AMENDMENT TO
	BY-LAWS
	OF
	EATON VANCE MUNICIPAL INCOME TRUST



	APRIL 23, 2012


Pursuant to ARTICLE XIII of the By-Laws of Eaton
Vance Municipal Income Trust (the "Trust"), upon
vote by a majority of the Trustees of the Trust,
Section 3 of Article III and Section 2 of Article XI
are hereby amended and restated in their entirety as
follows:

Article III

SECTION 3.	Chairman of the Trustees.  The
Trustees shall appoint from among their number a
Chairman.  The Chairman shall preside at the
meetings of the Trustees and may call meetings of the
Trustees and of any committee thereof whenever he
deems it necessary or desirable to do so.  The
Chairman may in his discretion preside at any
meeting of the shareholders, and may delegate such
authority to another Trustee or officer of the Trust.
The Chairman shall exercise and perform such
additional powers and duties as from time to time
may be assigned to him by the Trustees, and shall
have the resources and authority appropriate to
discharge the responsibilities of the office.  A Trustee
elected or appointed as Chairman shall not be
considered an officer of the Trust by virtue of such
election or appointment.

Article XI

SECTION 2.	Indemnification of Trustees and
Officers.  Subject to the exceptions and limitations
contained in this section, every person who is, or has
been, a Trustee or officer of the Trust or, at the
Trust's request, serves, or has served, as a  director,
trustee or officer of another organization in which the
Trust has an interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered
Person"), shall be indemnified by the Trust to the
fullest extent permitted by applicable law, as in effect
from time to time ("Applicable Law"), against any
and all liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or
settlement, or as fines and penalties, and counsel
fees, incurred by or for such Covered Person in
connection with the preparation for, defense or
disposition of, any claim,  demand, action, suit,
investigation, inquiry or proceeding of any and every
kind, whether actual or threatened (collectively, a
"Claim"), in which such Covered Person becomes
involved as a party or otherwise by virtue of being or
having been a Covered Person.

No indemnification shall be provided hereunder to a
Covered Person to the extent such indemnification is
prohibited by Applicable Law.  In no event shall the
Trust be obligated to indemnify a Covered Person
against liabilities to the Trust or any shareholder to
which such Covered Person would otherwise be
subject by reason of the willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered
Person's office (collectively, "Disabling Conduct").

The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights to
which any Covered Person may now or hereafter be
entitled and shall inure to the benefit of the heirs,
executors and administrators of such Covered
Person.



To the maximum extent permitted by Applicable
Law, the Trust shall make advances for the payment
of expenses reasonably incurred by or for a Covered
Person in connection with any Claim for which the
Covered Person is entitled to indemnification by the
Trust prior to final disposition thereof upon receipt of
an undertaking by or on behalf of the Covered
Person to repay such amount if it is ultimately
determined that such Covered Person is not entitled
to indemnification by the Trust.

The obligation of the Trust to indemnify a Covered
Person and/or make advances for the payment of
expenses incurred by or for such Covered Person
under this section may be made subject to conditions
and procedures as the Trustees determine are
necessary or appropriate to protect the Trust from the
risk that a Covered Person will ultimately be
determined to be not entitled to indemnification
hereunder.  Except as otherwise provided in such
conditions and procedures, the Covered Person shall
be entitled to the benefit of a rebuttable presumption
that the Covered Person has not engaged in Disabling
Conduct and that the Covered Person is entitled to
indemnification hereunder.

Nothing contained in this section shall affect any
rights to indemnification to which any Covered
Person or other person may be entitled by contract or
otherwise under law or prevent the Trust from
entering into any contract to provide indemnification
to any Covered Person or other person. Without
limiting the foregoing, the Trust may, in connection
with the acquisition of assets subject to liabilities or a
merger or consolidation, assume the obligation to
indemnify any person including a Covered Person or
otherwise contract to provide such indemnification,
and such indemnification shall not be subject to the
terms of this section.




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