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INVESTMENT MANAGEMENT

[graphic omitted]

MFS(R) INTERMEDIATE
INCOME TRUST

ANNUAL REPORT o OCTOBER 31, 2001

TABLE OF CONTENTS

Letter from the Chairman ..................................................  1
Management Review and Outlook .............................................  4
Performance Summary .......................................................  8
Results of Shareholder Meeting ............................................ 10
Portfolio of Investments .................................................. 12
Financial Statements ...................................................... 16
Notes to Financial Statements ............................................. 20
Independent Auditors' Report .............................................. 28
Trustees and Officers ..................................................... 30

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MFS(R) PRIVACY POLICY
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At MFS(R), we are committed to protecting your privacy.

On behalf of the MFS Family of Funds(R), the MFS(R) Institutional Trusts, the
Vertex(SM) Funds, Massachusetts Financial Services Company, and certain
affiliates(1) (collectively, "MFS," "we," "us" or "our"), this privacy policy
outlines certain of our policies designed to maintain the privacy of your
nonpublic personal information.

Nonpublic personal information includes much of the information you provide to
us and the related information about you and your transactions involving your
MFS investment product or service. Examples of nonpublic personal information
include the information you provide on new account applications for MFS
investment products or services, your share balance or transactional history,
and the fact that you are a customer of MFS.

We may collect nonpublic personal information about you from the following
sources:

  o information we receive from you on applications or other forms

  o information about your transactions with us, our affiliates, or others, and

  o information we receive from a consumer reporting agency

We do not disclose any nonpublic personal information about our customers or
former customers to anyone except as permitted by law. We may disclose all of
the information we collect, as described above, to companies that perform
marketing services on our behalf or to other financial institutions with whom
we have joint marketing arrangements.

We restrict access to nonpublic personal information about you to personnel
who are necessary or appropriate to provide products or services to you. We
maintain physical, electronic, and procedural safeguards that comply with
federal regulations to guard your nonpublic personal information.

Our privacy policy applies only to individual MFS investors who have a direct
relationship with us. If you own MFS products or receive MFS investment
services in the name of a third-party broker-dealer, bank, investment adviser
or other financial service provider, that third-party's privacy policies may
apply to you and our privacy policy may not.

If you have any questions with respect to MFS' privacy policy, please call
1-800-225-2606 any business day between 8 a.m. and 8 p.m. Eastern time.

(1) MFS Institutional Advisors, Inc., Vertex Investment Management, Inc., MFS
    Original Research Advisors, LLC, MFS Original Research Partners, LLC, and
    MFS(R) Heritage Trust Company(SM).

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NOT FDIC INSURED                MAY LOSE VALUE                NO BANK GUARANTEE
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LETTER FROM THE CHAIRMAN

[Photo of Jeffrey L. Shames]
    Jeffrey L. Shames

Dear Shareholders,
As I write this letter, it's been just over two months since the events of
September 11, among the most tragic events ever to occur on U.S. soil. The
human dimensions of September 11 have rightfully overshadowed all else, but
the terrorist attacks were also unprecedented in terms of a market event.

POTENTIAL RECOVERY PUSHED OUT
Prior to September 11, we felt that the market was approaching bottom and
might be on a slow, uneven, but upward trend toward recovery. On September 11
political uncertainty was added to the issues buffeting the economy, and the
market subsequently hit new lows. Due largely to a decrease in air travel and
the ripple effects in a large number of industries, companies announced a huge
number of employee layoffs in the weeks following the attacks.

On October 31, the U.S. Commerce Department announced that gross domestic
product (GDP) declined 0.4% in the third quarter, the first drop in GDP since
1993. With most economists expecting GDP growth to be negative in the fourth
quarter as well, this announcement virtually assured that the economy has
entered a recession. (A recession is generally defined as two or more
consecutive quarters of declining GDP growth.)

We think the implication for investors is that the current economic downturn
may last longer than we had previously expected, with a potential recovery
pushed out farther into the future. However, it is important to note that the
equity market had experienced a significant downturn prior to September 11,
with many stocks already factoring in a slow growth environment.

ENCOURAGING SIGNS AMID A DOWNTURN
We do, however, have a strong belief that the U.S. economy and economies
around the globe will indeed recover over time and perhaps emerge even
stronger. In our view, the U.S. economy is already demonstrating a tremendous
resiliency. After an initial slide when the market reopened after September
11, we witnessed a market rally that seemed amazing in light of the
enormity of the tragedy: as of November 14, the Dow Jones Industrial Average
is up 19%, the Standard & Poor's 500 Stock Index is up 18%, and the NASDAQ
Composite Index is up 34%, compared to their post-September 11 lows. And all
three indices are above their September 10 levels.(1)

Consumer spending, which accounts for about two-thirds of GDP, is certainly
down and may remain so for a while. However, it does appear to be recovering
slowly from the sharp drop we experienced immediately after September 11. In
fact, a Commerce Department report released on November 13 reported that
retail and food services sales jumped 7.1% in October, far exceeding
economists' projections of a 2% increase over September sales.(2)

Prior to September 11, corporations were responding to the economic slowdown
by trimming capacity, expenses, and payrolls, and the attacks accelerated that
trend. Our experience in previous downturns has been that this type of
environment, although painful in the short term, allows the best firms in
various industries to emerge leaner and stronger, setting the stage for a
healthier economy. A recent example is the economic slowdown of 1990 - 1991, a
period that included the Gulf War. Corporate earnings fell, and the markets
witnessed a large selloff; yet a short time later we began a nearly decade-
long climb to all-time highs in both earnings and stock prices.

GOVERNMENT IS DOING ITS PART
Also encouraging is the urgency with which the U.S. government has stepped in
to bolster the economy. As of November 14, the Federal Reserve Board (the Fed)
has cut interest rates three times since the attacks, bringing rates to their
lowest level in four decades. By decreasing the cost of borrowing money, rate
cuts encourage buying by both corporations and consumers. Rate cuts also make
interest rates on money market funds and certificates of deposit less
attractive. This may stimulate investors to move money off the sidelines and
into potentially higher-yielding investments -- such as corporate bonds and
stocks -- that may do more to drive the economy.

President Bush and Congress also seem determined to help bolster the economy,
and as of mid-November, several economic stimulus packages appear to be
working their way through the legislative process.

INVESTING IN UNCERTAIN TIMES
The events of September 11 have not changed what we do on a day-to-day basis.
Our investment approach is still based on our own in-depth, fundamental
research into companies and other issuers of securities. We remain bottom-up
investors, building our portfolios one stock or bond at a time. In equity
investing, we continue to believe that, over the long term, stock prices
follow earnings. We also remain convinced that valuation, or a stock's price
in relation to factors such as earnings and cash flow, is important. In our
view, a good company selling at an overly high price is not a good stock.

