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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000899140-03-001010.txt : 20031202
<SEC-HEADER>0000899140-03-001010.hdr.sgml : 20031202
<ACCEPTANCE-DATETIME>20031202160745
ACCESSION NUMBER:		0000899140-03-001010
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031125
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20031202

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERMEDIATE MUNI FUND INC
		CENTRAL INDEX KEY:			0000882300
		IRS NUMBER:				133643581
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-06506
		FILM NUMBER:		031032840

	BUSINESS ADDRESS:	
		STREET 1:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
		BUSINESS PHONE:		2126985344

	MAIL ADDRESS:	
		STREET 1:		388 GREENWICH ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10013

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19920909

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SMITH BARNEY INTERMEDIATE QUALITY MUNICIPAL FUND INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>i1301732a.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 25, 2003
                                                        -----------------


                          Intermediate Muni Fund, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Maryland                      811-6506                13-3643581
- --------------------------------------------------------------------------------
(State or other jurisdiction of         (Commission             (IRS Employer
         incorporation)                 File Number)         Identification No.)


300 First Stamford Place, 4th Floor, Stamford, CT                          06902
- -------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


        Registrant's telephone number, including area code (203) 890-7029
                                                           --------------

<PAGE>


                          Intermediate Muni Fund, Inc.
                           CURRENT REPORT ON FORM 8-K

Item 7. Financial Statements and Exhibits.

(c)  Exhibits.

     Exhibit Number
     --------------

     99.1  Intermediate Muni Fund, Inc. press release, dated December 1, 2003.

Item 9. Regulation FD Disclosure.

On December 1, 2003, Intermediate Muni Fund, Inc. (the "Fund") issued a press
release with respect to a memo released on November 25, 2003 by Citigroup Asset
Management ("CAM"), the business unit of which the Fund's investment manager is
a part, to CAM's senior staff.

Exhibit 99.1 is a copy of the press release. The press release is being
furnished pursuant to Item 9 of this Current Report on Form 8-K, and the
information contained in Exhibit 99.1 shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities under Section 18. Furthermore, the
information contained in Exhibit 99.1 shall not be deemed to be incorporated by
reference into the filings of the Fund under the Securities Act of 1933, as
amended.

<PAGE>


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Intermediate Muni Fund, Inc.
                                        (Registrant)
Date: December 2, 2003                  /s/ Thomas C. Mandia
      ----------------                  ------------------------------
                                        (Signature)
                                        Name:  Thomas C. Mandia
                                        Title: Assistant Secretary

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number
- --------------

99.1     Press release of the Fund, dated December 1, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>i1301732b.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


                           INTERMEDIATE MUNI FUND INC.
                                ISSUES STATEMENT

NEW YORK - (PRNewswire-FirstCall) - December 1, 2003 Intermediate Muni Fund
Inc., which is traded on the American Stock Exchange under the symbol "SBI,"
issued today the following statement:

The Fund has received the following information from Citigroup Asset Management
("CAM"), the Citigroup business unit which includes the Fund's Investment
Manager and other investment advisory companies, all of which are indirect,
wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an
affiliate, into the transfer agent business in the period 1997-1999. As CAM
currently understands the facts, at the time CAM decided to enter the transfer
agent business, CAM sub-contracted for a period of five years certain of the
transfer agency services to a third party and also concluded a revenue guarantee
agreement with this sub-contractor providing that the sub-contractor would
guarantee certain benefits to CAM or its affiliates (the "Revenue Guarantee
Agreement"). In connection with the subsequent purchase of the sub-contractor's
business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by
CAM on many of the funds it manages, this Revenue Guarantee Agreement was
amended eliminating those benefits in exchange for arrangements that included a
one-time payment from the sub-contractor.

The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue
Guarantee Agreement with the sub-contractor at the time the Boards considered
and approved the transfer agent arrangements. Nor were the Boards informed of
the subsequent amendment to the Revenue Guarantee Agreement when that occurred.

CAM has begun to take corrective actions. CAM will pay to the applicable funds
$16 million (plus interest) that CAM and its affiliates received from the
Revenue Guarantee Agreement and its amendment. CAM also plans an independent
review to verify that the transfer agency fees charged by CAM were fairly priced
as compared to competitive alternatives. CAM is instituting new procedures and
making changes designed to ensure no similar arrangements are entered into in
the future.

CAM has briefed the SEC, the New York State Attorney General and other
regulators with respect to this matter, as well as the U.S. Attorney who is
investigating the matter. CAM is cooperating with governmental authorities on
this matter.

The Fund's transfer agent is PFPC Inc., which is not affiliated with CAM.

Intermediate Muni Fund Inc., a diversified investment management company, is
managed by Smith Barney Fund Management LLC, an indirect wholly owned subsidiary
of Citigroup Inc.

Contact: Brenda Grandell
         Director, Closed-End Funds
         Citigroup Asset Management
         1-212-291-3775

Investor Relations: 1-888-735-6507

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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