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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>item77b.txt
<TEXT>

Report of Independent Registered Public Accounting Firm
The Board of Directors
Western Asset Intermediate Muni Fund Inc.:

In planning and performing our audit of the financial statements of
Western Asset Intermediate Muni Fund Inc., as of and for the year ended
November 30, 2010, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered the
Fund's internal control over financial reporting, including controls
over 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.
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 generally accepted accounting principles.  A
fund's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the fund are being
made only in accordance with authorizations of management and trustees
of the fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of
the 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 deficiency in internal control over financial reporting 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 material
weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Fund's annual or interim
financial statements will not be prevented or detected on a timely
basis.



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 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 over safeguarding
securities, that we consider to be a material weakness as defined above
as of November 30, 2010.
This report is intended solely for the information and use of management
and the Board of Directors of Western Asset 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.


/s/KPMG LLP
New York, New York
January 20, 2011



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