If anything, we think our investment approach is more valid than ever in the
current environment. Although September 11 changed the near-term outlook for
many companies, our experience has been that companies we believed were good
investments before that date are still, for the most part, good investments.
By lowering valuations somewhat indiscriminately across the market, the post-
attack downturn made some stocks even more attractive. From a long-term
valuation standpoint, one could argue that it may be less risky to be in the
market today than it has been in a long time.

At the present time, we see economic markets in the midst of tremendous short-
term uncertainty. But we also see the seeds of economic recovery beginning to
take root, and we believe that our fundamental, bottom-up investment process
continues to benefit long-term investors. For further guidance in these
difficult times, we believe it is critical for you to consult with your
investment professional. As always, we appreciate your confidence in MFS and
welcome any questions or comments you may have.

    Respectfully,

/s/ Jeffrey L. Shames

    Jeffrey L. Shames
    Chairman and Chief Executive Officer
    MFS Investment Management(R)

    November 14, 2001

The opinions expressed in this letter are those of MFS, and no forecasts can
be guaranteed. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

It is not possible to invest directly in an index.

(1) Source: Lipper Inc. and MFS research. The Dow Jones Industrial Average
    (DJIA) is a price-weighted average of 30 blue-chip stocks that are
    generally the leaders in their industry. The NASDAQ Composite Index is an
    unmanaged, market-weighted index of all over-the-counter common stocks
    traded on the National Association of Securities Dealers Automated
    Quotation system. The Standard & Poor's 500 Stock Index is an unmanaged but
    commonly used measure of common stock total return performance.
(2) Source: The Wall Street Journal Online, November 14, 2001.


MANAGEMENT REVIEW AND OUTLOOK

Dear Shareholders,
For the 12 months ended October 31, 2001, the trust provided a total return of
16.93% based on its beginning and ending stock market prices and assuming the
reinvestment of any distributions paid during the period. The trust's total
return based on its net asset value (NAV) was 14.55%. This return compares to
returns of 14.77% and 10.38%, respectively, for the trust's benchmarks, the
Salomon Brothers Medium Term (1- to 10-year) Treasury Government Sponsored
Index (the Salomon Index), and the J.P. Morgan Non-Dollar Government Bond
Index (the Morgan Index). The Salomon Index is an unmanaged index, which
includes bonds issued by the U.S. government or by government agencies with a
maturity range greater than or equal to one year and less than 10 years. The
Morgan Index is an unmanaged aggregate of actively traded government bonds
issued from 12 countries (excluding the United States) with remaining
maturities of at least one year.

The defining characteristic of the 12-month period was the gradual
deceleration of the U.S. economy. The Federal Reserve Board (the Fed) became
more aggressive in trying to support economic growth in 2001, by cutting
short-term interest rates from 6.5% at the beginning of the year to 2.5% at
the end of the period. Although businesses, particularly on the manufacturing
side, were beginning to stabilize over the summer, we believe the events of
September 11 will serve to further weaken consumer confidence and prolong an
economic slowdown.

During the period, these sharp declines in short-term interest rates caused
the yield curve -- a representation of the difference between short- and long-
term rates -- to steepen. To take advantage of this environment earlier in the
year, we diversified the portfolio by exposing it to more bonds with
maturities in the one- to three-year range. We think negative economic factors
will force the Fed to keep interest rates lower for a period of time and,
therefore, the entire U.S. curve, in our opinion, is expected to go lower than
present levels, with longer maturities benefiting the most. In our opinion,
this means intermediate-maturity Treasuries (three- to seven-year securities)
are poised to outperform. We have positioned the portfolio accordingly by
reducing our short-term exposure in favor of intermediate-term bonds, the
hallmark of the trust.

In this environment, we feel the market has had a bias toward high-quality
bonds, so overall we increased our government holdings, U.S. Treasuries in
particular. In our opinion, this sector could perform well, given the economic
environment, low inflation, and aggressive Fed easing. We do
not anticipate increasing mortgaged-backed securities since we see them as
less attractive, given expected increases in refinancings and their more
defensive nature.

Abroad, we have also seen signs of economic deceleration with a sharp decline
in Asian regions and moderating of growth in Europe. This could be positive
for bonds in those countries. Although we have increased our international
exposure because of good opportunities and in order to diversify the
portfolio, we invest overseas only if we feel these holdings could outperform
domestic bonds. We have invested mainly in bonds offered by the dollar-block
countries, including the United States, Australia, New Zealand, and Canada.
Due to their more stable economies, these holdings contributed positively to
performance in 2001. In addition, we have also invested a small portion of the
portfolio in Europe, particularly Germany, since we felt there are
opportunities for strong performance. We continued to stay away from investing
in Japan because, with its continued recession and deflation, we believed it
offered low yields and would not have provided sufficient income opportunity.

Our modest emerging markets debt holdings have delivered strong returns and
good diversification. We have focused on countries with stable or improving
fundamentals and limited financing needs. Importantly, by avoiding exposure in
Argentina (and Brazil) during the recent deterioration in Argentine
creditworthiness, we have steered clear of the only blemish on the asset
class' overall impressive performance this year. Our positions in Russia,
Bulgaria, Korea bank sub-debt, Peru and Panama have delivered substantially
positive returns. While the asset class has demonstrated a healthy and
encouraging decoupling from negative events in Argentina, we have maintained a
cautious approach to country selection in our emerging market debt allocations
in MIN.

We believe the economic recovery will take longer than initially anticipated
and, given this, that inflation will remain low. An economic recovery would
suggest a change in our interest-rate outlook, and we could expect to make
portfolio changes accordingly.

    Respectfully,

/s/ Stephen C. Bryant                  /s/ Steven E. Nothern

    Portfolio Manager                      Portfolio Manager

The opinions expressed in this report are those of MFS and are current only
through the end of the period of the report as stated on the cover. These
views are subject to change at any time based on market and other conditions,
and no forecasts can be guaranteed.

It is not possible to invest directly in an index.

The portfolio is actively managed, and current holdings may be different.


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   PORTFOLIO MANAGERS' PROFILES
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   STEPHEN C. BRYANT IS SENIOR VICE PRESIDENT OF MFS INVESTMENT
   MANAGEMENT(R) (MFS(R)) AND PORTFOLIO MANAGER OF OUR GLOBAL FIXED-INCOME
   INSTITUTIONAL PRODUCTS AND THE GLOBAL GOVERNMENTS PORTFOLIOS OF OUR
   MUTUAL FUNDS, VARIABLE ANNUITY PRODUCTS, AND CLOSED-END FUNDS. HE JOINED
   MFS IN 1987 AS ASSISTANT VICE PRESIDENT. HE WAS NAMED VICE PRESIDENT IN
   1989, PORTFOLIO MANAGER IN 1992, AND SENIOR VICE PRESIDENT IN 1993.
   STEVE IS A GRADUATE OF WESLEYAN UNIVERSITY.

