      ---------
Less distributions declared to shareholders --
 From net investment income                   $   (0.53)   $   (0.03)    $   (0.52)    $   (0.60)
 In excess of net investment income               --           (0.13)        --            --
 From net realized gain on investments and
  foreign currency transactions                   --           --            (0.16)        --
 From paid-in capital                             --           --            --            (0.21)
 Tax return of capital                            --           (0.42)        --            --
                                                --------     --------      --------      ---------
   Total distributions declared to
    shareholders                              $   (0.53)   $   (0.58)    $   (0.68)    $   (0.81)
                                                --------     --------      --------      ---------
Net asset value -- end of period              $    7.83    $    7.33     $    8.18     $    8.07
                                                ========     ========      ========      =========
Per share market value -- end of period       $    6.625   $    6.125    $    7.625    $    8.000
                                                ========     ========      ========      =========
Total return                                       17.08%      (12.58)%        4.14%        10.35%
Ratios (to average net assets)/
   Supplemental data[S]:
    Expenses##                                      1.02%        0.91%         0.95%          1.01%
    Net investment income                           7.13%        6.61%         7.13%          7.96%
Portfolio turnover                                   242%         213%          270%           401%
Net assets at end of period
   (000,000 omitted)                          $    1,247   $    1,411    $    1,597     $    1,615
</TABLE>

<TABLE>
<CAPTION>

<PAGE>
                                                              Year Ended October 31,
                                                 -------------------------------------------------
<S>                                           <C>          <C>           <C>           <C>
Per share data (for a share outstanding           1991         1990          1989          1988*
   throughout each period):                     --------     --------      --------      --------- 

Net asset value -- beginning of period        $    8.45    $    8.87     $    9.16     $    9.30
                                                --------     --------      --------      ---------
Income from investment operations # --
Net investment income[S].                     $    0.67    $    0.75     $    0.83     $    0.48
Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions                                     0.17        (0.12)        (0.07)        (0.10)
                                                --------     --------      --------      ---------
 Total from investment operations             $    0.84    $    0.63     $    0.76     $    0.38
                                                --------     --------      --------      ---------
Less distributions declared to
  shareholders --
From net investment income                    $   (0.62)   $   (0.63)    $   (0.92)    $   (0.39)
In excess of net investment income                --           --            --            --
From net realized gain on investments and
  foreign currency transactions                   --           --            --            --
From paid-in capital                              (0.43)       (0.42)        (0.13)        (0.13)
Tax return of capital                             --           --            --            --
                                                --------     --------      --------      ---------
 Total distributions declared to
  shareholders                                $   (1.05)   $   (1.05)    $   (1.05)    $   (0.52)
                                                --------     --------      --------      ---------
Net asset value -- end of period              $    8.24    $    8.45     $    8.87     $    9.16
                                                ========     ========      ========      =========
Per share market value -- end of period       $    8.000   $    7.625    $    8.750    $    9.375
                                                ========     ========      ========      =========
Total return                                       19.55%       (0.94)%        4.94%        (1.17)%+
Ratios (to average net assets)/
   Supplemental data[S]:
  Expenses##                                          1.00%        1.01%         1.10%         0.99%+
  Net investment income                               8.10%        8.74%         9.34%         8.39%+
Portfolio turnover                                 1,004%         554%          546%          206%
Net assets at end of period
   (000,000 omitted)                          $    1,644   $    1,695    $    1,791     $   1,837
</TABLE>

  * For the period from the commencement of investment operations, March 17,
    1988 to October 31, 1988.
 +  Annualized.
 #  Per share data for the periods subsequent to October 31, 1993 is based on
    average shares outstanding.
 ## For fiscal years ending after September 1, 1995, the Trust's expenses are
    calculated without reduction for fees paid indirectly.
[S] The investment adviser did not impose a portion of its management fee
    amounting to $0.0018 per share for the year ended October 31, 1990. If
    this fee had been incurred by the Trust, the ratio of expenses and net
    investment income to average net assets would have been 1.03% and 8.72%,
    respectively.

                      See notes to financial statements

                                                                              11
<PAGE>


Notes to Financial Statements

(1) Business and Organization

MFS Intermediate Income Trust (the Trust) is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a non-diversified, closed-end management investment company.

