Item 77Q1(a). Copies of any material amendments to the
registrant's charter or by-laws
AMENDMENT #8
TO THE BY-LAWS
OF
FEDERATED INTERMEDIATE GOVERNMENT FUND, INC.
Effective August 18, 2005
Insert the following:
ARTICLE IX
INDEMNIFICATION
Section 1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall
indemnify its directors to the fullest extent that indemnification
of directors is permitted by the Maryland
General Corporation Law.  The Corporation shall indemnify its officers
to the same extent as its directors and to such further extent as is
consistent with law.  The Corporation shall indemnify its directors and
officers who while serving as directors or officers also serve at the
request of the Corporation as a
director, officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership joint
venture, trust, other enterprise or employee benefit plan to the fullest
extent consistent with law.  The
indemnification and other rights provided by this Article shall continue
as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a
person.  This Article shall not protect any such person against any
liability to the Corporation or any
Shareholder thereof to which such person would otherwise be subject by
reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence or (iv) reckless disregard of
 the duties involved in the conduct of his office ("disabling conduct").
Section 2.  ACTION BY DIRECTOR AGAINST THE CORPORATION.  With
respect to any action, suit or other proceeding voluntarily
prosecuted by any indemnitee as plaintiff, indemnification
shall be mandatory only if the prosecution of such action,
suit or other proceeding by such indemnitee (i)
was authorized by a majority of the Directors or (ii) was
instituted by the indemnitee to enforce his rights
to indemnification hereunder in a case in which the indemnitee
is found to be entitled to such
indemnification.
Section 3.  SURVIVAL.  The rights to indemnification set forth
herein shall continue as to a person who has ceased to be a
 Director or officer of the Corporation and shall inure to the
 benefit of his
heirs, executors and personal and legal representatives.
Section 4.  AMENDMENTS. References in this Article are to the
Maryland General
Corporation Law and to the Investment Company Act of 1940, as from time
 to time amended.  No amendment or
restatement of these by-laws or repeal of any of its provisions
shall limit or
eliminate any of the benefits
provided to any person who at any time is or was a Director or
officer of the
Corporation or otherwise
entitled to indemnification hereunder in respect of any act or
 omission that
occurred prior to such
amendment, restatement or repeal.
Section 5.  PROCEDURE.  Notwithstanding the foregoing, no
indemnification shall be made
hereunder unless there has been a determination (i) by a
final decision on
the merits by a court or other
body of competent jurisdiction before whom the issue of
 entitlement to indemnification hereunder was
brought that such indemnitee is entitled to indemnification
hereunder or,
(ii) in the absence of such a decision, by (1) a majority vote
of a quorum of
those Directors who are neither "interested persons" of the
Corporation (as defined in Section 2(a)(19) of the 1940 Act)
nor parties to
the proceeding ("Disinterested
Non-Party Directors"), that the indemnitee is entitled to
indemnification
hereunder, or (2) if such quorum
is not obtainable (or even if obtainable, if such majority
 so directs)
independent legal counsel in a written
opinion concludes, based on a review of readily available
facts (as
opposed to a full trial-type inquiry)
that the indemnitee should be entitled to indemnification
hereunder.
All determinations to make advance payments in connection
with the expense
of defending any proceeding shall be authorized and made
in accordance with the
immediately succeeding paragraph (f) below.
Section 6.  ADVANCES.  Any current or former director or
officer of the
Corporation seeking indemnification within the scope of
this Article shall
be entitled to advances from the Corporation for
payment of the reasonable expenses incurred by him in
connection with the matter
as to which he is seeking indemnification in the manner
and to fullest extent
permissible under the Maryland General Corporation Law.
 The person seeking
indemnification shall provide to the Corporation a written
affirmation of his good faith belief that the standard of
conduct necessary for
indemnification by the Corporation has been met and a
written undertaking to
repay any such advance if it should ultimately be
determined that the standard of conduct has not been met.
  In addition, at
least one of the following
additional conditions shall be met:  (a) the person seeking
indemnification
shall provide a security in form
and amount acceptable to the Corporation for his undertaking; (b)
 the Corporation
is insured against
losses arising by reason of the advance, or (c) a majority of a
 quorum of
Disinterested Non-Party
Directors, or independent legal counsel, in a written opinion,
shall be determined,
 based on a review of
facts readily available to the Corporation at the time the
advance is proposed to be
made, that there is
reason to believe that the person seeking indemnification will
ultimately be found to
be entitled to
indemnification.
Section 7.  OTHER RIGHTS.  The rights accruing to any indemnitee
under these provisions shall not exclude any other right which any
 person
may have or hereafter acquire under the Articles of
Incorporation or the by-laws of the Corporation, by contract or
otherwise under
law, by a vote of stockholders or Directors who are "disinterested
persons"
 (as defined in Section
2(a)(19) of the 1940 Act)
or any other right to which he may be lawfully entitled.
Section 8.  INDEMNIFICATION OF EMPLOYEES AND AGENTS.  Subject to any
limitations
provided by the Investment Company Act of 1940 Act or otherwise under
 the
Articles of Incorporation or  the by-laws of the Corporation, contract
 or otherwise
under law, the Corporation shall have the power and
authority to indemnify and provide for the advance payment of expenses
to employees,
agents and other persons providing services to the Corporation or
serving in any
capacity at the request of the Corporation to the full extent
permitted by applicable
law, provided that such indemnification has been approved by a
majority of the Directors.

Renumber remaining Articles appropriately.