   STEVEN E. NOTHERN, CFA, IS SENIOR VICE PRESIDENT OF MFS INVESTMENT
   MANAGEMENT(R) (MFS(R)). HE IS PORTFOLIO MANAGER OF THE GOVERNMENT
   SECURITIES PORTFOLIOS OF OUR MUTUAL FUNDS, VARIABLE ANNUITIES, OFFSHORE
   INVESTMENT PRODUCTS, AND CLOSED-END FUNDS. STEVE JOINED MFS IN 1986 IN
   THE FIXED INCOME DEPARTMENT AND WAS NAMED VICE PRESIDENT IN 1989,
   PORTFOLIO MANAGER IN 1991, AND SENIOR VICE PRESIDENT IN 1993. HE IS A
   GRADUATE OF MIDDLEBURY COLLEGE AND HOLDS A MASTER OF BUSINESS
   ADMINISTRATION DEGREE FROM BOSTON UNIVERSITY. HE HOLDS THE CHARTERED
   FINANCIAL ANALYST (CFA) DESIGNATION AND IS A MEMBER OF THE BOSTON
   SECURITY ANALYSTS SOCIETY, INC.

   ALL PORTFOLIO MANAGERS AT MFS ARE SUPPORTED BY AN INVESTMENT STAFF OF
   OVER 160 PROFESSIONALS UTILIZING MFS ORIGINAL RESEARCH(R), A GLOBAL,
   SECURITY-ORIENTED, BOTTOM-UP PROCESS OF SELECTING SECURITIES.

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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.


OBJECTIVE: To preserve capital and provide high current income.

NEW YORK STOCK EXCHANGE SYMBOL: MIN

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   PERFORMANCE SUMMARY
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   (For the year ended October 31, 2001)

   NET ASSET VALUE PER SHARE
   October 31, 2000                                                 $7.06
   October 31, 2001                                                 $7.54

   NEW YORK STOCK EXCHANGE PRICE
   October 29, 2000                                                 $6.375
   October 2, 2001 (high)*                                          $7.00
   November 21, 2000 (low)*                                         $6.3125
   October 31, 2001                                                 $6.95

   *For the period November 1, 2000, through October 31, 2001

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RISK CONSIDERATIONS

Investments in foreign securities may be unfavorably affected by interest rate
and currency-exchange-rate changes as well as by market, economic, and
political conditions of the countries where investments are made. There may be
greater returns but also greater risk than with U.S. investments.

The portfolio may invest in derivative securities, which may include futures
and options. These types of instruments can increase price fluctuation.

As a nondiversified portfolio, the portfolio invests in a limited number of
companies and may have more risk because a change in one security's value may
have a more significant effect on the portfolio's net asset value. An
investment in the portfolio is not a complete investment program.

Government guarantees apply to the underlying securities only and not to the
prices and yields of the portfolio.

These risks may increase share price volatility. See the prospectus for
details.


NUMBER OF SHAREHOLDERS

As of October 31, 2001, our records indicate that there are 10,108 registered
shareholders and approximately 61,700 shareholders owning trust shares in
"street" name, such as through brokers, banks, and other financial
intermediaries.

If you are a "street" name shareholder and wish to directly receive our reports,
which contain important information about the trust, please write or call:

        State Street Bank and Trust Company
        P.O. Box 8200
        Boston, MA 02266-8200
        1-800-637-2304

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

MFS offers a Dividend Reinvestment and Cash Purchase Plan that allows you to
reinvest either all of the distributions paid by the trust or only the long-
term capital gains. Purchases are made at the market price unless that price
exceeds the net asset value (the shares are trading at a premium). If the
shares are trading at a premium, purchases will be made at a discounted price
of either the net asset value or 95% of the market price, whichever is
greater. Twice each year you can also buy shares. Investments from $100 to
$2,500 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.  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 if you have any questions, call
1-800-637-2304 any business day from 8 a.m. to 8 p.m. Eastern time. 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. Please call for additional details.
When you withdraw, 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 MEETINGS (Unaudited)

At the annual meeting of shareholders of MFS Intermediate Income Trust, which
was held on October 31, 2001, the following actions were taken:

ITEM 1. Trustees of the trust were elected as follows:

                                                     NUMBER OF SHARES
                                                      ------------------------
NOMINEE                                                 FOR           WITHHOLD
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Jeffrey L. Shames                           189,086,297.426      1,342,563.658
John W. Ballen                              189,112,945.426      1,315,915.658
Lawrence H. Cohn                            189,019,517.339      1,409,343.745
J. David Gibbons, KBE                       188,943,799.362      1,485,061.722
William R. Gutow                            189,093,452.861      1,335,408.223
J. Atwood Ives                              189,077,938.078      1,350,923.006
Abby M. O'Neill                             188,961,344.534      1,467,516.550
Lawrence T. Perera                          189,081,494.762      1,347,366.322
William J. Poorvu                           189,051,921.078      1,376,940.006
Arnold D. Scott                             189,117,969.397      1,310,891.687
Dale Sherratt                               189,127,360.397      1,301,500.687
Elaine R. Smith                             189,058,078.535      1,370,782.549
Ward Smith                                  188,993,933.907      1,434,927.177

ITEM 2. The authorization of the Trustees to adopt an Amended and Restated
        Declaration of Trust.

                                     NUMBER OF SHARES
-----------------------------------------------------
For                                   130,281,667.580
Against                                 3,735,123.736
Abstain                                 2,104,644.768
Broker non-votes                       54,307,425.000

ITEM 3. The amendment or removal of certain fundamental investment policies.

                                     NUMBER OF SHARES
-----------------------------------------------------
For                                   130,324,516.449
Against                                 3,544,603.077
Abstain                                 2,252,316.558
Broker non-votes                       54,307,425.000

ITEM 4. The change of the Fund's investment policy relating to investments in
        U.S. and foreign government securities from fundamental to non-
        fundamental.

                                     NUMBER OF SHARES
-----------------------------------------------------
For                                   129,435,693.119
Against                                 4,153,921.674
Abstain                                 2,531,821.291
Broker non-votes                       54,307,425.000

ITEM 5. The approval of a new investment advisory agreement with Massachusetts
        Financial Services Company.

                                     NUMBER OF SHARES
-----------------------------------------------------
For                                   186,339,155.102
Against                                 1,888,305.241
Abstain                                 2,201,400.741

ITEM 6. The ratification of the election of Deloitte & Touche LLP as the
        independent public accountants to be employed by the trust for the
        fiscal year ending October 31, 2002.

