DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
March 7, 2007
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
3,290,025
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,290,025
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,290,025
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.40
14. TYPE OF REPORTING PERSON
IA
The following constitutes Amendment No.1 the Schedule 13d filed by the
undersigned on February 23, 2007. This Amendment No. 1 amends the
schedule 13d as specifically set forth.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons have submitted the attached shareholder proposal
(exhibit 1) for inclusion in MGF's proxy materials for the next
meeting of shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) - b) As per the N-CSR filed on 2/2/2007 there were 51,332,555
shares of MGF outstanding as of 11/30/06. The percentage set forth in
item 5 was derived using such number. Phillip Goldstein, Andrew Dakos and
accounts managed by the reporting persons beneficially own an aggregate of
3,290,025 shares of MGF or 6.40% of the outstanding shares.
Power to dispose and vote securities lie solely with Phillip Goldstein
and Andrew Dakos.
c) During the past 60 days the following shares of MGF were purchased
(there were no sales);
2/22/2007 14000 6.5555
2/22/2007 4400 6.5555
2/22/2007 5000 6.5555
2/22/2007 5000 6.5555
2/22/2007 4700 6.5555
2/22/2007 3900 6.5555
2/22/2007 18000 6.5555
2/23/2007 5000 6.557
2/23/2007 25000 6.557
2/26/2007 2000 6.556
2/26/2007 2000 6.556
3/2/2007 2200 6.58
3/6/2007 26200 6.6095
3/6/2007 8200 6.6095
3/6/2007 5000 6.6095
3/6/2007 10000 6.6095
3/6/2007 6800 6.6095
3/6/2007 40000 6.6095
3/7/2007 5200 6.6087
3/7/2007 1600 6.6087
3/7/2007 2300 6.6087
3/7/2007 1300 6.6087
3/7/2007 10000 6.6087
3/8/2007 300 6.61
3/12/2007 12700 6.61
3/12/2007 4000 6.61
3/12/2007 5000 6.61
3/12/2007 10000 6.61
3/12/2007 3300 6.61
3/12/2007 35000 6.61
d) Beneficial Owners of the accounts managed by the reporting persons are
entitled to receive
any dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Shareholder Proposal
Dated: 3/14/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name:: Andrew Dakos
Exhibit 1.
Bulldog Investors
Park 80 West, Plaza Two
Saddle Brook, NJ 07663
Phone (201) 556-0092
Fax (201) 556-0097
pgoldstein@bulldoginvestors.com
March 7, 2007
Susan S. Newton
Assistant Secretary and Assistant Clerk
MFS Government Markets Income Trust
500 Boylston Street
Boston, MA 02116
Dear Ms. Newton:
As per our schedule 13D filed on February 23, 2007, the Bulldog Investors group
is the beneficial owner of more than 3 million shares of MFS Government
Markets Income Trust (the "Trust"). We have owned shares of the Trust with a
market value in excess of $2,000 for at least 12 months and intend to hold them
through the next annual meeting. We hereby submit the following proposal
and supporting statement pursuant to rule 14a-8 of the Securities Exchange Act
of 1934 for inclusion in management's proxy materials for the next meeting of
stockholders.
RESOLVED: The shareholders of MFS Government Markets Income Trust
(the "Trust") request that the Board of Trustees promptly take the steps
necessary to open end the Trust or otherwise enable shareholders to realize
net asset value ("NAV") for their shares.
Supporting Statement
Shares of the Trust have traded at a discount to NAV continuously for
almost 15 years. For example, on March 5, 2007 a shareholder that wished
to sell his or her shares would have only received $6.60 per share
and not the NAV of $7.25.
After fifteen years of discounts, we believe shareholders deserve an
opportunity to realize NAV. Open-ending the Trust would allow all
shareholders to obtain a higher price for their shares whenever
they decide to sell. We think the time is right to permanently
eliminate the Trust's discount to NAV. If you agree, please vote in
favor of this proposal.
Very truly yours,
Phillip Goldstein
Principal