(2) Significant Accounting Policies

Investment Valuations -- Debt securities (other than short-term obligations
which mature in 60 days or less), including listed issues and forward
contracts, are valued on the basis of valuations furnished by dealers or by a
pricing service with consideration to factors such as institutional-size
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics and other market data,
without exclusive reliance upon exchange or over-the-counter prices.
Short-term obligations, which mature in 60 days or less, are valued at
amortized cost, which approximates market value. Non-U.S. dollar denominated
short-term obligations are valued at amortized cost as calculated in the base
currency and translated into U.S. dollars at the closing daily exchange rate.
Futures contracts, options and options on futures contracts listed on
commodities exchanges are valued at closing settlement prices.
Over-the-counter options are valued by brokers through the use of a pricing
model which takes into account closing bond valuations, implied volatility
and short-term repurchase rates. Securities for which there are no such
quotations or valuations are valued at fair value as determined in good faith
by or at the direction of the Trustees.

Repurchase Agreements -- The Trust may enter into repurchase agreements with
institutions that the Trust's investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The Trust
requires that the securities purchased in a repurchase transaction be
transferred to the custodian in a manner sufficient to enable the Trust to
obtain those securities in the event of a default under the repurchase
agreement. The Trust monitors, on a daily basis, the value of the securities
transferred to ensure that the value, including accrued interest, of the
securities under each repurchase agreement is greater than amounts owed to
the Trust under each such repurchase agreement.

Foreign Currency Translation -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investments, income and expenses are converted into U.S.
dollars based upon currency exchange rates prevailing on the respective dates
of such transactions. Gains and losses attributable to foreign currency
exchange rates on sales of securities are recorded for financial statement
purposes as net realized gains and losses on investments. Gains and losses
attributable to foreign exchange rate movements on income and expenses are
recorded for financial statement purposes as foreign currency transaction
gains and losses. That portion of both realized and unrealized gains and
losses on investments that results from fluctuations in foreign currency
exchange rates is not separately disclosed.

Written Options -- The Trust may write covered call or put options for which
premiums are received and are recorded as liabilities, and are subsequently
adjusted to the current value of the options written. Premiums received from
writing options which expire are treated as realized gains. Premiums received
from writing options which are exercised or are closed are offset against the
proceeds or amount paid on the transaction to determine the realized gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
security purchased by the Trust. The Trust, as writer of an option, may have
no control over whether the underlying securities may be sold (call) or
purchased (put) and, as a result, bears the market risk of an unfavorable
change in the price of the securities underlying the written option. In
general, written call options may serve as a partial hedge against decreases
in value in the underlying securities to the extent of the premium

12
<PAGE>

received. Written options may also be used as a part of an income producing
strategy reflecting the view of the Trust's management on the direction of
interest rates.

Forward Foreign Currency Exchange Contracts -- The Trust may enter into
forward foreign currency exchange contracts for the purchase or sale of a
specific foreign currency at a fixed price on a future date. Risks may arise
upon entering into these contracts from the potential inability of
counterparties to meet the terms of their contracts and from unanticipated
movements in the value of a foreign currency relative to the U.S. dollar. The
Trust will enter into forward contracts for hedging purposes as well as for
non-hedging purposes. For hedging purposes, the Trust may enter into
contracts to deliver or receive foreign currency it will receive from or
require for its normal investment activities. It may also use contracts in a
manner intended to protect foreign currency-denominated securities from
declines in value due to unfavorable exchange rate movements. For non-hedging
purposes, the Trust may enter into contracts with the intent of changing the
relative exposure of the Trust's portfolio of securities to different
currencies to take advantage of anticipated changes. The forward foreign
currency exchange contracts are adjusted by the daily exchange rate of the
underlying currency and any gains or losses are recorded for financial
statement purposes as unrealized until the contract settlement date.

Investment Transactions and Income -- Investment transactions are recorded on
the trade date. Interest income is recorded on the accrual basis. All premium
and original issue discount are amortized or accreted for financial statement
and tax reporting purposes as required by federal income tax regulations.
Interest payments received in additional securities are recorded on the
ex-interest date in an amount equal to the value of the security on such
date.

Fees Paid Indirectly -- The Trust's custodian bank calculates its fee based
on the Trust's average daily net assets. The fee is reduced according to a
fee arrangement, which provides for custody fees to be reduced based on a
formula developed to measure the value of cash deposited with the custodian
by the Trust. This amount is shown as a reduction of expenses on the
Statement of Operations.