                                     NUMBER OF SHARES
-----------------------------------------------------
For                                   188,393,523.151
Against                                   600,228.758
Abstain                                 1,435,109.175



PORTFOLIO OF INVESTMENTS -- October 31, 2001


Bonds - 98.2%
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                                                               PRINCIPAL AMOUNT
ISSUER                                                            (000 OMITTED)                    VALUE
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U.S. Bonds - 87.2%
  Banks and Credit Companies
    Societe Generale Capital Trust I, 7.875s, 2049                 EUR      375           $      367,716
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  Corporate Asset-Backed - 0.3%
    DLJ Commercial Mortgage Corp., 0s, 2005 (interest only)          $   95,100           $    2,587,937
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  Oil Services - 0.1%
    Pemex Project Funding Master Trust, 8.5s, 2008                   $    1,400           $    1,456,000
--------------------------------------------------------------------------------------------------------
  Small Business Administration - 3.3%
    SBA, 7.64s, 2010                                                 $    9,903           $   11,211,934
    SBA, 6.34s, 2021                                                      4,350                4,545,883
    SBA, 6.35s, 2021                                                      6,838                7,150,023
    SBA, 6.44s, 2021                                                      4,000                4,199,135
    SBA, 6.625s, 2021                                                     4,500                4,765,795
                                                                                          --------------
                                                                                          $   31,872,770
--------------------------------------------------------------------------------------------------------
  U.S. Government Agencies - 40.1%
    AID, 6.625s, 2003 - 2004                                         $   29,600           $   31,708,460
    FHLM, 4.5s, 2004                                                      2,500                2,587,900
    FHLM, 5s, 2004                                                       16,000               16,769,920
    FHLM, 6.625s, 2009                                                    6,000                6,752,820
    FNMA, 4.75s, 2004                                                     4,000                4,165,000
    FNMA, 5.125s, 2004                                                    5,000                5,244,550
    FNMA, 6.956s, 2007                                                    5,469                6,039,138
    FNMA, 6s, 2008                                                       10,000               10,876,600
    FNMA, 5.75s, 2010                                                     3,650                3,534,445
    FNMA, 6.5s, 2016 - 2031 TBA                                          47,276               48,818,825
    FNMA, 7s, 2031 TBA                                                   72,500               75,631,275
    GNMA, 6.5s, 2028 TBA                                                 44,489               46,024,424
    GNMA, 7s, 2025 TBA                                                   22,175               23,175,225
    GNMA, 7s, 2023 - 2024                                                24,346               25,604,672
    GNMA, 7.5s, 2022 - 2023                                               2,288                2,422,727
    GNMA, 7.5s, 2027 TBA                                                 28,633               30,111,392
    GNMA, 8s, 2030 TBA                                                   17,391               18,399,364
    GNMA, 8.5s, 2008 TBA                                                  1,090                1,169,341
    GNMA, 8.5s, 2009                                                      5,954                6,300,457
    GNMA, 9.25s, 2001                                                       842                  843,548
    HUD, 5.53s, 2008                                                     11,000               11,515,625
    HUD, 7.198s, 2009                                                     6,000                6,788,400
                                                                                          --------------
                                                                                          $  384,484,108
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  U.S. Treasury Obligations - 43.4%
    U.S. Treasury Bonds, 11.875s, 2003                               $   43,000           $   50,934,790
    U.S. Treasury Bonds, 12.375s, 2004                                   34,500               42,488,820
    U.S. Treasury Bonds, 10.375s, 2009                                   26,050               31,361,855
    U.S. Treasury Bonds, 13.875s, 2011                                   25,500               36,465,000
    U.S. Treasury Bonds, 10.375s, 2012                                   55,600               74,486,764
    U.S. Treasury Bonds, 12s, 2013                                       52,500               76,855,275
    U.S. Treasury Bonds, 6.125s, 2029                                       606                  700,027
    U.S. Treasury Notes, 3.5s, 2011                                      16,318               16,965,246
    U.S. Treasury Notes, 5s, 2011                                        80,850               85,523,937
                                                                                          --------------
                                                                                          $  415,781,714
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Total U.S. Bonds                                                                          $  836,550,245
--------------------------------------------------------------------------------------------------------
Foreign Bonds - 11.0%
  Bulgaria - 0.4%
    National Republic of Bulgaria, 4.563s, 2011                      $      203           $      159,062
    National Republic of Bulgaria, 4.563s, 2012                             486                  393,660
    National Republic of Bulgaria, 4.563s, 2024                           3,898                3,069,675
                                                                                          --------------
                                                                                          $    3,622,397
--------------------------------------------------------------------------------------------------------
  Canada - 4.1%
    Government of Canada, 5.75s, 2006                              CAD   12,826           $    8,657,853
    Government of Canada, 5.25s, 2008                                $   20,942               21,859,616
    Government of Canada, 5.5s, 2009                               CAD   13,820                9,128,535
                                                                                          --------------
                                                                                          $   39,646,004
--------------------------------------------------------------------------------------------------------
  Dominica - 0.3%
    Republic of Dominican, 9.5s, 2006##                              $    2,363           $    2,330,509
--------------------------------------------------------------------------------------------------------
  Germany - 3.3%
    Federal Republic of Germany, 4.5s, 2009                        EUR   10,445           $    9,499,418
    Federal Republic of Germany, 4.75s, 2008                             24,160               22,378,730
                                                                                          --------------
                                                                                          $   31,878,148
--------------------------------------------------------------------------------------------------------
  Kazakhstan - 0.1%
    Kaztransoil Co., 8.5s, 2006 (Oil Services)##                   KTS      627           $      594,083
--------------------------------------------------------------------------------------------------------
  Mexico - 0.9%
    BBVA Bancomer Capital Trust I, 10.5s, 2011 (Banks &
      Credit Cos.)##                                                 $    1,893           $    2,053,905
    Bepensa S.A., 9.75s, 2004 (Food & Beverage Products)                    479                  493,370
    Petroleos Mexicanos, 9.375s, 2008 (Oil Services)                      2,318                2,500,543
    United Mexican States, 8.375s, 2011                                   1,975                2,019,437
    United Mexican States, 8.125s, 2019                                     860                  819,150
    United Mexican States, 11.5s, 2026                                      678                  845,127
                                                                                          --------------
                                                                                          $    8,731,532
--------------------------------------------------------------------------------------------------------
  New Zealand - 0.4%
    Government of New Zealand, 8s, 2006                            NZD    9,120           $    4,138,548
--------------------------------------------------------------------------------------------------------
  Panama - 0.2%
    Republic of Panama, 4.75s, 2014                                  $    2,440           $    2,127,707
--------------------------------------------------------------------------------------------------------
  Peru - 0.1%
    Republic of Peru, 4s, 2017                                       $    1,604           $    1,054,498
--------------------------------------------------------------------------------------------------------
  Russia - 0.1%
    Finance Ministry of Russia, 3s, 2003                             $    1,291           $    1,152,218
--------------------------------------------------------------------------------------------------------
  South Korea - 0.2%
    Hanvit Bank, 12.75s, 2010 (Banks and Credit Cos.)##              $    1,454           $    1,541,240
--------------------------------------------------------------------------------------------------------
  Spain - 0.9%
    Kingdom of Spain, 7s, 2005                                       $    7,800           $    8,636,659
--------------------------------------------------------------------------------------------------------
Total Foreign Bonds                                                                       $  105,453,543
--------------------------------------------------------------------------------------------------------
Total Bonds (Identified Cost, $927,560,270)                                               $  942,003,788
--------------------------------------------------------------------------------------------------------

Warrants
--------------------------------------------------------------------------------------------------------
                                                                         SHARES
--------------------------------------------------------------------------------------------------------
    United Mexican States (Identified Cost, $0)*                      3,307,000           $       18,190
--------------------------------------------------------------------------------------------------------

Put Options Purchased
--------------------------------------------------------------------------------------------------------
                                                               PRINCIPAL AMOUNT
                                                                   OF CONTRACTS
ISSUER/EXPIRATION MONTH/STRIKE PRICE                              (000 OMITTED)
--------------------------------------------------------------------------------------------------------
    Japanese Yen/November/125
      (Premiums Paid, $394,268)                                    JPY3,733,600           $       63,471
--------------------------------------------------------------------------------------------------------
Short-Term Obligations - 7.7%
--------------------------------------------------------------------------------------------------------
                                                               PRINCIPAL AMOUNT
                                                                  (000 OMITTED)
--------------------------------------------------------------------------------------------------------
    Federal Home Loan Discount Note, 2.21s, due 12/11/01             $    8,800           $    8,778,391
    Federal Home Loan Bank Discount Note, 2.38s, due 11/09/01            25,590               25,576,466
    Ford Motor Credit Corp., 2.80s, due 11/14/01                         37,789               37,750,791
    Student Loan Marketing Association Discount Note,
      2.46s, due 11/01/01                                                 1,729                1,729,000
--------------------------------------------------------------------------------------------------------
Total Short-Term Obligations, at Amortized Cost                                           $   73,834,648
--------------------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $1,001,789,186)                                       $1,015,920,097
--------------------------------------------------------------------------------------------------------

Put Options Written
--------------------------------------------------------------------------------------------------------
                                                               PRINCIPAL AMOUNT
                                                                   OF CONTRACTS
ISSUER/EXPIRATION MONTH/STRIKE PRICE                               (000 OMITTED)
--------------------------------------------------------------------------------------------------------
    Japanese Yen/November/125
      (Premiums Received, $238,950)                                JPY3,733,600           $      (63,471)
--------------------------------------------------------------------------------------------------------

Other Assets, Less Liabilities - (5.9)%                                                      (56,861,489)
--------------------------------------------------------------------------------------------------------
Net Assets - 100.0%                                                                       $  958,995,137
--------------------------------------------------------------------------------------------------------
 * Non-income producing security.
## SEC Rule 144A restriction.

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          GBP = British Pounds
            CAD = Canadian Dollars            JPY = Japanese Yen
            DKK = Danish Kroner               NZD = New Zealand Dollars
            EUR = Euro                        KTS = Kazakhstan Tenge

See notes to financial statements.



FINANCIAL STATEMENTS

Statement of Assets and Liabilities
-------------------------------------------------------------------------------
OCTOBER 31, 2001
-------------------------------------------------------------------------------
Assets:
  Investments, at value (identified cost, $1,001,789,186)        $1,015,920,097
  Investments of cash collateral for securities loaned,
    (at value and identified cost)                                  215,476,176
  Receivable for investments sold                                    75,173,438
  Net receivable for forward foreign currency exchange
    contracts                                                         3,713,553
  Net receivable for forward foreign currency exchange
    contracts subject to master netting agreements                      106,854
  Interest receivable                                                17,571,463
  Other assets                                                           14,404
                                                                 --------------
      Total assets                                               $1,327,975,985
                                                                 --------------
Liabilities:
  Payable to custodian                                           $       15,859
  Payable to dividend disbursing agent                                   62,809
  Collateral for securities loaned, at value                        215,476,176
  Payable for fund shares reacquired                                    304,279
  Payable for investments purchased                                 149,621,875
  Net payable for forward foreign currency exchange
    contracts                                                           235,534
  Net payable for forward foreign currency exchange
    contracts subject to master netting agreements                    2,639,030
  Written options outstanding, at value (premiums
    received, $238,950)                                                  63,471
  Payable to affiliates -
    Management fee                                                       18,453
    Transfer and dividend disbursing agent fee                           17,621
  Accrued expenses and other liabilities                                525,741
                                                                 --------------
      Total liabilities                                          $  368,980,848
                                                                 --------------
Net assets                                                       $  958,995,137
                                                                 ==============
Net assets consist of:
  Paid-in capital                                                $  992,975,845
  Unrealized appreciation on investments and translation
    of assets and liabilities in foreign currencies                  15,240,963
  Accumulated net realized loss on investments and
    foreign currency transactions                                   (47,530,715)
  Accumulated distributions in excess of net investment
    income                                                           (1,690,956)
                                                                 --------------
      Total                                                      $  958,995,137
                                                                 ==============
Shares of beneficial interest outstanding (202,648,016
  issued, less 75,512,700 treasury shares)                         127,135,316
                                                                   ===========
Net asset value (net assets / shares of beneficial
  interest outstanding)                                               $7.54
                                                                      =====

See notes to financial statements.


FINANCIAL STATEMENTS -- continued

Statement of Operations
-------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 2001
-------------------------------------------------------------------------------
Net investment income:
  Income -
    Interest                                                       $ 69,876,039
    Dividends                                                            78,152
                                                                   ------------
      Total investment income                                      $ 69,954,191
                                                                   ------------
  Expenses -
    Management fee                                                 $  6,957,736
    Trustees' compensation                                              178,900
    Transfer and dividend disbursing agent fee                          213,625
    Administrative fee                                                  104,997
    Investor communication expense                                      398,636
    Custodian fee                                                       382,652
    Auditing fees                                                        39,408
    Postage                                                              58,610
    Printing                                                             56,509
    Legal fees                                                           11,746
    Interest expense                                                      4,257
    Registration fees                                                   161,346
    Miscellaneous                                                        58,038
                                                                   ------------
      Total expenses                                               $  8,626,460
    Fees paid indirectly                                               (111,589)
                                                                   ------------
      Net expenses                                                 $  8,514,871
                                                                   ------------
        Net investment income                                      $ 61,439,320
                                                                   ------------
Realized and unrealized gain (loss) on investments:
  Realized gain (loss) (identified cost basis) -
    Investment transactions                                        $  9,982,018
    Written option transactions                                          (1,856)
    Foreign currency transactions                                    (4,020,784)
                                                                   ------------
        Net realized gain on investments and foreign currency
          transactions                                             $  5,959,378
                                                                   ------------
  Change in unrealized appreciation -
    Investments                                                    $ 48,784,095
    Written options                                                   1,032,144
    Translation of assets and liabilities in foreign currencies       4,756,323
                                                                   ------------
      Net unrealized gain on investments and foreign currency
        translation                                                $ 54,572,562
                                                                   ------------
        Net realized and unrealized gain on investments and
          foreign currency                                         $ 60,531,940
                                                                   ------------
          Increase in net assets from operations                   $121,971,260
                                                                   ============
See notes to financial statements.



