Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of  1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:

[   ] Preliminary proxy statement
[X] Definitive proxy statement
[   ] Definitive additional materials
[   ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Intermediate Muni Fund, Inc.
(Name of Registrant as Specified in its Charter)

Gordon Swartz
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X]   No longer applicable
[   ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1)	Title of each class of securities to which the
transaction applies:

(2)	Aggregate number of securities to which transactions
applies:

(3)	Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:1

(4)	Proposed maximum aggregate value of transaction:

	[   ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

1.  Set forth the amount on which the filing fee is calculated and
state how it  was determined.


<PAGE>


                          INTERMEDIATE MUNI FUND, INC.
                            Seven World Trade Center
                            New York, New York 10048


                              ---------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                              ---------------------


                          To Be Held on April 20, 2001

To the Stockholders of Intermediate Muni Fund, Inc.:

      The Annual Meeting of Stockholders of Intermediate Muni Fund, Inc. (the
"Fund") will be held at the Fund's offices at Seven World Trade Center, New
York, New York, Downtown Conference Center, Mezzanine Level, on April 20, 2001
at 10:00 A.M. (New York Time) for the following purposes:


            1. To elect three Class II directors, each to hold office for the
      term indicated and until his or her successor shall have been elected and
      qualified;


            2. To transact such other business as may properly come before the
      meeting or any adjournments thereof.

      The Board of Directors has fixed the close of business on March 2, 2001 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting and any adjournments thereof.


                                       By Order of the Board of Directors

                                       Christina T. Sydor
                                       Secretary


New York, New York
March 21, 2001


                              ---------------------

      IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON
OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE>


                          INTERMEDIATE MUNI FUND, INC.
                            Seven World Trade Center
                            New York, New York 10048


                              ---------------------

                                 PROXY STATEMENT

                              ---------------------

                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 20, 2001


                                  INTRODUCTION

      This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Intermediate Muni Fund, Inc. (the
"Fund") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Fund, to be held at the Fund's principal executive offices at
Seven World Trade Center, Downtown Conference Center, Mezzanine Level, New York,
New York 10048, on April 20, 2001 at 10:00 A.M. (New York Time), and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice").

      The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain officers,
directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon Smith
Barney"), which makes a market in the Fund's shares; SSB Citi Fund Management
LLC ("SSB Citi" or the "Manager"), the Fund's investment manager; and/or PFPC
Global Fund Services ("PFPC"), the Fund's transfer agent, may solicit proxies in
person or by telephone, telegraph, or mail. Salomon Smith Barney and SSB Citi
are each located at Seven World Trade Center, New York, New York 10048; PFPC is
located at 101 Federal Street, Boston, Massachusetts 02110.

      The Annual Report of the Fund, including audited financial statements for
the fiscal year ended December 31, 2000, has previously been furnished to all
stockholders of the Fund. This proxy statement and form of proxy are first being
mailed to stockholders on or about March 21, 2001. The Fund will provide,
without charge, additional copies of the annual report to any stockholder upon
request by calling the Fund at 1-800-331-1710.

      All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" the proposal. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have


<PAGE>


not received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. Because the requisite approval of the proposal is
measured by a portion of the votes actually cast, abstentions and broker
"non-votes" will have no impact on the approval of a proposal. Proposal 1
requires for approval the affirmative vote of a plurality of the votes cast at
the Meeting with a quorum present. Any proxy may be revoked at any time prior to
the exercise thereof by submitting another proxy bearing a later date, by giving
written notice to the Secretary of the Fund at the Fund's address indicated
above, or by voting in person at the Meeting.


      The Board knows of no business other than that specifically mentioned in
the Notice to be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.