Tax Matters and Distributions -- The Trust's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its net taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided. The Trust files a tax
return annually using tax accounting methods required under provisions of the
Code which may differ from generally accepted accounting principles, the
basis on which these financial statements are prepared. Accordingly, the
amount of net investment income and net realized gain reported on these
financial statements may differ from that reported on the Trust's tax return,
and consequently, the character of distributions to shareholders reported in
the financial highlights may differ from that reported to shareholders on
Form 1099-DIV. Distributions to shareholders are recorded on the ex-dividend
date.

The Trust distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings and profits are reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between
the financial statements and tax earnings and profits which result in
temporary over-distributions for financial statement purposes, are classified
as distributions in excess of net investment income or accumulated net
realized gains. During the year ended October 31, 1995, accumulated
distributions in excess of net investment income and accumulated net realized
loss on investments and foreign currency transactions were decreased by
$12,491,745 due to differences between book and tax accounting for
mortgage-backed securities and foreign currency transactions. These changes
had no effect on the net assets or net asset value per share.

                                                                              13
<PAGE>

Notes to Financial Statements -- continued

At October 31, 1995, the Trust, for federal income tax purposes, had a
capital loss carryforward of $23,027,102, which may be applied against any
net taxable realized gains of each succeeding year until the earlier of its
utilization or expiration on October 31, 2003, ($6,526,983) and October 31,
2002 ($16,500,119).

(3) Transactions with Affiliates

Investment Adviser -- The Trust has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an annual rate of 0.32%
of average daily net assets and 5.65% of investment income. The Trust pays no
compensation directly to its Trustees who are officers of the investment
adviser, or to officers of the Trust, all of whom receive remuneration for
their services to the Trust from MFS. Certain of the officers and Trustees of
the Trust are officers or directors of MFS and MFS Service Center, Inc.
(MFSC). The Trust has an unfunded defined benefit plan for all of its
independent Trustees and Mr. Bailey. Included in Trustees' compensation is a
net periodic pension expense of $45,348 for the year ended October 31, 1995.

Transfer Agent -- MFSC acts as registrar and dividend disbursing agent for
the Trust. Under an agreement with MFSC, the Trust will pay MFSC an account
maintenance fee and a dividend services fee and will reimburse MFSC for
reasonable out-of-pocket expenses. The account maintenance fee is computed as
follows:

Total Number of Accounts          Annual Account Fee
- ---------------------------      -------------------
Less than 75,000                               $9.00
75,000 and over                                $8.00

The dividend services fee is $0.75 per dividend reinvestment and $0.75 per
cash infusion.

(4) Portfolio Securities

Purchases and sales of investments, other than purchased option transactions
and short-term obligations, were as follows:

                                                   Purchases         Sales
- ----------------------------------------------     -----------   -------------
U.S. government securities                     $1,746,031,891   $2,036,744,650
                                                     =========     ===========
Investments (non-U.S. government securities)   $1,282,332,834   $1,201,190,136
                                                     =========     ===========

The cost and unrealized appreciation or depreciation in value of the
investments owned by the Trust, as computed on a federal income tax basis,
are as follows:

         Aggregate cost                        $1,200,161,834
                                                 ===========
         Gross unrealized appreciation         $   34,653,219
         Gross unrealized depreciation             (6,470,556)
                                                 -----------
          Net unrealized appreciation          $   28,182,663
                                                 ===========

14
<PAGE>

(5) Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Trust shares were as follows:

                                  Year Ended October 31,
                                  ----------------------
                                     1995         1994
- ------------------------------     ---------   ---------
Treasury shares reacquired        33,096,200   2,585,700
                                     =======     =======

In accordance with the provisions of the Trust's prospectus, 33,096,200
shares of beneficial interest were purchased by the Trust during fiscal 1995
at an average price per share of $6.68 and a weighted average discount of
11.40% per share. The Trust repurchased 2,585,700 shares of beneficial
interest during the year ended October 31, 1994 at an average price per share
of $7.530 and a weighted average discount of 10.30% per share.