FINANCIAL STATEMENTS -- continued


Statement of Changes in Net Assets
----------------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,                                                  2001                          2000
----------------------------------------------------------------------------------------------------------
                                                                                        
Increase (decrease) in net assets:
From operations -
  Net investment income                                            $ 61,439,320               $ 64,536,392
  Net realized gain (loss) on investments and foreign
    currency transactions                                             5,959,378                (27,345,281)
  Net unrealized gain on investments and foreign currency
    translation                                                      54,572,562                  2,628,300
                                                                   ------------               ------------
    Increase in net assets from operations                         $121,971,260               $ 39,819,411
                                                                   ------------               ------------
Distributions declared to shareholders -
  From net investment income                                       $(61,231,925)              $(42,804,474)
  From paid-in capital                                                     --                  (27,519,561)
                                                                   ------------               ------------
    Total distributions declared to shareholders                   $(61,231,925)              $(70,324,035)
                                                                   ------------               ------------
Trust share (principal) transactions -
  Cost of shares reacquired                                        $ (7,552,898)              $(40,697,949)
                                                                   ------------               ------------
    Total increase (decrease) in net assets                        $ 53,186,437               $(71,202,573)
Net assets:
  At beginning of year                                              905,808,700                977,011,273
                                                                   ------------               ------------
  At end of year (including distributions in excess of net
    investment income and accumulated undistributed net
    investment income of $1,690,956 and $3,683,141,
    respectively)                                                  $958,995,137               $905,808,700
                                                                   ============               ============

See notes to financial statements.




FINANCIAL STATEMENTS -- continued


Financial Highlights
------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,                                  2001               2000            1999            1998           1997
------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Per share data (for a share outstanding
  throughout each year):
Net asset value - beginning of year                   $ 7.06             $ 7.25          $ 7.75          $ 7.76         $ 7.82
                                                      ------             ------          ------          ------         ------
Income from investment operations# -
  Net investment income                               $ 0.48             $ 0.49          $ 0.49          $ 0.51         $ 0.54
  Net realized and unrealized gain (loss) on
    investments and foreign currency
    transactions                                        0.48              (0.20)          (0.53)          (0.01)         (0.05)
                                                      ------             ------          ------          ------         ------
      Total from investment operations                $ 0.96             $ 0.29          $(0.04)         $ 0.50         $ 0.49
                                                      ------             ------          ------          ------         ------
Less distributions declared to shareholders -
  From net investment income                          $(0.49)            $(0.33)         $(0.45)         $(0.46)        $(0.54)
  In excess of net realized gain on investments
    and foreign currency transactions                   --                 --              --              --            (0.04)
  From paid in capital                                  --                (0.21)          (0.05)          (0.05)          --
                                                      ------             ------          ------          ------         ------
      Total distributions declared to
        shareholders                                  $(0.49)            $(0.54)         $(0.50)         $(0.51)        $(0.58)
                                                      ------             ------          ------          ------         ------
Net increase from repurchase of capital shares        $ 0.01             $ 0.06          $ 0.04          $ --  +        $ 0.03
                                                      ------             ------          ------          ------         ------
Net asset value - end of year                         $ 7.54             $ 7.06          $ 7.25          $ 7.75         $ 7.76
                                                      ------             ------          ------          ------         ------
Per share market value - end of year                  $6.950             $6.375          $6.250          $6.938         $7.000
                                                      ======             ======          ======          ======         ======
Total return at market value                           16.93%             10.95%          (2.92)%          6.56%          6.46%
Ratios (to average net assets)/Supplemental data:
  Expenses##                                            0.93%              0.95%           0.93%           0.91%          0.91%
  Net investment income                                 6.62%              6.93%           6.57%           6.59%          6.92%
Portfolio turnover                                        72%                93%             85%            184%           213%
Net assets at end of period (000,000 Omitted)           $959               $906            $977          $1,091         $1,098

 # Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain expense offset arrangements.
 + Per share amount was less than $0.01.

See notes to financial statements.



NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization
MFS Intermediate Income Trust (the trust) is a non-diversified series of MFS
Series Trust (the trust). 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 management investment company.

(2) Significant Accounting Policies
General - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The trust
can invest in foreign securities. Investments in foreign securities are
vulnerable to the effects of changes in the relative values of the local
currency and the U.S. dollar and to the effects of changes in each country's
legal, political, and economic environment.

Investment Valuations - Debt securities (other than short-term obligations
which mature in 60 days or less), including listed issues, forward foreign
currency exchange contracts, and swap agreements, 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. Option contracts
listed on commodities exchanges are reported at market value using closing
settlement prices. Over-the-counter options on securities are valued by
brokers. Over-the-counter currency options are valued through the use of a
pricing model which takes into account foreign currency exchange spot and
forward rates, implied volatility, and short-term repurchase rates. Securities
for which there are no such quotations or valuations are valued in good faith
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 collateral 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 collateral
to ensure that its value, including accrued interest, is greater than amounts
owed to the trust under each such repurchase agreement. The trust, along with
other affiliated entities of Massachusetts Financial Services Company (MFS),
may utilize a joint trading account for the purpose of entering into one or
more repurchase agreements.

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.

Deferred Trustee Compensation - Under a Deferred Compensation Plan (the Plan)
independent Trustees may elect to defer receipt of all or a portion of their
annual compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the trust or other MFS trust selected
by the Trustee. Deferred amounts represent an unsecured obligation of the
trust until distributed in accordance with the Plan.

Written Options - The trust may write call or put options in exchange for a
premium. The premium is initially recorded as a liability, which is
subsequently adjusted to the current value of the option contract. When a
written option expires, the trust realizes a gain equal to the amount of the
premium received. When a written call option is exercised or closed, the
premium received is offset against the proceeds to determine the realized gain
or loss. When a written 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
received. Written options may also be used as part of an income producing
strategy reflecting the view of the trust management on the direction of
interest rates.

