FORM OF TRANSFER AND ASSUMPTION OF

                INVESTMENT MANAGEMENT AGREEMENT

                            for

         SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.





     TRANSFER AND ASSUMPTION OF MANAGEMENT AGREEMENT, made
as of the 31st day of December, 1994, by and among Smith
Barney Intermediate Municipal Fund, Inc. (the "Company"), a
corporation organized under the laws of the State of
Maryland, Mutual Management Corp., a New York corporation
("MMC") and Smith Barney Mutual Funds Management Inc., a
Delaware corporation ("SBMFM").


     WHEREAS, the Company is registered with the Securities
and Exchange Commission as a closed-end management
investment company under the Investment Company Act of
1940, as amended (the "Act"); and


     WHEREAS, the Company, and MMC entered into a
Management Agreement on February 27, 1992 under which MMC
serves as the investment manager (the "Investment Manager")
for the Company; and


     WHEREAS, MMC desires that its interest, rights,
responsibilities and obligations in and under the
Management Agreement be transferred to SBMFM and SBMFM
desires to assume MMC's interest, rights, responsibilities
and obligations in and under the Management Agreement; and


     WHEREAS, this Agreement does not result in a change of
actual control or management of the Investment Manager to
the Company and, therefore, is not an "assignment" as
defined in Section 2(a)(4) of the Act nor an "assignment"
for the purposes of Section 15(a)(4) of the Act.


     NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as
follows:


     1.   Assignment.  Effective as of December 31, 1994
(the "Effective Date"), MMC hereby transfers to SBMFM all
of MMC's interest, rights, responsibilities and obligations
in and under the Management Agreement dated February 27,
1992, to which MMC is a party with the Company.


   2.   Assumption and Performance of Duties.  As of the
Effective Date, SBMFM hereby accepts all of MMC's interest
and rights, and assumes and agrees to perform all of MMC's
responsibilities and obligations in and under the
Management Agreement; SBMFM agrees to be subject to all of
the terms and conditions of said Agreement; and SBMFM shall
indemnify and hold harmless MMC from any claim or demand
made thereunder arising or incurred after the Effective
Date.
    3.   Representation of SBMFM.  SBMFM represents and
warrants that :  (1) it is registered as an investment
adviser under the Investment Advisers Act of 1940, as
amended; and (2) Smith Barney Holdings Inc. is its sole
shareholder.

    4.   Consent.  The Company hereby consents to this
transfer by MMC to SBMFM of MMC's interest, rights,
responsibilities and obligations in and under the
Management Agreement and to acceptance and assumption by
SBMFM of the same.  The Company agrees, subject to the
terms and conditions of said Agreement, to look solely to
SBMFM for the performance of the Investment Manager's
responsibilities and obligations under said Agreement from
and after the Effective Date, and to recognize as inuring
solely to SBMFM the interest and rights heretofore held by
MMC thereunder.

     5.   Counterparts.  This Agreement may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
     IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized
officers hereunto duly attested.
Attest:


                                                  By:
Secretary                     Smith Barney Intermediate
Municipal Fund, Inc.

                              Date: December 31, 1994



Attest:


                                                  By:
Secretary
                              Mutual Management Corp.

                              Date:December 31, 1994

Attest:


Secretary                     By:
                              Smith Barney Mutual Funds
Management Inc.
                              Date:December 31, 1994