(6) Quarterly Financial Information (Unaudited)

<TABLE>
<CAPTION>
                                                                    Net Realized and        Net Increase (Decrease)
                                             Net Investment      Unrealized Gain (Loss)     in Net Assets Resulting
Quarterly Period     Investment Income           Income              on Investments             from Operations
- ----------------     -------------------    ------------------   -----------------------   -----------------------
                                    Per                   Per                      Per                        Per
Fiscal 1995            Amount     Share      Amount     Share       Amount        Share        Amount        Share
- ----------------     -----------    ----    ----------    ----   ------------    -------    ------------   -------
<S>                <C>            <C>     <C>           <C>     <C>              <C>        <C>            <C>
January 31, 1995   $ 28,725,198   $0.16   $25,410,754   $0.14   $ (21,600,785)   $(0.07)    $  3,809,969    $ 0.07
April 30, 1995       26,563,252    0.15    23,068,269    0.13      50,225,758      0.33       73,294,027      0.46
July 31, 1995        26,175,083    0.16    22,848,135    0.14      17,506,205      0.13       40,354,340      0.27
October 31, 1995     23,933,306    0.16    20,953,262    0.14      10,981,615      0.09       31,934,877      0.23
                       ---------      --      --------      --      ----------     -----      ----------     -----
                   $105,396,839   $0.63   $92,280,420   $0.55   $  57,112,793    $ 0.48     $149,393,213    $ 1.03
                       =========      ==      ========      ==      ==========     =====      ==========     =====
Fiscal 1994
- ----------------
January 31, 1994   $ 24,425,057   $0.13   $21,043,965   $0.11   $  (5,223,558)   $(0.03)    $ 15,820,407    $ 0.08
April 30, 1994       28,481,160    0.15    25,180,774    0.13     (92,491,965)    (0.46)     (67,311,191)    (0.33)
July 31, 1994        29,213,793    0.15    25,768,272    0.13       3,078,915      0.01       28,847,187      0.14
October 31, 1994     29,364,352    0.15    26,002,727    0.14     (57,979,308)    (0.30)     (31,976,581)    (0.16)
                       ---------      --      --------      --      ----------     -----      ----------     -----
                   $111,484,362   $0.58   $97,995,738   $0.51   $(152,615,916)   $(0.78)    $(54,620,178)   $(0.27)
                       =========      ==      ========      ==      ==========     =====      ==========     =====
</TABLE>

(7) Line of Credit

The Trust entered into an agreement which enables it to participate with
other funds managed by MFS in an unsecured line of credit with a bank which
permits borrowings up to $350 million, collectively. Borrowings may be made
to temporarily finance the repurchase of Trust shares. Interest is charged to
each fund, based on its borrowings, at a rate equal to the bank's base rate.
In addition, a commitment fee, based on the average daily unused portion of
the line of credit, is allocated among the participating funds at the end of
each quarter. The commitment fee allocated to the Trust for the year ended
October 31, 1995 was $18,229.

(8) Financial Instruments

The Trust trades financial instruments with off-balance sheet risk in the
normal course of its investing activities in order to manage exposure to
market risks such as interest rates and foreign currency exchange rates.
These financial instruments include written options and forward foreign
currency exchange contracts.

The notional or contractual amounts of these instruments represent the
investment the Trust has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered.