Security Loans - State Street Bank and Trust Company ("State Street") and
Chase Manhattan Bank ("Chase"), as lending agents, may loan the securities of
the trust to certain qualified institutions (the "Borrowers") approved by the
trust. The loans are collateralized at all times by cash and/or U.S. Treasury
securities in an amount at least equal to the market value of the securities
loaned. State Street provides the trust with indemnification against Borrower
default. The trust bears the risk of loss with respect to the investment of
cash collateral.

Cash collateral is invested in short-term securities. A portion of the income
generated upon investment of the collateral is remitted to the Borrowers, and
the remainder is allocated between the trust and the lending agent. On loans
collateralized by U.S. Treasury securities, a fee is received from the
Borrower, and is allocated between the trust and the lending agent. Income
from securities lending is included in interest income on the Statement of
Operations. The dividend and interest income earned on the securities loaned
is accounted for in the same manner as other dividend and interest income.

At October 31, 2001, the value of securities loaned was $211,197,790. These
loans were collateralized by cash of $215,476,176 which was invested in the
following short-term obligations:

ISSUER                                               SHARES               VALUE
-------------------------------------------------------------------------------
Navigator Securities Lending Prime Portfolio    215,476,176        $215,476,176

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 may enter
into forward foreign currency exchange 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. The trust 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 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 as unrealized until the contract
settlement date. On contract settlement date, the gains or losses are recorded
as realized gains or losses on foreign currency transactions.

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 is amortized or accreted for financial statement
and tax reporting purposes as required by federal income tax regulations.
Dividends received in cash are recorded on the ex-dividend date. Dividend and
interest payments received in additional securities are recorded on the ex-
dividend or ex-interest date in an amount equal to the value of the security
on such date. Some securities may be purchased on a "when-issued" or "forward
delivery" basis, which means that the securities will be delivered to the
trust at a future date, usually beyond customary settlement time.

The trust may enter in "TBA" (to be announced) purchase commitments to
purchase securities for a fixed unit price at a future date. Although the unit
price has been established, the principal value has not been finalized.
However, the principal amount of the commitments will not fluctuate more than
1.0%. The trust holds, and maintains until settlement date, cash or high-grade
debt obligations in an amount sufficient to meet the purchase price, or the
trust may enter into offsetting contracts for the forward sale of other
securities it owns. Income on the securities will not be earned until
settlement date. TBA purchase commitments may be considered securities in
themselves, and involve a risk of loss if the value of the security to be
purchased declines prior to settlement date, which is in addition to the risk
of decline in the value of the trust's other assets. Unsettled TBA purchase
commitments are valued at the current market value of the underlying
securities, according to the procedures described under "Investment
Valuations" above.

The trust may enter into "TBA" (to be announced) sale commitments to hedge its
portfolio positions or to sell mortgage-backed securities it owns under
delayed delivery arrangements. Proceeds of TBA sale commitments are not
received until the contractual settlement date. During the time a TBA sale
commitment is outstanding, equivalent deliverable securities, or an offsetting
TBA purchase commitment deliverable on or before the sale commitment date, are
held as "cover" for the transaction.

The trust will adopt the provisions of the AICPA Audit and Accounting Guide for
Investment Companies, as revised, effective for fiscal years beginning after
December 15, 2000. As required, the trust will begin amortizing premiums on debt
securities effective November 1, 2001. Prior to this date, the trust did not
amortize premiums on debt securities. The cumulative effect of this accounting
change will have no impact on the total net assets of the trust. The impact of
this accounting change has not been determined, but will result in a decrease to
cost of securities and a corresponding increase in net unrealized appreciation.

Fees Paid Indirectly - The trust's custody fee is reduced according to an
arrangement that measures the value of cash deposited with the custodian by
the trust. This amount is shown as a reduction of total 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.

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 only distributions in excess of tax basis earnings and profits are
reported in the financial statements as distributions from paid-in 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 net realized gains. Common
types of book and tax differences that could occur include differences in
accounting for currency transactions, mortgage-backed securities, derivatives,
real estate investment trusts, defaulted bonds, capital losses, and
amortization and accretion on debt securities. During the year ended
October 31, 2001, accumulated undistributed net investment income decreased by
$5,581,492, accumulated undistributed net realized gain on investments and
foreign currency transactions increased by $6,574,669 and paid-in capital
decreased by $993,177 due to differences between book and tax accounting for
mortgage-backed securities and currency transactions. This change had no
effect on the net assets or net asset value per share.

At October 31, 2001, the trust, for federal income tax purposes, had a capital
loss carryforward of $47,525,556 which may be applied against any net taxable
realized gains of each succeeding year until the earlier of its utilization or
expiration on:

              EXPIRATION DATE                             AMOUNT
              --------------------------------------------------
              October 31, 2002                       $ 3,662,159
              October 31, 2003                         6,526,984
              October 31, 2004                           645,525
              October 31, 2006                        13,874,621
              October 31, 2007                        11,376,973
              October 31, 2008                        11,439,294
                                                     -----------
                  Total                              $47,525,556
                                                     ===========

(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 the trust's 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 officers and
Trustees of the trust are officers or directors of MFS and MFS Service Center,
Inc. (MFSC). Included in Trustees' compensation is a net periodic pension
expense of $55,443 for the year ended October 31, 2001.

Administrator - The trust has an administrative services agreement with MFS to
provide the trust with certain financial, legal, shareholder servicing,
compliance, and other administrative services. As a partial reimbursement for
the cost of providing these services, the trust pays MFS an administrative fee
at the following annual percentages of the trust average daily net assets:

            First $2 billion                               0.0175%
            Next $2.5 billion                              0.0130%
            Next $2.5 billion                              0.0005%
            In excess of $7 billion                        0.0000%

Transfer Agent - MFSC acts as registrar and dividend disbursing agent for the
Trust. The agreement provides that the Trust will pay MFSC an account
maintenance fee of no more than $9.00 and a dividend services fee of $0.75 per
reinvestment and will reimburse MFSC for reasonable out-of-pocket expenses.

(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                     $514,239,738        $531,053,159
                                               ------------        ------------
Investments (non-U.S. government securities)   $144,699,893        $142,592,912
                                               ------------        ------------

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

Aggregate cost                                                  $1,001,794,350
                                                                --------------
Gross unrealized appreciation                                   $   29,427,123
Gross unrealized depreciation                                      (15,301,376)
                                                                --------------
    Net unrealized appreciation                                 $   14,125,747
                                                                ==============

(5) Shares of Beneficial Interest
The trust's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest. The Trustees have
authorized 202,648,016 full and fractional shares of beneficial interest.
Transactions in trust shares were as follows:

                                            YEAR ENDED              YEAR ENDED
                                      OCTOBER 31, 2001        OCTOBER 31, 2000
                                 ---------------------  ----------------------
                                    SHARES      AMOUNT     SHARES       AMOUNT
------------------------------------------------------------------------------
Treasury shares reacquired       1,151,500  $7,552,898  6,476,000  $40,697,949
                                 ---------  ----------  ---------  -----------

In accordance with the provisions of the trust's prospectus, 1,151,500 shares
of beneficial interest were purchased by the trust during year ended October
31, 2001, at an average price per share of $6.56 and a weighted average
discount of 8.63% per share. The trust repurchased 6,476,000 shares of
beneficial interest during the year ended October 31, 2000, at an average
price per shares of $6.28 and a weighted average discount of 11.46% per share.