      The Board of Directors of the Fund has fixed the close of business on
March 2, 2001 as the record date (the "Record Date") for the determination of
stockholders of the Fund entitled to notice of and to vote at the Meeting or any
adjournment thereof. Stockholders of the Fund on that date will be entitled to
one vote on each matter for each share held, and a fractional vote with respect
to fractional shares, with no cumulative voting rights. At the Record Date, the
Fund had outstanding 14,004,749.706 shares of Common Stock, par value $.001 per
share, the only authorized class of stock, of which 13,684,678.294 shares, or
97.71% were held in accounts, but not beneficially owned by, CEDE & CO., as
nominee for The Depository Trust Company, Box 20, Bowling Green Station, New
York, NY 10004-9998. At the Record Date, no single shareholder or "group" (as
that term is used in Section 13(d) of the Securities Exchange Act of 1934) to
the knowledge of the Board or the Fund, owned beneficially more than 5% of the
outstanding shares of the Fund. As of the Record Date, the officers and Board
members of the Fund in the aggregate beneficially owned less than 1% of the
outstanding shares of the Fund.

      In the event that a quorum is not present, or if sufficient votes in favor
of the proposal set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies may
move for one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to such proposal. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposal
that is the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares present at the Meeting. The persons
named as proxies will vote in favor of such adjournment those shares which they
are entitled to vote and which have voted in favor of such proposal.



                                       2
<PAGE>

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS


      The Board of Directors of the Fund is currently classified into three
classes. The directors serving in Class II have terms expiring at the Meeting;
the Class II Directors currently serving on the Board have been nominated by the
Board of Directors for re-election at the Meeting to serve for a term of three
years (until the 2004 Annual Meeting of Stockholders) or until their successors
have been duly elected and qualified. The affirmative vote of a plurality of the
votes cast at the Meeting at which a quorum is present is sufficient to elect
each nominee. It is the intention of the persons named in the enclosed proxy to
vote in favor of the election of the persons listed below as nominees.


      The Board knows of no reason why any of the Class II nominees listed below
will be unable to serve, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominees as the Board may
recommend.


      Certain information concerning the nominees is set forth below. All of the
nominees for Class II currently serve as Directors of the Fund. Any director
affiliated with the Manager or otherwise considered an "interested person" of
the Fund, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act") is indicated by an asterisk (*). Information as to beneficial
ownership is based upon information furnished to the Fund by Directors.


                   Persons Nominated for Election as Directors


<TABLE>
<CAPTION>

Number of Shares
                                          Principal Occupations
and % Beneficially
                                         During Past Five Years,
Owned as of
     Name                             Other Directorships, and Age
March 2, 2001
    ------                            ----------------------------
------------------
<S>                        <C>
<C>
CLASS II DIRECTORS

Paul Hardin
  Director since 1994      Professor of Law and Chancellor Emeritus at the
None
                           University of North Carolina at Chapel Hill;
Director/
                           Trustee of 13 investment companies associated with
                           Citigroup Inc. ("Citigroup"); Formerly, Director of
                           The Summit Bancorporation; Formerly, Chancellor of
                           the University of North Carolina at Chapel Hill; age
69.

Roderick C. Rasmussen
  Director since 1992      Investment Counselor; Director/Trustee of 11
investment
262.265
                           companies associated with Citigroup; Formerly, Vice
(less than 1%)
                           President of Dresdner and Company Inc. (investment
                           counselors); age 74.

John P. Toolan
  Director since 1992      Retired; Director/Trustee of 11 investment companies
None
                           associated with Citigroup; Trustee of John Hancock
Funds.
                           Formerly, Director and Chairman of the Smith Barney
                           Trust Company, Director of Smith Barney Holdings Inc.
                           and various subsidiaries; Formerly, Senior Executive
Vice
                           President, Director and Member of the Executive
                           Committee of Smith Barney; age 70.
</TABLE>



                                       3
<PAGE>


      The remainder of the Board currently constitutes the Class I and Class III
directors, none of whom will stand for election at the Meeting, as their terms
are not due to expire until the year 2003 and 2002, respectively.


                         Directors Continuing in Office


<TABLE>
<CAPTION>

Number of Shares
                                          Principal Occupations
and % Beneficially
                                         During Past Five Years,
Owned as of
     Name                             Other Directorships, and Age
March 2, 2001
    ------                            ----------------------------
-
-----------------
<S>                        <C>
<C>
CLASS I DIRECTORS

Heath B. McLendon*
  Director since 1995      Managing Director of Salomon Smith Barney; Chairman,
982**
                           Co-Chairman, President and/or Trustee/Director of the
Board
(less than 1%)
                           of 77 investment companies associated with Citigroup;
Director
                           and President of SSB Citi and Travelers Investment
Adviser,
                           Inc. ("TIA"); age 67.