                                                                              15
<PAGE>

Notes to Financial Statements -- continued

Written Option Transactions

<TABLE>
<CAPTION>
                                                               1995 Calls                               1995 Puts
                                                   ------------------------------------   --------------------------------------
                                                    Principal Amounts                       Principal Amounts
                                                       of Contracts                            of Contracts
                                                      (000 Omitted)          Premiums         (000 Omitted)           Premiums
- ----------------------------------------------     ----------------------    ----------    ----------------------   ------------
<S>                                                      <C>               <C>                <C>                   <C>
Outstanding, beginning of period--
   Australian Dollars                                      19,645          $   137,518                  --          $        --
  Options written--
   Australian Dollars                                      59,858              588,865              61,831              723,513
   British Pounds                                          21,356              368,514              19,923              368,514
   Canadian Dollars                                        30,998               65,015              78,371              330,820
   Deutsche Marks                                         563,744            3,967,627             340,052            2,200,869
   Deutsche Marks/British Pounds                           73,656              461,880                  --                   --
   Finnish Markkaa/Deutsche Marks                              --                   --              65,848               48,164
   Italian Lire/Deutsche Marks                                 --                   --          58,008,431              625,095
   Japanese Yen                                                --                   --          17,812,877            1,111,261
   Japanese Yen/Deutsche Marks                                 --                   --           7,119,247              857,342
   Spanish Pesetas/Deutsche Marks                              --                   --           1,954,583              128,092
   Swiss Francs/Deutsche Marks                             28,354              119,386                  --                   --
   U.S. Dollars                                            25,000              128,906                  --                   --
  Options terminated in closing transactions--
   Australian Dollars                                     (47,049)            (374,833)            (30,446)            (351,652)
   British Pounds                                         (21,356)            (368,514)                 --                   --
   Canadian Dollars                                       (30,998)             (65,015)            (78,371)            (330,820)
   Deutsche Marks                                        (275,278)          (1,844,199)           (161,671)          (1,207,808)
   Deutsche Marks/British Pounds                          (35,237)            (228,820)                 --                   --
   Italian Lire/Deutsche Marks                                 --                   --         (13,468,674)            (100,773)
   Japanese Yen                                                --                   --         (17,038,877)          (1,026,755)
   Japanese Yen/Deutsche Marks                                 --                   --          (7,119,247)            (857,342)
   Spanish Pesetas/Deutsche Marks                              --                   --          (1,954,583)            (128,092)
  Options exercised--
   Italian Lire/Deutsche Marks                                 --                   --         (29,932,353)            (407,010)
   Swiss Francs/Deutsche Marks                            (28,354)            (119,386)                 --                   --
   U.S. Dollars                                           (25,000)            (128,906)                 --                   --
  Options expired--
   British Pounds                                              --                   --             (19,923)            (368,514)
   Deutsche Marks                                        (288,466)          (2,123,428)           (146,387)            (907,597)
   Finnish Markkaa/Deutsche Marks                              --                   --             (65,848)             (48,164)
   Italian Lire/Deutsche Marks                                 --                   --         (14,607,404)            (117,312)
                                                   ----------------------    ----------    ----------------------   ------------
  Outstanding, end of period                               70,873          $   584,610             837,379          $   541,831
                                                   ======================    ==========    ======================   ============
Options outstanding at end of period consist of:
   Australian Dollars                                      32,454          $   351,550              31,385          $   371,861
   Deutsche Marks                                              --                   --              31,994               85,464
   Deutsche Marks/British Pounds                           38,419              233,060                  --                   --
   Japanese Yen                                                --                   --             774,000               84,506
                                                   ----------------------    ----------    ----------------------   ------------
  Outstanding, end of period                               70,873          $   584,610             837,379          $   541,831
                                                   ======================    ==========    ======================   ============
</TABLE>

At October 31, 1995, the Trust had sufficient cash and/or securities at least
equal to the value of the written options.

16
<PAGE>

Forward Foreign Currency Exchange Contracts

<TABLE>
<CAPTION>
                                                                                                       Net Unrealized
                                              Contracts to          In Exchange    Contracts at         Appreciation
              Settlement Date                Deliver/Receive            for            Value           (Depreciation)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                        <C>  <C>                <C>             <C>                  <C>
Sales           12/07/95                   AUD       45,062,469    $ 33,633,500    $ 34,236,932         $  (603,432)
                11/09/95 - 11/30/95        CAD       63,353,709      46,972,167      47,134,614            (162,447)
                12/15/95                   CHF       15,737,622      13,979,678      13,931,069              48,609
                11/20/95 - 12/18/95        DEM      613,414,235     428,988,057     436,340,627          (7,352,570)
                11/09/95                   DKK      416,219,718      74,897,380      76,208,165          (1,310,785)
                12/07/95                   ESP    2,710,103,175      21,348,641      22,146,963            (798,322)
                12/15/95                   FIM       39,140,273       8,897,539       9,230,842            (333,303)
                11/17/95 - 4/12/96         FRF      186,506,280      37,446,085      38,149,281            (703,196)
                11/06/95 - 12/06/95        IEP       61,686,342     100,339,143      99,941,003             398,140
                12/07/95                   ITL  110,761,061,504      68,527,965      69,336,425            (808,460)
                12/07/95                   JPY    5,989,367,985      64,061,830      58,911,424           5,150,406
                11/24/95                   NLG       43,670,636      27,595,804      27,710,285            (114,481)
                11/15/95                   NZD       57,171,698      37,505,602      37,714,569            (208,967)
                12/14/95                   SEK       60,889,853       8,859,592       9,152,841            (293,249)
                                                                      ----------      ----------      -------------------
                                                                   $973,052,983    $980,145,040         $(7,092,057)
                                                                      ==========      ==========      ===================
Purchases       11/27/95                   AUD       27,406,625    $ 20,185,924    $ 20,832,022         $   646,098
                11/09/95 - 11/30/95        CAD       42,483,746      31,491,670      31,607,269             115,599
                12/14/95                   CHF       28,628,250      25,016,384      25,339,007             322,623
                11/07/95 - 4/12/96         DEM      477,910,304     336,747,161     340,143,770           3,396,609
                12/14/95                   FIM       38,223,849       8,905,961       9,014,560             108,599
                11/06/95                   IEP       30,843,171      49,842,564      49,962,081             119,517
                12/07/95 - 1/31/96         ITL  115,264,626,606      71,076,337      72,109,526           1,033,189
                11/27/95 - 2/23/96         JPY    7,409,783,599      81,939,442      73,147,044          (8,792,398)
                11/15/95 - 12/20/95        NZD       59,108,321      38,329,042      38,979,324             650,282
                12/15/95                   SEK      389,597,601      56,944,888      58,559,247           1,614,359
                                                                     ----------      ----------           ----------
                                                                   $720,479,373    $719,693,850         $  (785,523)
                                                                      ==========      ==========      ===================
</TABLE>

Forward foreign currency purchases and sales under master netting
arrangements and closed forward foreign currency exchange contracts excluded
above amounted to a net receivable of $3,478,257 at October 31, 1995.

At October 31, 1995, the Trust had sufficient cash and/or securities to cover
any commitments under these contracts.

                                                                              17
<PAGE>

Independent Auditors' Report

To the Trustees and Shareholders of MFS Intermediate Income Trust:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of MFS Intermediate Income Trust as
of October 31, 1995, the related statement of operations for the year then
ended, the statement of changes in net assets for the years ended October 31,
1995 and 1994, and the financial highlights for each of the years in the
eight-year period ended October 31, 1995. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of the
securities owned at October 31, 1995 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of MFS Intermediate
Income Trust at October 31, 1995, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP



Boston, Massachusetts
December 4, 1995

18
<PAGE>

<PAGE>

[back cover]

MFS(R) Intermediate Income Trust

Trustees
A. Keith Brodkin*
Chairman and President

Richard B. Bailey*(2)
Private Investor; Former Chairman and
Director (until 1991), Massachusetts
Financial Services Company; Director,
Cambridge Bancorp; Director,
Cambridge Trust Company

Marshall N. Cohan(1)
Private Investor

Lawrence H. Cohn, M.D.(2)
Chief of Cardiac Surgery,
Brigham and Women's Hospital;
Professor of Surgery, Harvard
Medical School

The Hon. Sir J. David
Gibbons, KBE(2)
Chief Executive Officer,
Edmund Gibbons Ltd.;
Chairman, Bank of N.T.
Butterfield & Son Ltd.

Abby M. O'Neill(2)
Private Investor; Director,
Rockefeller Financial Services, Inc.
(investment adviser)

Walter E. Robb, III(1)
President and Treasurer,
Benchmark Advisors, Inc.
(corporate financial consultants);
President, Benchmark Consulting
Group, Inc. (office services);
Trustee, Landmark Funds
(mutual funds)

Arnold D. Scott*
Senior Executive Vice President,
Director and Secretary,
Massachusetts Financial
Services Company

Jeffrey L. Shames*
President and Director,
Massachusetts Financial
Services Company

J. Dale Sherratt(1)
President, Insight Resources, Inc.
(acquisition planning specialists)

Ward Smith(1)
Former Chairman (until 1994),
NACCO Industries;
Director, Sundstrand Corporation

  *Affiliated with the Investment Adviser
(1)Member of Audit Committee
(2)Member of Portfolio Trading Committee            MINCE-2 12/95 125M

Portfolio Managers
Richard O. Hawkins*
Steven E. Nothern*

Treasurer
W. Thomas London*

Assistant Treasurer
James O. Yost*

Secretary
Stephen E. Cavan*

Assistant Secretary
James R. Bordewick, Jr.*

Transfer Agent,
Registrar and Dividend
Disbursing Agent
MFS Service Center, Inc.
P.O. Box 9024
Boston, MA 02205-9824
1-800-637-2304

Custodian
State Street Bank and
Trust Company

Independent Auditors
Deloitte & Touche LLP

Investment Adviser
Massachusetts Financial
Services Company
500 Boylston Street
Boston, MA 02116-3741
<PAGE>

APPENDIX

MFS Intermediate Income Trust

Front cover
[A photo of two people talking.]




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