<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>vote.txt
<DESCRIPTION>VOTING LETTER
<TEXT>





Results of  the Annual  Meeting of Shareholders

The Annual Meeting of Shareholders of the Intermediate Muni
Fund, Inc. was held on April 29, 2004, for the purpose of
considering and voting upon the election of three Class II
Directors, each for a three-year term. At the Meeting the
holders of the Preferred Stock voting separately, voted on a
Preferred Class Director. The following table provides
information concerning the matters voted on at the Meeting.

Election of Directors*

Nominees            Votes For                Votes Withheld

Paul Hardin              12,513,674
154,494
(Preferred Stockholders only)    1,794,000
2,000

Roderick C. Rasmussen    12,517,920
150,248


John P. Toolan      12,511,951
156,217

 * The following Directors representing the balance of the
Board of Directors continue to serve as Directors: Lee
Abraham, Alan J. Bloostein, Jane R. Dasher, Donald R. Foley,
R.Jay Gerken, Richard E. Hanson Jr.,

</TEXT>
</DOCUMENT>