Allan J. Bloostein
  Director since 1999      President of Allan J. Bloostein Associates, a
consulting firm;
None
                           Director/Trustee of 18 investment companies
associated with
                           Citigroup; Director of CVS Corporation, a drugstore
chain, and
                           Taubman Centers Inc., a real estate development
company;
                           Retired Vice Chairman and Director of The May
Department
                           Stores Company; age 71.

Richard E. Hanson, Jr.
  Director since 1999      Retired; Formerly, Head of The New Atlanta Jewish
Community
None
                           High School; Director/Trustee of 11 investment
companies
                           associated with Citigroup. Formerly Headmaster, The
Peck
                           School, Morristown, New Jersey; age 59.


CLASS III DIRECTORS


Lee Abraham
  Director since 1999      Retired; Director/Trustee of 11 investment companies
associated
None
                           with Citigroup.  Director of R.G. Barry Corp., a
footwear
                           manufacturer and Signet Group plc, a specialty
retailer and
                           eNote.com, Inc., a computer hardware company.
Formerly,
                           Chairman and Chief Executive Officer of Associated
Merchandising
                           Corporation, a major retail merchandising and
sourcing
                           organization and formerly, Director of Galey & Lord,
an apparel
                           manufacturer and Liz Claiborne, a specialty retailer;
age 73.

Jane F. Dasher
  Director since 1999      Investment Officer of Korsant Partners, a family
investment
None
                           company; Director/Trustee of 11 investment company
associated
                           with Citigroup. Prior to 1997, an Independent
Financial Consultant;
                           age 51.

Donald R. Foley
  Director since 1992      Retired; Director/Trustee of 11 investment companies
associated with
6934.518
                           Citigroup. Formerly Vice President of Edwin Bird
Wilson, Inc.
(less than 1%)
                           (advertising); age 78.
</TABLE>

----------
*     Designates a Director who is affiliated with the Manager and considered an
      "interested person" of the Fund as defined under the 1940 Act.


**    Includes shares owned by members of this director's family.


                                       4
<PAGE>


                           Beneficial Ownership Report

      Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Fund's equity securities, to file reports of
ownership with the Securities and Exchange Commission, the American Stock
Exchange and the Fund. Based solely upon its review of the copies of such forms
received by it and representations from such persons, the Fund believes that,
during fiscal year 2000, all filing requirements applicable to such persons were
satisfied.

                      Committees of the Board of Directors

      The Fund has no compensation committee of the Board of Directors, or any
committee performing similar functions. The Fund has an administrative and
governance committee composed of Lee Abraham, Donald R. Foley, Richard E.
Hanson, Jr., and Paul Hardin, which acts as a nominating committee of the Board
of Directors. The Fund has an audit and investment performance committee
comprised solely of members who are independent. The audit committee is charged
with recommending a firm of independent auditors to the Board of Directors and
reviewing the Fund's accounting matters as set forth in the committee's charter,
which is attached hereto as Appendix A. The Directors of these respective
committees are not "interested persons" of the Fund as defined under the 1940
Act (the "independent directors").

      Seven meetings of the Board were held between January 1, 2000 and December
31, 2000, four of which were regular meetings. Four administrative and
governance committee meetings were held. Two Audit Committee meetings were also
held. There were no nominating committee meetings held. No incumbent Director
attended less than 75% of these meetings.

      Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees and expenses (including reimbursement for
travel and out-of-pocket expenses) of $10,128 were paid to such directors by the
Fund Complex during the fiscal year ended on December 31, 2000. Fees for the
independent directors, who also serve as board members of certain other funds
sponsored by or affiliated with Salomon Smith Barney, are currently set at
$60,000 per annum plus a per meeting fee of $2,500, with respect to in-person
meetings and $100 for each telephone meeting. None of the officers of the Fund
received any compensation from the Fund for such period. Officers and interested
directors of the Fund are compensated by Salomon Smith Barney.