(6) Line of Credit
The trust and other affiliated funds participate in a $1.225 billion unsecured
line of credit provided by a syndication of banks under a line of credit
agreement. Borrowings may be made for temporary financing needs. Interest is
charged to each fund, based on its borrowings, at a rate equal to the bank's
base rate. A commitment fee of $11,097 which is based on the average daily
unused portion of the line of credit is included in miscellaneous expense. The
trust had no significant borrowings during the year.

(7) 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, forward foreign currency
exchange contracts, swap agreements, and futures 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.

Written Option Transactions

                                          NUMBER OF                    PREMIUMS
                                          CONTRACTS                    RECEIVED
-------------------------------------------------------------------------------
Outstanding, beginning of year                    2                 $   573,723
Options written                                   3                   1,134,229
Options terminated in closing transactions       (3)                 (1,057,435)
Options expired                                  (1)                   (411,567)
                                                  --                -----------
Outstanding, end of year                          1                 $   238,950
                                                  ==                ===========

At October 31, 2001, the trust had sufficient cash and/or securities at least
equal to the value of the written options.

Forward Foreign Currency Exchange Contracts



                                                                                                       NET
                                                                                                UNREALIZED
                                      CONTRACTS TO                IN         CONTRACTS        APPRECIATION
         SETTLEMENT DATE           DELIVER/RECEIVE      EXCHANGE FOR          AT VALUE      (DEPRECIATION)
----------------------------------------------------------------------------------------------------------
                                                                                   
Sales
                12/18/01  AUD              604,326      $    310,019      $    302,958         $    7,061
                12/18/01  EUR           49,641,842        45,791,320        44,556,928          1,234,392
                12/18/01  GBP                4,156             6,088             6,021                 67
                12/18/01  JPY        7,592,668,801        64,610,395        62,159,623          2,450,772
                12/18/01  NZD            2,252,570           946,079           924,818             21,261
                                                        ------------      ------------         ----------
                                                        $111,663,901      $107,950,348         $3,713,553
                                                        ============      ============         ==========
Purchases
                12/18/01  CAD            4,540,333      $  2,898,254      $  2,860,745         $  (37,509)
                12/18/01  DKK            8,082,363           984,933           974,313            (10,620)
                12/18/01  EUR           14,988,664        13,595,926        13,453,345           (142,581)
                12/18/01  GBP            2,748,707         4,026,856         3,982,032            (44,824)
                                                        ------------      ------------         ----------
                                                        $ 21,505,969      $ 21,270,435         $ (235,534)
                                                        ============      ============         ==========


At October 31, 2001, forward foreign currency purchases and sales under master
netting agreements excluded above amounted to a net receivable of $57,735 with
Merrill Lynch and $49,119 with Warburg Dillon Read and a net payable of
$837,817 with CS First Boston, and $1,801,213 with Deutsche Bank.

At October 31, 2001, the trust had sufficient cash and/or securities to cover
any commitments under these contracts.


INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of MFS Intermediate Income Trust:

We have audited the accompanying statement of assets and liabilities of MFS
Intermediate Income Trust (the "trust"), including the portfolio of
investments, as of October 31, 2001, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of
the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended. 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 auditing standards generally accepted
in the United States of America. 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
securities owned as of October 31, 2001, 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, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of MFS
Intermediate Income Trust as of October 31, 2001, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 6, 2001


-------------------------------------------------------------------------------
   FEDERAL TAX INFORMATION
-------------------------------------------------------------------------------

   IN JANUARY 2002, SHAREHOLDERS WILL BE MAILED A FORM 1099-DIV REPORTING
   THE FEDERAL TAX STATUS OF ALL DISTRIBUTIONS PAID DURING THE CALENDAR
   YEAR 2001.

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



MFS(R) INTERMEDIATE INCOME TRUST

                                                      
TRUSTEES                                                 CHAIRMAN AND PRESIDENT
Marshall N. Cohan+(1) - Private Investor                 Jeffrey L. Shames*

Lawrence H. Cohn, M.D.+(2) - Chief of Cardiac            PORTFOLIO MANAGERS
Surgery, Brigham and Women's Hospital;                   Stephen C. Bryant*
Professor of Surgery, Harvard Medical School             Steven E. Nothern*

The Hon. Sir J. David Gibbons, KBE+ (2) - Chief          TREASURER
Executive Officer, Edmund Gibbons Ltd.;                  James O. Yost*
Chairman, Colonial Insurance Company, Ltd.
                                                         ASSISTANT TREASURERS
Abby M. O'Neill+(2) - Private Investor                   Mark E. Bradley*
                                                         Robert R. Flaherty*
Walter E. Robb, III+(1) - (Principal, Robb               Ellen Moynihan*
Associates) (corporate financial consultants);
President, Benchmark Consulting Group, Inc.              SECRETARY
(office services)                                        Stephen E. Cavan*

Arnold D. Scott* - Senior Executive Vice                 ASSISTANT SECRETARY
President and Director, MFS Investment                   James R. Bordewick, Jr.*
Management
                                                         TRANSFER AGENT, REGISTRAR, AND
Jeffrey L. Shames* - Chairman and Chief                  DIVIDEND DISBURSING AGENT
Executive Officer, MFS Investment Management             State Street Bank and Trust Company
                                                         c/o MFS Service Center, Inc.
J. Dale Sherratt+(1) - President, Insight                P.O. Box 9024
Resources, Inc. (acquisition planning                    Boston, MA 02205-9824
specialists)                                             1-800-637-2304

Ward Smith+(1) - Private Investor                        CUSTODIAN
                                                         State Street Bank and Trust Company
INVESTMENT ADVISER
Massachusetts Financial Services Company                 AUDITORS
500 Boylston Street                                      Deloitte & Touche LLP
Boston, MA 02116-3741

  + Independent Trustee
  * MFS Investment Management
(1) Member of Audit Committee
(2) Member of Portfolio Trading Committee



MFS(R) INTERMEDIATE INCOME TRUST                                  ------------
                                                                   PRSRT STD
[logo] M F S(R)                                                   U.S. Postage
INVESTMENT MANAGEMENT                                                Paid
                                                                      MFS
500 Boylston Street                                               ------------
Boston, MA 02116-3741

(C)2001 MFS Investment Management(R).
500 Boylston Street, Boston, MA 02116.
                                                            MINCE-2  12/01  76M