EX-99.77B ACCT LTTR

Report of Independent Registered
Public Accounting Firm
The Board of Directors
Western Asset Intermediate Muni Fund
Inc.:

In planning and performing our audit of
the financial statements of Western
Asset Intermediate Muni Fund Inc. as of
and for the year ended December 31,
2007, in accordance with the standards
of the Public Company Accounting
Oversight Board (United States), we
considered the Fund's internal control
over financial reporting, including
controls over safeguarding securities, as
a basis for designing our auditing
procedures for the purpose of expressing
our opinion on the financial statements
and to comply with the requirements of
Form N-SAR, but not for the purpose of
expressing an opinion on the
effectiveness of the Fund's internal
control over financial reporting.
Accordingly, we express no such
opinion.

Management of the Fund is responsible
for establishing and maintaining
effective internal control over financial
reporting.  In fulfilling this
responsibility, estimates and judgments
by management are required to assess
the expected benefits and related costs
of controls.  A fund's internal control
over financial reporting is a process
designed to provide reasonable
assurance regarding the reliability of
financial reporting and the preparation
of financial statements for external
purposes in accordance with U.S.
generally accepted accounting
principles.  A fund's internal control
over financial reporting includes those
policies and procedures that (1) pertain
to the maintenance of records that, in
reasonable detail, accurately and fairly
reflect the transactions and dispositions
of the assets of the fund; (2) provide
reasonable assurance that transactions
are recorded as necessary to permit
preparation of financial statements in
accordance with generally accepted
accounting principles, and that receipts
and expenditures of the fund are being
made only in accordance with
authorizations of management and
directors of the fund; and (3) provide
reasonable assurance regarding
prevention or timely detection of
unauthorized acquisition, use, or
disposition of the fund's assets that
could have a material effect on the
financial statements.

Because of its inherent limitations,
internal control over financial reporting
may not prevent or detect
misstatements. Also, projections of any
evaluation of effectiveness to future
periods are subject to the risk that
controls may become inadequate
because of changes in conditions, or that
the degree of compliance with the
policies or procedures may deteriorate.
A deficiency in internal control over
financial reporting exists when the
design or operation of a control does not
allow management or employees, in the
normal course of performing their
assigned functions, to prevent or detect
misstatements on a timely basis. A
material weakness is a deficiency, or
combination of deficiencies, in internal
control over financial reporting, such
that there is a reasonable possibility that
a material misstatement of the Fund's
annual or interim financial statements
will not be prevented or detected on a
timely basis.

Our consideration of the Fund's internal
control over financial reporting was for
the limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal
control that might be material
weaknesses under standards established
by the Public Company Accounting
Oversight Board (United States).

However, we noted no deficiencies in
the Fund's internal control over
financial reporting and its operation,
including controls over safeguarding
securities, that we consider to be a
material weakness as defined above as
of December 31, 2007.

This report is intended solely for the
information and use of management and
the Board of Western Asset Intermediate
Muni Fund Inc. and Securities and
Exchange Commission and is not
intended to be and should not be used by
anyone other than these specified
parties.


/S/KPMG LLP


New York, New York
February 25, 2008

EX-99.77D POLICIES

Western Asset Intermediate Muni Fund Inc. Announces Approval
of Change to Fundamental Investment Policy, Subject to
Stockholder Approval, and Changes to Non-Fundamental
Investment Policies