                                       5
<PAGE>

                                  COMPENSATION


      The following table shows the compensation paid by the Fund to each person
who was a Director during the Fund's last fiscal year ended December 31, 2000:

                               Compensation Table

<TABLE>
<CAPTION>
                                                             Compensation
                                                               from Fund
                          Aggregate                             and Fund
Total
                        Compensation        Pension or          Complex
Number of
                          from Fund         Retirement      Paid to Directors
Funds for
                       for the Fiscal    Benefits Accrued   for the Calendar
Which Director
                         Year Ended         as part of         Year Ended
Serves Within
     Name of Person       12/31/00         Fund Expenses        12/31/00
Fund Complex
     ---------------------------------------------------------------------------
---------------
<S>                        <C>                  <C>             <C>
<C>
Lee Abraham                $ 47                 0               $ 72,800
11
Allan J. Bloostein          147                 0                108,900
18
Jane F. Dasher              248                 0                 75,000
11
Donald R. Foley*            248                 0                 74,900
11
Richard E. Hanson, Jr.      248                 0                 74,800
11
Paul Hardin                 248                 0                 93,150
13
Heath B. McLendon+            0                 0                      0
77
Roderick C. Rasmussen*      248                 0                 74,900
11
John P. Toolan*             248                 0                 74,900
11
</TABLE>


----------
+     Designates a director who is an "interested person" of the Fund as defined
      under the 1940 Act.


*     Pursuant to the Fund's deferred compensation plan, the indicated Directors
      have elected to defer the following amounts of their compensation from the
      Fund: Donald R. Foley: $17, Roderick C. Rasmussen: $21 and John P. Toolan:
      $248, and the following amounts of their total compensation from the Fund
      Complex: Donald R. Foley: $24,000, Roderick C. Rasmussen: $30,000 and John
      P. Toolan: $74,900.

      Upon attainment of age 72 the Fund's current directors may elect to change
      to emeritus status. Any directors elected or appointed to the Board of
      Directors in the future will be required to change to emeritus status upon
      attainment of age 80. Directors Emeritus are entitled to serve in emeritus
      status for a maximum of 10 years during which time they are paid 50% of
      the annual retainer fee otherwise applicable to the Fund's directors,
      together with reasonable out-of-pocket expenses for each meeting attended.
      During the Fund's last fiscal year, total compensation paid by the Fund to
      Directors Emeritus totalled $0.

                             Audit Committee Report

      The purposes of the Fund's Audit Committee are set forth in the Charter
included as Appendix A. The purposes include assisting the Board of Directors in
its oversight of the Fund's financial reporting process and internal controls,
the Fund's financial statements and the selection of the Fund's independent
accountants. Management, however, is responsible for the preparation,
presentation and integrity of the Fund's financial statements, and the
independent accountants are responsible for planning and carrying out proper
audits and reviews.

      In connection with the audited financial statements as of and for the year
ended December 31, 2000 included in the Fund's Annual Report for the year ended



                                       6
<PAGE>


December 31, 2000 (the "Annual Report"), at a meeting held on February 21, 2001,
the Audit Committee considered and discussed the audited financial statements
with management and the independent accountants, and discussed the audit of such
financial statements with the independent accountants.

      In addition, the Audit Committee discussed with the independent
accountants the quality, and not just the acceptability under generally accepted
accounting principles, of the accounting principles applied by the Fund, and
such other matters brought to the attention of the Audit Committee by the
independent accountants required by Statement of Auditing Standards No. 61, as
currently in effect. The Audit Committee also received from the independent
accountants the written statement required by Independence Standards Board
Statement No. 1, as currently in effect, delineating relationships between the
independent accountants and the Fund and discussed the impact that any such
relationships may have on the objectivity and independence of the independent
accountants.

      The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing including auditor independence. Moreover, the Committee
relies on and makes no independent verification of the facts presented to it or
representations made by management or the independent accountants. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures, designed
to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide any assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
accounting standards, that the financial statements are presented in accordance
with generally accepted accounting principles or that the Fund's auditors are in
fact "independent."

