SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the

Securities Exchange Act Of 1934

(Amendment No. 3)

Federated Premier Intermediate Municipal Income Fund

(Name of Subject Company (Issuer))

Federated Premier Intermediate Municipal Income Fund

(Name of Filing Person (Issuer))

Preferred Shares of Beneficial Interest, Par Value $0.01 Per Share

(Title of Class of Securities)

31423M204

(CUSIP Number of Class of Securities)

John W. McGonigle, Esquire

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(412) 288-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Jennifer R. Gonzalez, Esq.

K&L Gates LLP

1601 K Street, NW

Washington, DC  20006

Telephone:  (202) 778-9000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$40,224,000(a)	$4,609.67 (b)

(a)           Calculated as the aggregate maximum purchase price to be paid for 1,676 shares in the offer, based upon a price of 96% of the liquidation preference of $25,000 per share (or $24,000 per share).

(b)           Calculated at $114.60 per $1,000,000 of the Transaction Valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $4,609.67	Filing Party:  Federated Premier Intermediate Municipal Income Fund
Form or Registration No.:  SC TO-I	Date Filed:    November 9, 2011

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨           third party tender offer subject to Rule 14d-1.

x           issuer tender offer subject to Rule 13e-4.

¨           going-private transaction subject to Rule 13e-3.

¨           amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  x

Schedule TO

This Amendment No. 3 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Federated Premier Intermediate Municipal Income Fund, a Delaware statutory trust (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on November 9, 2011, as amended by Amendment No. 1 to Schedule TO filed with the Commission on December 9, 2011, and Amendment No. 2 to Schedule TO filed with the Commission on December 13, 2011 (as amended hereby, the “Schedule TO”).  The Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding preferred shares, par value $0.01 per share and a liquidation preference of $25,000 per share, designated Auction Market Preferred Shares, Series A  (the “Offer”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated November 9, 2011 and the related Letter of Transmittal, as the same may be amended or supplemented, copies of which have been filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.  Filed herewith as Exhibit (a)(5)(iv) is a copy of the press release issued by the Fund dated December 21, 2011 announcing the final results of the Offer, and the information contained therein is incorporated herein by reference.

Except as amended herein, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Item 12.           Exhibits.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(5)(iv)	Press Release issued by the Fund dated December 21, 2011.

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Federated Premier Intermediate Municipal Income Fund

By:              /s/ Peter Germain                                                                                                            

Name:         Peter Germain

Title:           Chief Legal Officer

Dated as of:        December 19, 2011

Exhibit Index

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated November 9, 2011. 1
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). 1
(a)(1)(iii)	Notice of Guaranteed Delivery. 1
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 1
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 1
(a)(1)(vi)	Notice of Withdrawal. 1
(a)(5)(i)	Press Release issued by the Fund dated November 9, 2011.1
(a)(5)(ii)	Press Release issued by the Fund dated December 9, 2011.2
(a)(5)(iii)	Press Release issued by the Fund dated December 13, 2011.3
(a)(5)(iv)	Press Release issued by the Fund dated December 21, 2011. (Filed herewith).
(d)(1)	Agreement for Administrative Services.*
(d)(2)	Investment Management Agreement.**
(d)(3)	Transfer Agency and Service Agreement.***
(d)(4)	Custodian Agreement.****
(d)(5)	Auction Agency Agreement. 1

1 Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on November 9, 2011.

2 Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on December 9, 2011.

3 Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on December 13, 2011.

*Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement of Federated Enhanced Treasury Income Fundon Form N-2, File Nos. 333-144682 and 811-22098, as filed with the Securities and Exchange Commission (the “SEC”) via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) on January 25, 2010.

**Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement of the Fund on Form N-2, File Nos. 333-100898 and 811-21249, as filed with the SEC via EDGAR on December 17, 2002.

***Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement of the Fund on Form N-2, File Nos. 333-102032 and 811-21249, as filed with the SEC via EDGAR on February 12, 2003.

****Incorporated by reference to Post-Effective Amendment No. 57 to the Registration Statement of Federated Municipal Securities Income Truston Form N-1A, File Nos. 033-36729 and 811-06165, as filed with the SEC via EDGAR on October 27, 2011.

EX-99

 

Federated Municipal Closed-End Funds Announce Results of Tender Offers for Auction Market Preferred Shares

(PITTSBURGH, Pa., December 21, 2011) -- Federated Premier Municipal Income Fund (NYSE: FMN) and Federated Premier Intermediate Municipal Income Fund (NYSE: FPT) each announced the expiration and results for its voluntary tender offer for up to 100% of its outstanding auction market preferred shares (AMPS).  Each fund’s tender offer expired on December 20, 2011, at 5:00 p.m. EST.

FPT has accepted for payment 1,080 AMPS, which represents approximately 64.4% of its outstanding AMPS.  FMN has accepted for payment 737 AMPS, which represents approximately 50.4% of its outstanding AMPS.

The terms of the AMPS of each fund that were not tendered will remain the same and auctions will continue for those AMPS.  Stockholders who have questions about the tender offers should contact their financial advisor or call Deutsche Bank Trust Company Americas, each fund’s information agent for its tender offer, at toll free (800) 735-7777, Option #1.

Each fund offered to purchase its outstanding AMPS at a price per share equal to 96% of the AMPS’ per share liquidation preference of $25,000 ($24,000 per share) plus any unpaid dividends accrued through the expiration date of the tender offer.  Each fund will purchase the AMPS that it has accepted for payment as promptly as practicable.

Federated Investors, Inc. (NYSE: FII) is one of the largest investment managers in the United States, managing $351.7 billion in assets as of September 30, 2011.  With 134 funds, as well as a variety of separately managed account options, Federated provides comprehensive investment management worldwide to approximately 4,800 institutions and intermediaries including corporations, government entities, insurance companies, foundations and endowments, banks and broker/dealers.  For more information, visit FederatedInvestors.com.

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Certain statements made in this press release are forward-looking statements. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors.  These include, but are not limited to: market developments; legal and regulatory developments; and other additional risks and uncertainties.  As a result, neither the company nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.

MEDIA:	MEDIA:
Melissa Ryan  412-288-8079	Meghan McAndrew  412-288-8103