scto-ia110212mit.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DWS Municipal Income Trust

(Name of Subject Company (Issuer))

DWS Municipal Income Trust

(Name of Filing Person (Issuer))

PREFERRED SHARES OF BENEFICIAL INTEREST,

$0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

DWS Municipal Income Trust

(Name, address, and telephone number of person authorized to receive notices and

communications on behalf of filing persons)

David A. Sturms, Esq.

222 N. LaSalle Street

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$190,800,000(a)	$21,865.68(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 39,750 shares in the offer, based upon a price of 96% of the liquidation preference of $5,000 per share (or $4,800 per share).

(b) Calculated as $114.60 per $1,000,000 of the Transaction Valuation.

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

Amount Previously Paid: $21,865.68

Form or Registration No.: Schedule TO

Filing Party: DWS Municipal Income Trust

Date Filed: September 27, 2012

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third-party tender offer subject to Rule 14d-1.

x	issuer tender offer subject to Rule 13e-4.

o	going-private transaction subject to Rule 13e-3.

o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Introductory Statement

This Amendment No. 2 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by DWS Municipal Income Trust, a Massachusetts business trust (the “Fund”), with the Securities and Exchange Commission on September 27, 2012, as amended by Amendment No. 1 to Schedule TO filed on October 29, 2012 (as amended hereby, the “Schedule TO”). The Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of the Fund’s outstanding Series A, B, C, D and E Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $5,000 per share (the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated September 27, 2012 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to this Schedule TO.

Items 1 through 9 and Item 11.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 9 and Item 11 of the Schedule TO.

Filed herewith as Exhibit (a)(5)(iii) and incorporated herein by reference is a copy of the press release issued by the Fund dated November 2, 2012 announcing an extension of the Offer to November 9, 2012.

Item 10. Financial Statements.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(5)(iii)	Press Release, dated November 2, 2012.

Item 13. Information Required by Schedule 13E-3.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	DWS MUNICIPAL INCOME TRUST By: /s/John Millette Name: John Millette Title: Vice President and Secretary
Dated: November 2, 2012

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase, dated September 27, 2012.*
(a)(1)(ii)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, and Trust Companies and Other Nominees.*
(a)(1)(vi)	Form of Notice of Withdrawal.*
(a)(5)(i)	Press Release, dated September 27, 2012.*
(a)(5)(ii)	Press Release, dated October 29, 2012.**
(a)(5)(iii)	Press Release, dated November 2, 2012. (filed herewith)

* Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on September 27, 2012.

** Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on October 29, 2012.

Press Release

FOR IMMEDIATE RELEASE

For additional information:

Deutsche Bank Press Office (212) 250-5536

DWS Closed-End Funds (800) 349-4281

DWS Municipal Income Trust and DWS Strategic Municipal Income Trust

Announce an Additional Extension of Tender Offers for Preferred Shares

NEW YORK, NY, November 2, 2012 – Due to the major disruptions recently experienced by the financial markets, businesses, and investors as a result of Hurricane Sandy, DWS Municipal Income Trust (NYSE: KTF) and DWS Strategic Municipal Income Trust (NYSE: KSM) (each, a “Fund,” and together, the “Funds”) have extended their tender offers for up to 100% of their outstanding preferred shares to Friday, November 9, 2012 at 5:00 p.m. New York City time, unless extended again to a later date. Each Fund’s tender offer was originally scheduled to expire on October 26, 2012 and had previously been extended to November 2, 2012. This current extension provides those shareholders impacted by the storm with additional time to tender their shares should they wish to do so.

As of November 1, 2012, approximately 97.1% of KTF’s outstanding remarketed preferred shares had been tendered and approximately 86.4% of KSM’s outstanding auction rate preferred shares had been tendered.

KTF is offering to purchase up to 100% of its outstanding remarketed preferred shares at a price equal to 96% of the remarketed preferred shares’ per share liquidation preference of $5,000 ($4,800 per remarketed preferred share) plus any unpaid dividends accrued through the tender offer expiration date, or such later date to which the tender offer is extended. KSM is offering to purchase up to 100% of its outstanding auction rate preferred shares at a price equal to 96% of the auction rate preferred shares’ per share liquidation preference of $25,000 ($24,000 per auction rate preferred share) plus any unpaid dividends accrued through the tender offer expiration date, or such later date to which the tender offer is extended. Additional terms of each Fund’s tender offer are set forth in the Fund’s tender offer materials, including its Offer to Purchase and related Letter of Transmittal, which have been filed with the Securities and Exchange Commission and have been distributed to holders of each Fund’s preferred shares.

Each Fund’s tender offer is conditioned upon the successful completion of a current refinancing transaction for each Fund in an amount approximately equal to the aggregate liquidation preference of the tendered preferred shares accepted by such Fund as well as certain other conditions, as set forth in each Fund’s Offer to Purchase and related Letter of Transmittal.

This announcement is not a recommendation, an offer to purchase, or a solicitation of an offer to sell remarketed preferred shares of KTF or auction rate preferred shares of KSM. Each Fund’s tender offer will be made only by the Offer to Purchase, the related Letter of Transmittal, and other documents, which have been filed with the Securities and Exchange Commission as exhibits to a tender offer statement on Schedule TO. These documents are available free of charge at the SEC’s website at www.sec.gov and from each Fund’s information agent, Deutsche Bank Trust Company Americas, at (800) 735-7777 (Option 1). Preferred shareholders should read these documents carefully as the documents contain important information about each Fund’s tender offer. The Offer to Purchase is not made to, nor will tenders pursuant to the Offer to Purchase be accepted from, holders of the Funds’ preferred shares in any jurisdiction in which making or accepting the Offer to Purchase would violate that jurisdiction’s laws.

The CUSIP numbers for the Funds’ respective series of preferred shares are as follows:

DWS Municipal Income Trust
Preferred Share Series	CUSIP #
Series A	81118R109
Series B	81118R208
Series C	81118R307
Series D	81118R406
Series E	81118R505
DWS Strategic Municipal Income Trust
Preferred Share Series	CUSIP #
Series T	811234-20-2

For more information on each Fund’s tender offer, please contact the Fund’s information agent, Deutsche Bank Trust Company Americas at (800) 735-7777 (Option 1). For more information on each Fund in general, please visit www.dws-investments.com or call (800) 349-4281.

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Important Information

DWS Strategic Municipal Income Trust (KSM) and DWS Municipal Income Trust (KTF) are subject to investment risk. Bond investments are subject to interest-rate and credit risks. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increased volatility. Leverage results in additional risks and can magnify the effect of any losses. Although the Funds seek income that is federally tax-free, a portion of the Funds’ distributions may be subject to federal, state and local taxes, including the alternative minimum tax.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of Fund securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior

to registration or qualification under the laws of such state or jurisdiction.

Certain statements contained in this release may be forward-looking in nature. These include all statements relating to plans, expectations, and other statements that are not historical facts and typically use words like “expect,” “anticipate,” “believe,” and similar expressions. Such statements represent management's current beliefs, based upon information available at the time the statements are made, with regard to the matters addressed. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Management does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

The following factors, among others, could cause actual results to differ materially from forward-looking statements: (i) the effects of changes in market and economic conditions; (ii) legal and regulatory developments; and (iii) other additional risks and uncertainties.

NOT FDIC/ NCUA INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

NOT A DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

DWS Investments is part of Deutsche Bank’s Asset Management division and, within the US, represents the retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust Company. (R-29740-1 11/12)