      The Audit Committee also met on March 14, 2001 (to consider and discuss
the audit committee charter for the year ended December 31, 2000 with management
and the independent accountants).

      Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitations on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Fund's Annual Report.

                              Respectfully submitted,


                              Allan J. Bloostein       Roderick C. Rasmussen
                              Jane F. Dasher           John P. Toolan



                                       7
<PAGE>


                                Current Officers

      The following is a list of the current executive officers of the Fund, all
of whom have been elected by the directors to serve until their respective
successors are elected:


<TABLE>
<CAPTION>
                      Offices and Positions        Period          Principal
Occupations During
Name                      Held with Fund         Offices Held         Past Five
Years and Age
----                      --------------         ------------         ----------
-------------
<S>                     <C>                      <C>               <C>
Heath B. McLendon       Chairman of the          1995 to date      (see table of
directors above)
                        Board, President
                        and Chief Executive
                        Officer


Lewis E. Daidone        Senior Vice President    1992 to date      Managing
Director of Salomon Smith
                        and Treasurer                              Barney;
Senior Vice President or
                                                                   Executive
Vice President and
Treasurer
                                                                   of 83
investment companies
associated
                                                                   with
Citigroup; Director and
Senior
                                                                   Vice
President of the Manager and
TIA;
                                                                   43.

Peter M. Coffey         Vice President           1992 to date      Managing
Director of Salomon Smith
                                                                   Barney and
investment officer of
                                                                   certain other
investment companies
                                                                   associated
with Citigroup; 56.

Christina T. Sydor      Secretary                1992 to date      Managing
Director of Salomon Smith
                                                                   Barney;
Secretary of 60 investment
                                                                   companies
associated with
Citigroup;
                                                                   Secretary and
General Counsel of
the
                                                                   Manager and
TIA; 50.

Paul Brook              Controller               1998 to date      Director of
Salomon Smith Barney
                                                                   and
Controller or Assistant
Treasurer
                                                                   of 42
investment companies
                                                                   associated
with Citigroup; Prior
to
                                                                   1998,
Managing Director of AMT
                                                                   Capital
Services Inc.; Prior to
1997,
                                                                   Partner with
Ernst & Young LLP;
47.

</TABLE>


      THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.



                                       8
<PAGE>


                           Disclosure of Auditor Fees

      Audit Fees. Audit fees billed by the Fund to KPMG LLP ("KPMG") in
connection with the Fund's annual audit for the year ended December 31, 2000 was
$14,000.

      Financial Information Systems Design and Implementation. KPMG was not
engaged by the Fund, its investment adviser, or any entity controlling,
controlled by, or under common control with the investment adviser that provides
services to the Fund, to provide financial information systems design or
implementation services.

      All other Fees. The aggregate fees billed for non-audit services by KPMG
and paid by the Fund, its investment adviser, or any entity controlling,
controlled by, or under common control with the investment adviser that provides
services to the Fund was $1,900 (tax compliance services).

                       SUBMISSION OF STOCKHOLDER PROPOSALS

      Stockholder proposals intended to be presented at its 2002 Annual Meeting
of Stockholders of the Fund must be received by November 21, 2001 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 2002 Annual Meeting of Stockholders will be held in April
of 2002. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under the federal securities laws.

      The persons named as proxies for the Annual Meeting of Stockholders for
2002 will have discretionary authority to vote on any matter presented by a
stockholder for action at that meeting unless the Fund receives notice of the
matter by February 4, 2002, in which case these persons will not have
discretionary voting authority except as provided in the Securities and Exchange
Commission's rules governing stockholder proposals.

                                  OTHER MATTERS

      The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.


                                       By Order of the Board of Directors,


                                       Christina T. Sydor
                                       Secretary


March 21, 2001

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.



