Exhibit (b) (ix) under Form N-1A
                                   Exhibit (3(i)) under Item 601/Reg. S-K



                                  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.