Item 77Q1(b). Copies of any material amendments to the registrant's
charter or by-laws
AMENDMENT #9
TO THE BY-LAWS
OF
FEDERATED INTERMEDIATE GOVERNMENT FUND, INC.
Effective January 1, 2006
Strike Section 1, GENERAL PROVISIONS, and Section 2, ELECTION,
TERM OF OFFICE AND QUALIFICATIONS from Article IV - OFFICERS, in
its entirety and replace with the following:
Section 1.  GENERAL PROVISIONS.  The Officers of the Corporation shall
be a President, one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, a Treasurer, and a
Secretary.  The Board of Directors, in its discretion,
 may elect or appoint one or more Vice Chairmen of the Board of Directors,
 and other Officers or agents, including one or more Assistant
Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers.  An Executive Vice President, Senior Vice
President or Vice President, the Secretary or the Treasurer may appoint an
Assistant Vice President, an Assistant Secretary or an Assistant Treasurer,
respectively, to serve until the
next election of Officers.  Two or more offices may be held by a single
person except the offices of
President, Executive Vice President, Senior Vice President or Vice
President may not be held by the same
person concurrently.  It shall not be necessary for any Director or any
Officer to be a holder of shares in
any Series or Class of the Corporation.  Any Officer, or other such person
as the Board may appoint, may
preside at meetings of the Shareholders.
Section 2.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  The Officers
shall be
elected annually by the Board of Directors at its Annual Meeting.
Each Officer shall hold office for one
year and until the election and qualification of his successor, or
until earlier resignation or removal.
Strike Section 6, CHAIRMAN OF THE BOARD, Section 7, VICE CHAIRMAN
OF THE BOARD OF
DIRECTORS, and Section 8, PRESIDENT, and Section 9, VICE PRESIDENT
from Article IV -
OFFICERS, in their entirety and replace with the following:
Section 6.  CHAIRMAN OF THE BOARD.  The Board may elect from
 among its members a
Chairman of the Board.  The Chairman shall at all times be a Director
who meets all applicable regulatory
and other relevant requirements for serving in such capacity.
The Chairman shall not be an Officer of the
Corporation, but shall preside over meetings of the Board and shall
have
such other responsibilities in
furthering the Board functions as may be assigned from time to time
by the
Board of Directors or prescribed by these By-Laws.  It shall be
understood
that the election of any Director as Chairman shall
not impose on that person any duty, obligation, or liability that
is greater
than the duties, obligations, and
liabilities imposed on that person as a Director in the absence of
such election,
and no Director who is so
elected shall be held to a higher standard of care by virtue thereof.
In addition, election as Chairman shall
not affect in any way that Director's rights or entitlement to
indemnification under the By-Laws or
otherwise by the Corporation.  The Chairman shall be elected by the
Board annually to hold office until
his successor shall have been duly elected and shall have qualified,
or until his death, or until he shall
have resigned, or have been removed, as herein provided in these
 By-Laws.  Each Director, including the
Chairman, shall have one vote.
Resignation.  The Chairman may resign at any time by giving written
notice of resignation to the Board.
Any such resignation shall take effect at the time specified in such
notice, or, if the time when it shall
become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Removal.  The Chairman may be removed by majority vote of the Board
with or without cause at any
time.
Vacancy.  Any vacancy in the office of Chairman, arising from any cause
 whatsoever, may be filled for
the unexpired portion of the term of the office which shall be vacant by
 the vote of the Board.
Absence.  If, for any reason, the Chairman is absent from a meeting of
the board, the Board may select
from among its members who are present at such meeting a Director to
preside over such meeting.
	Section 7.  VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  Any
Vice Chairman shall
perform such duties as may be assigned to him from time to time by
 the Board of Directors of the
Corporation.  The Vice Chairman need not be a Director.
	Section 8.  PRESIDENT.  The President of the Corporation
shall be the principal executive
officer of the Corporation.  Unless other provisions are made therefor
by the Board or Executive
Committee, the President without limitation, shall employ and define
the duties of all employees of the
Corporation, shall have the power to discharge any such employees,
shall exercise general supervision
over the affairs of the Corporation and shall have the power to sign,
in the name of and on behalf of the
Corporation, powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments
relating to securities or other property owned by the Corporation, and
 may, in the name of and on behalf
of the Corporation, take all such action as the President may deem
advisable in entering into agreements
to purchase securities and other property in the ordinary course of
 business, and to sign representation
letters in the course of buying securities or other property and shall
perform such other duties as may be
assigned to him from time to time by the Board of Directors.
Section 9.  VICE PRESIDENT.  The Executive Vice President, Senior
Vice President or
Vice President, if any, in order of their rank as fixed by the Board or
if not ranked, a Vice President
designated by the Board, in the absence of the President shall perform
all duties and may exercise any of
the powers of the President subject to the control of the Board.  Each
Executive Vice President, Senior
Vice President and Vice President shall have the power, without limitation,
to sign, in the name of and on
behalf of the Corporation, powers of attorney, proxies, waivers of notice of
meeting, consents and other
instruments relating to securities or other property owned by the Corporation,
and may, in the name of
and on behalf of the Corporation, take all such action as the Executive Vice
President, Senior Vice
President or Vice President may deem advisable in entering into agreements to
purchase securities or
other property in the ordinary course of business, and to sign representation
letters in the course of buying
securities or other property and shall perform such other duties as may be
assigned to him from time to
time by the Board of Directors, the Executive Committee, or the President.