                                       9
<PAGE>


                                                                      Appendix A

                          INTERMEDIATE MUNI FUND, INC.
                             AUDIT COMMITTEE CHARTER

      I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom shall have no relationship
to the Company that may interfere with the exercise of their independence from
management and the Company and shall otherwise satisfy the applicable membership
requirements under the rules of the New York Stock Exchange, Inc. as such
requirements are interpreted by the Board of Directors in its business judgment.

      II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:

            1. in its oversight of the Company's accounting and financial
      reporting principles, policies and controls, and audit processes;

            2. in its oversight of the Company's financial statements and the
      independent audit thereof;

            3. in selecting, evaluating and, where deemed appropriate, replacing
      the outside auditors; and

            4. in evaluating the independence of the outside auditors.

      The function of the Audit Committee is oversight. The management of the
Company is responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and the internal auditing department
are responsible for maintaining appropriate accounting and financial reporting
principles and policies and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
outside auditors are responsible for planning and carrying out a proper audit of
the Company's annual financial statement in accordance with Generally Accepted
Auditing Standards. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time employees of
the Company and are not, and do not represent themselves to be, accountants or
auditors by profession or experts in the fields of accounting or auditing
including the issue of auditor independence. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures or to set auditor
independence standards, and each member of the Audit Committee shall be entitled
to rely on (i) the integrity of those persons and organizations within and
outside the Company from which it receives information (ii) the accuracy of the
financial and other information provided to the Audit Committee by such persons
and organizations absent actual knowledge to the contrary (which shall be
promptly reported to the Board of Directors) and (iii) representations made by
management of the Company or of SSB Citi Fund Management LLC ("SSB Citi") as to
any information technology, internal audit and other non-audit services provided
by the



                                       A-1
<PAGE>


outside auditors of the Company to the Company, SSB Citi and any entity
controlling, controlled by or under common control with SSB Citi that provides
services to the Company ("SSB Affiliates").

      The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of Directors,
with the assistance of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the outside
auditors.

      The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside auditors and
the Company ("Statement as to Independence") which, in the auditor's
professional judgement may be reasonably thought to bear on independence,
addressing each non-audit service provided to the Company, SSB Citi and the SSB
Affiliate and at least the matters set forth in Independence Standards Board No.
1. The Statement as to Independence shall also identify any audit, tax or
consulting services to the custodian, or other service providers to the Company,
and to other investment companies advised by the Company's investment adviser or
administered by the Company's administrator, as the Audit Committee and the
outside auditors may agree. These professional services may include those
relating to the services provided by such service providers to the Company or
any other services that the outside auditors or the Committee believe may bear
on the outside auditor independence with respect to the Company. The Audit
Committee acknowledges that the disclosure of such services provided by the
outside auditors may be limited by the Code of Professional Conduct of the
American Institute of Certified Public Accountants.

      The outside auditors shall submit to the Company annually a formal written
statement of the fees billed for each of the following categories of services
rendered by the outside auditors: (i) the audit of the Company's financial
statements; (ii) information technology consulting services provided to the
Company, SSB Citi, and the SSB Citi Affiliates for the most recent fiscal year,
in the aggregate and, (iii) all other services provided to the Company, SSB
Citi, and the SSB Citi Affiliates by the outside auditors for the most recent
fiscal year, in the aggregate.

      III. Meetings of the Audit Committee: The Audit Committee shall meet at
least annually with the outside auditors to discuss the annual audited financial
statements and results of their audit. The Audit Committee may request any
officer or employee of the Company or the Company's outside counsel or outside
auditors to attend a meeting of the Audit Committee or to meet with any members
of, or consultants to, the Audit Committee.

