<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>auditletter77b.txt
<TEXT>
The Shareholders and Board of Directors
Intermediate Muni Fund, Inc.





   Report of Independent Registered Public Accounting Firm


The Shareholders and Board of
Directors
Intermediate Muni Fund, Inc.:

In  planning  and  performing our  audit  of  the  financial
statements of Intermediate Muni Fund, Inc. as of and for the
year  ended  December  31,  2005,  in  accordance  with  the
standards  of the Public Company Accounting Oversight  Board
(United  States),  we considered its internal  control  over
financial   reporting,  including  control  activities   for
safeguarding  securities,  as  a  basis  for  designing  our
auditing  procedures  for  the  purpose  of  expressing  our
opinion  on the financial statements and to comply with  the
requirements  of  Form N-SAR, but not  for  the  purpose  of
expressing  an  opinion on the effectiveness of  the  Fund's
internal  control over financial reporting. Accordingly,  we
express no such opinion.

The  management of the Fund is responsible for  establishing
and  maintaining effective internal control  over  financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the  expected
benefits  and related costs of controls.  A fund's  internal
control  over financial reporting is a process  designed  to
provide  reasonable assurance regarding the  reliability  of
financial   reporting  and  the  preparation  of   financial
statements  for  external purposes in accordance  with  U.S.
generally  accepted  accounting principles.   Such  internal
control   includes  policies  and  procedures  that  provide
reasonable   assurance   regarding  prevention   or   timely
detection of unauthorized acquisition, use or disposition of
a  fund's  assets that could have a material effect  on  the
financial statements.

Because  of its inherent limitations, internal control  over
financial reporting may not prevent or detect misstatements.
Also,  projections  of any evaluation  of  effectiveness  to
future  periods  are subject to the risk that  controls  may
become inadequate because of changes in conditions, or  that
the degree of compliance with the policies or procedures may
deteriorate.

A  control deficiency exists when the design or operation of
a  control  does not allow management or employees,  in  the
normal  course  of performing their assigned  functions,  to
prevent  or  detect  misstatements  on  a  timely  basis.  A
significant   deficiency   is  a  control   deficiency,   or
combination of control deficiencies, that adversely  affects
the  fund's ability to initiate, authorize, record,  process
or  report  external financial data reliably  in  accordance
with U.S. generally accepted accounting principles such that
there  is  more than a remote likelihood that a misstatement
of the fund's annual or interim financial statements that is
more than inconsequential will not be prevented or detected.
A   material  weakness  is  a  significant  deficiency,   or
combination  of  significant deficiencies, that  results  in
more  than  a remote likelihood that a material misstatement
of  the  annual or interim financial statements will not  be
prevented or detected.
Our  consideration  of  the  Fund's  internal  control  over
financial reporting was for the limited purpose described in
the  first paragraph and would not necessarily disclose  all
deficiencies  in internal control that might be  significant
deficiencies   or   material  weaknesses   under   standards
established by the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies  in  the
Fund's  internal  control over financial reporting  and  its
operation,  including  controls for safeguarding  securities
that  we consider to be a material weakness as defined above
as of December 31, 2005.

This  report is intended solely for the information and  use
of  management  and the Board of Directors  of  Intermediate
Muni  Fund,  Inc. and the Securities and Exchange Commission
and  is  not intended to be and should not be used by anyone
other than these specified parties.





New York, New York
February 22, 2006























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</DOCUMENT>