NEW YORK - (BUSINESS WIRE) - November 19, 2007

Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) today
announced approval by the Board of Directors of the change
to one of the Fund's fundamental investment policies,
subject to stockholder approval.  The Fund will solicit
stockholders to seek their approval of the change to this
fundamental investment policy at the Fund's next annual
meeting of stockholders, which will be held in April 2008.
The Fund also announced approval by the Board of Directors
of changes to its non-fundamental investment policies
effective December 19, 2007. These changes are intended to
provide the portfolio managers with additional flexibility
to meet the Fund's investment objectives and address
developments in the market since the Fund commenced
operations in 1992, but there is no expectation that
dramatic changes in the Fund's portfolio composition or
investment approach will result.
The Board of Directors approved management's proposal to
remove the fundamental investment policy of the Fund,
subject to stockholder approval, that currently requires
that the Fund, under normal market conditions, invest at
least 80% of its total assets in municipal obligations with
remaining maturities of less than 15 years while retaining
the fundamental investment policy that requires it to
maintain a dollar-weighted average effective maturity of
between 3 and 10 years. The intention of this policy change
is to provide the investment manager with greater
flexibility to invest in municipal obligations of all
maturities, while also maintaining the "intermediate"
character of the Fund.
The Fund's Board of Directors also approved amending the
Fund's non-fundamental investment policies to provide that,
under normal market conditions, the Fund will invest at
least 80% of its total assets in debt securities that are,
at the time of investment, rated investment grade by a
nationally recognized statistical rating organization
("NRSRO") or, if unrated, of equivalent quality as
determined by the manager. In addition, up to 20% of the
Fund's total assets may be invested in debt securities that
are, at the time of investment, rated below investment grade
("high yield") by an NRSRO or, if unrated, of equivalent
quality as determined by the manager.  The Fund's current
investment guidelines require the Fund, under normal market
conditions, to invest at least two-thirds of its total
assets in municipal obligations rated in the three highest
categories by an NRSRO at the time of investment.
In addition, the Board of Directors approved the removal of
the restriction on the Fund's ability to purchase and sell
(or write) options on its assets. Previously, the Fund was
restricted to purchasing or selling options on up to 20% of
its assets.
Additional Information About Securities Rated Below
Investment Grade and Options
Under the Fund's amended non-fundamental investment
policies, up to 20% of the Fund's total assets may be
invested in debt securities that are, at the time of
investment, rated below investment grade ("high yield") by
an NRSRO or, if unrated, of equivalent quality as determined
by the manager  High yield securities, commonly referred to
as "junk bonds," and unrated securities generally offer a
higher current yield than that available from higher grade
issues, but are considered speculative and, compared to
investment grade securities, tend to have more volatile
prices and increased price sensitivity to changing interest
rates and to adverse economic and business developments, a
greater risk of loss due to default or declining credit
quality, a greater likelihood that adverse economic or
company specific events will make the issuer unable to make
interest and/or principal payments, a greater susceptibility
to negative market sentiments leading to depressed prices
and decreased liquidity.  During periods of economic
downturn or rising interest rates, issuers of low rated and
unrated instruments may experience financial stress that
could adversely affect their ability to make payments of
principal and interest and increase the possibility of
default. Adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may also decrease the
values and liquidity of low rated and unrated securities
especially in a market characterized by a low volume of
trading.
In addition, under the Fund's amended non-fundamental
investment policies, the Fund is no longer prohibited from
purchasing or selling (or writing) options on more than 20%
of the Fund's total assets.  The Fund may invest in options
on municipal securities that are traded over-the-counter or
on a national securities exchange.  A call option gives the
purchaser the right to buy, and the writer the obligation to
sell, the underlying security at the agreed-upon exercise
(or "strike") price during the option period.  A put option
gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying security at the strike
price during the option period.  Purchasers of options pay
an amount, known as a premium, to the option writer in
exchange for the right under the option contract.  Option
contracts may be written with terms that would permit the
holder of the option to purchase or sell the underlying
security only upon the expiration date of the option.
The Fund may purchase put and call options in hedging
transactions to protect against a decline in the market
value of municipal securities in the Fund's portfolio and to
protect against an increase in the cost of fixed-income
securities that the Fund may seek to purchase in the future.
The Fund may also sell put and call options as a means of
increasing the yield on the Fund's portfolio and as a means
of providing limited protection against decreases in market
value of the Fund's portfolio.
When the Fund sells an option, if the underlying securities
do not increase (in the case of a call option) or decrease
(in the case of a put option) to a price level that would
make the exercise of the option profitable to the holder of
the option, the option generally will expire without being
exercised and the Fund will realize as profit the premium
received for such option. When a call option written by the
Fund is exercised, the option holder purchases the
underlying security at the strike price and the Fund does
not participate in any increase in the price of such
securities above the strike price. When a put option written
by the Fund is exercised, the Fund will be required to
purchase the underlying securities at the strike price,
which may be in excess of the market value of such
securities.
During the option period, the Fund, as a covered call
writer, gives up the potential appreciation above the
exercise price should the underlying security rise in value,
and the Fund, as a secured put writer, retains the risk of
loss should the underlying security decline in value. For
the covered call writer, substantial appreciation in the
value of the underlying security would result in the
security being "called away" at the strike price of the
option which may be substantially below the fair market
value of such security. For the secured put writer,
substantial depreciation in the value of the underlying
security would result in the security being "put to" the
writer at the strike price of the option which may be
substantially in excess of the fair market value of such
security. If a covered call option or a secured put option
expires unexercised, the writer realizes a gain, and the
buyer a loss, in the amount of the premium.
* * * * *
In connection with the proposal to change one of the Fund's
fundamental investment policies, the Fund intends to file a
proxy statement with the Securities and Exchange Commission
("SEC").  Investors and stockholders are advised to read the
proxy statement when it becomes available, because it will
contain important information.  When filed with the SEC, the
proxy statement and other documents filed by the Fund will
be available for free at the SEC's website,
http://www.sec.gov.  Stockholders can also obtain copies of
these documents, when available, for free by calling the
Fund at 1-888-777-0102 or by visiting the Fund's website at
www.leggmason.com.
The Fund, its directors and executive officers and other
members of its management and employees may be deemed to be
participants in the Fund's solicitation of proxies from its
stockholders in connection with the proposal to change the
Fund's fundamental investment policy relating to maturity.
Information concerning the interests of the Fund's
participants in the solicitation is set forth in the Fund's
proxy statements and stockholder reports on Form N-CSR,
previously filed with the SEC.
* * * * *
Western Asset Intermediate Muni Fund Inc., a diversified,
closed-end management investment company, is managed by Legg
Mason Partners Fund Advisor, LLC, a wholly-owned subsidiary
of Legg Mason, Inc., and is sub-advised by Western Asset
Management Company, an affiliate of the investment manager.
Contact the Fund at 1-888-777-0102 for additional
information, or consult the Fund's web site at
www.leggmason.com.


Brenda Grandell, Director, Closed End Funds, Legg Mason & Co.,
LLC, 212-291-3775