      IV. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:

            1. to provide advice to the Board of Directors in selecting,
      evaluating or replacing outside auditors;



                                      A-2
<PAGE>


            2. to review the fees charged by the outside auditors for audit and
      non-audit services;

            3. to ensure that the outside auditors prepare and deliver annually
      a Statement as to Independence (it being understood that the outside
      auditors are responsible for the accuracy and completeness of this
      Statement), to discuss with the outside auditors any relationships or
      services disclosed in this Statement that may impact the objectivity and
      independence of the Company's outside auditors and to recommend that the
      Board of Directors take appropriate action in response to this Statement
      to satisfy itself of the outside auditors' independence;

            4. If applicable, to consider whether the outside auditors'
      provision to the Company, SSB Citi Affiliates of (a) information
      technology consulting services relating to financial information systems
      design and implementation and (b) other non-audit services is compatible
      with maintaining the independence of the outside auditors; and

            5. to instruct the auditors that the outside auditors are ultimately
      accountable to the Board of Directors and Audit Committee;

            6. to advise management and the outside auditors that they are
      expected to provide to the Audit Committee a timely analysis of
      significant financial reporting issues and practices;

            7. to consider any reports or communications (and management's
      responses thereto) submitted to the Audit Committee by the outside
      auditors required by or referred to in SAS 61 (as codified by AU Section
      380), as may be modified or supplemented, including reports and
      communications related to:

            o     deficiencies noted in the audit in the design or operation of
                  internal controls;

            o     consideration of fraud in a financial statement audit;

            o     detection of illegal acts;

            o     the outside auditors' responsibility under generally accepted
                  auditing standards;

            o     significant accounting policies;

            o     management judgments and accounting estimates;

            o     adjustments arising from the audit;

            o     the responsibility of the outside auditors for other
                  information in documents containing audited financial
                  statements;

            o     disagreements with management;

            o     consultation by management with other accountants;

            o     major issues discussed with management prior to retention of
                  the outside auditors;



                                      A-3
<PAGE>


            o     difficulties encountered with management in performing the
                  audit;

            o     the outside auditors' judgments about the quality of the
                  entity's accounting principles; and

            o     reviews of interim financial information conducted by the
                  outside auditors; (not applicable) and

            8. with respect to reporting and recommendations, to discuss with
      the Company's General Counsel any significant legal matters may have a
      material effect on the financial statements, the Company's compliance
      policies, including material notices to or inquiries received from
      governmental agencies;

            9. to prepare any report or other disclosures, including any
      recommendation of the Audit Committee, required by the rules of the
      Securities and Exchange Commission to be included in the Company's annual
      proxy statement;

            10. to review this Charter at least annually and recommend any
      changes to the full Board of Directors; and

            11. to report its activities to the full Board of Directors on a
      regular basis and to make such recommendations with respect to the above
      and other matters as the Audit Committee may deem necessary or
      appropriate.

      V. Resources and Authority of the Audit Committee: The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for special
audits, reviews and other procedures and to retain special counsel and other
experts or consultants.





                                      A-4





FORM OF PROXY
INTERMEDIATE MUNI FUND, INC.
Seven World Trade Center
New York, New York 10048
This Proxy is Solicited on Behalf of the Board of Directors of the
Fund

The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T. SYDOR,
and GORDON E. SWARTZ, and each of them acting in the absence of the
other, as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated herein, all
the shares of common stock of Intermediate Muni Fund, Inc. held of record by
the undersigned on March 2, 2001 at an Annual Meeting of Stockholders to be
held on April 20, 2001 or any adjournment thereof.



[SEE REVERSE SIDE]   CONTINUED AND TO BE SIGNED ON REVERSE SIDE   [SEE REVERSE
SIDE]


[ X ]	Please mark
	votes as in
	this example.


The Board of Directors recommends a vote "FOR" the following
proposal. This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder.  If no
direction is made, this proxy will be voted FOR each nominee for
director.

1.	ELECTION OF DIRECTORS
Class II Nominees: (1) Paul Hardin, (2) Roderick C. Rasmussen
			and (3) John P. Toolan

	   FOR			WITHHELD
	[      ]			[      ]

	[      ]
	For all nominees except as noted above


2.	In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

	MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
	[      ]

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

Please sign exactly as name appears to the left.  When shares
are held by joint tenants, both should sign, or if one signs, that
stockholder's vote binds both stockholders. When signing as attorney,
executor, administrator, agent, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer.  If a partnership,
please sign in partnership name by authorized person.



Signature: ____________________________ Date: ______________

Signature: ____________________________ Date: ______________



g:/legal/funds/#sbi/2001/secdocs/proxy01