SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO RULE 23c-2 UNDER THE INVESTMENT COMPANY ACT OF 1940 Securities Act File No. 333-70725 Investment Company Act File No. 811-09141 EATON VANCE MUNICIPAL INCOME TRUST ---------------------------------- Name of Registrant 255 STATE STREET, BOSTON, MA 02109 ---------------------------------- Address of Principal Executive Office The undersigned registered closed-end investment company hereby notifies the Securities and Exchange Commission that it intends to redeem securities of which it is the issuer, as set forth below in accordance with the requirements of Rule 23c-2 under the Investment Company Act of 1940 (the "Act"), and states that it is filing this notice with the Commission pursuant to permission granted by the Commission staff fewer than 30 days prior to the date set for the redemption. (1) Title of Class of Securities to be Redeemed: AUCTION PREFERRED SHARES ("APS") SERIES A AND SERIES B (2) Date on Which the Securities are to be Redeemed: THE APS WILL BE REDEEMED ON THE DIVIDEND PAYMENT DATE FOR EACH SERIES AS FOLLOWS: SERIES A ON JULY 9, 2008 AND SERIES B ON JULY 11, 2008. (3) Applicable Provisions of the Governing Instrument Pursuant to Which the Securities are to be Redeemed: ARTICLE VII, PARAGRAPHS 4(A)(I), 4(B) AND 4(C) OF THE AMENDED BY-LAWS (4) Number of Shares and the Basis Upon Which the Securities to be Redeemed are to be Selected: THE FUND INTENDS TO REDEEM, BY LOT (AS DETERMINED BY THE DEPOSITORY TRUST COMPANY), THE NUMBER OF OUTSTANDING APS SET FORTH BELOW: SERIES NUMBER OF SHARES ------ ---------------- A 423 B 423 Please note that this notice serves only to disclose a proposed redemption of each of the APS Series. Such redemption remains subject to the completion of financing. SIGNATURE Pursuant to Rule 23c-2 under the Act, the registrant has caused this notification to be duly executed on its behalf in the City of Boston and the Commonwealth of Massachusetts on the 23rd day of June 2008. EATON VANCE MUNICIPAL INCOME TRUST By: /s/Maureen A. Gemma ------------------- Name: Maureen A. Gemma Title: Secretary