DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/24/07
1. NAME OF REPORTING PERSON
Bulldog Investors General Partnership, Phillip Goldstein and
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
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
4,584,725
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
4,584,725
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,584,725
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.93%
14. TYPE OF REPORTING PERSON
IA
This filing supersedes the schedule 13D filing dated March 15,
2007 by Bulldog Investors, Phillip Goldstein and Andrew Dakos.
Certain shares previously owned by affiliates of Bulldog
Investors, Phillip Goldstein and Andrew Dakos have been
contributed to Bulldog Investors General Partnership (?BIGP?), a
New York State general partnership in order to more effectively
plan and implement strategies to eliminate the Fund?s
discount. The group therefore now includes BIGP and affiliates
of Mr. Dakos and Mr. Goldstein.
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of MFS
Government Markets Income Trust ("MGF"). The principal executive
offices of MGF are located at 500 Boylston Street, 15th Floor,
Boston, MA 02116.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors General
Partnership (?BIGP?), Phillip Goldstein, 60 Heritage Drive,
Pleasantville, NY 10570 and Andrew Dakos, Park 80 West, Plaza
Two, Saddle Brook, NJ 07663. Mr.Goldstein and Mr. Dakos are
self-employed investment advisors. During the past 5 years none
of the above has been convicted in a criminal proceeding, nor
been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which they were or
are subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of the above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the issuer have been accumulated with funds from
accounts managed by the reporting persons.
ITEM 4. PURPOSE OF TRANSACTION
On April 30, 2007, the issuer announced that its Board of
Trustees approved a change in investment strategy and a proposal
to seek shareholder approval to allow the trust to use leverage
?to potentially narrow the discount of the trust's share market
price to net asset value.? BIGP believes the discount should be
eliminated now and that the board?s approach is insufficient to
achieve that goal. In order to encourage the board to take more
meaningful measures to eliminate the discount, the group intends
to consider other options including acquiring additional shares
and seeking representation on the board of trustees.
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. BIGP, Phillip
Goldstein, Andrew Dakos and accounts managed by the reporting
persons beneficially own an aggregate of 4,584,725 shares of
MGF or 8.93% 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) unless previously reported:
Date # of shares Price
3/14/2007 90000 6.6357
3/14/2007 10000 6.6357
3/14/2007 30000 6.6357
3/14/2007 10000 6.6357
3/14/2007 11000 6.6357
3/14/2007 36000 6.6357
3/15/2007 65000 6.6465
3/15/2007 6000 6.6465
3/15/2007 20000 6.6465
3/15/2007 10000 6.6465
3/15/2007 7000 6.6465
3/15/2007 22000 6.6465
3/22/2007 2000 6.66
3/23/2007 10000 6.65
3/27/2007 100000 6.6898
3/27/2007 17500 6.6898
3/27/2007 35000 6.6898
3/27/2007 10000 6.6898
3/27/2007 19500 6.6898
3/27/2007 63000 6.6898
3/28/2007 60800 6.6834
3/28/2007 12600 6.6834
3/28/2007 14000 6.6834
3/28/2007 6000 6.6834
3/28/2007 15000 6.6834
3/28/2007 48600 6.6834
3/29/2007 129000 6.69
3/29/2007 18000 6.69
3/29/2007 22000 6.69
3/29/2007 10000 6.69
3/29/2007 21000 6.69
3/29/2007 69000 6.69
3/30/2007 58300 6.672
4/3/2007 8000 6.69
4/4/2007 2800 6.68
4/9/2007 40000 6.665
4/9/2007 5000 6.665
4/9/2007 5000 6.665
4/10/2007 15000 6.62
4/10/2007 3600 6.62
4/11/2007 14100 6.62
4/18/2007 4900 6.66
4/19/2007 2300 6.66
4/25/2007 15000 6.6983
4/25/2007 10000 6.6983
4/25/2007 20000 6.6983
4/25/2007 80900 6.6983
4/26/2007 9800 6.7
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. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement
Dated: 4/30/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name:: Andrew Dakos
Exhibit 1. Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below
agree to the joint filing on behalf of each of them of the
Schedule 13D (and all further amendments filed by them)
with respect to the shares of MGF.
Dated: 4/30/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos