Exhibit d.2

CERTIFICATE                                                         NUMBER OF
  NUMBER                                                             SHARES
-----------                                                       -------------

                          INTERMEDIATE MUNI FUND, INC.
                Organized Under the Laws of the State of Maryland
           Municipal Auction Rate Cumulative Preferred Stock, Series M
                           $0.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                            CUSIP NO. __________

This certifies that Cede & Co. is the owner of ________________ fully paid and
non-assessable shares of Municipal Auction Rate Cumulative Preferred Stock,
Series M $0.001 par value per share, $25,000 liquidation preference per share,
of Intermediate Muni Fund, Inc. (the "Fund") transferable only on the books of
the Fund by the holder thereof in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the transfer agent and registrar.

IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its
duly authorized officers and its Seal to be hereunto affixed this ____ day of
____________ A.D. 200_.

[____________________________]


_____________________________                       INTERMEDIATE MUNI FUND, INC.
As Transfer Agent and Registrar [Seal]
By:                                                 By:

___________________________                         ______________________[Seal]
Authorized Signature                                Vice President

                                                    Attest:
                                                    ______________________
                                                    Assistant Secretary


FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
_______________ shares of Municipal Auction Rate Cumulative Preferred Stock,
Series M represented by this Certificate, and does hereby irrevocably constitute
and appoint ________________ Attorney to transfer said shares on the books of
the within named Fund with full power of substitution in the premises.

Dated: _______________

In presence of

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

     Shares of Municipal Auction Rate Cumulative Preferred Stock, Series M
     evidenced by this Certificate may only be sold, transferred, or otherwise
     disposed of pursuant to the provisions of the Fund's Articles Supplementary
     Creating and Fixing the Rights of the Fund's Municipal Auction Rate
     Cumulative Preferred Stock, a copy of which may be obtained at the office
     of the Maryland State Department of Assessments and Taxation. The Fund will
     furnish information about the restrictions on transferability to any
     stockholder upon request and without charge. Any such request should be
     addressed to the Secretary of the Fund.

     The Fund also will furnish to any stockholder, upon request and without
     charge, a full statement of the designations, preferences, voting powers,
     restrictions, limitations as to dividends, qualifications, and terms and
     conditions of redemption and relative rights and preferences of the stock
     of each class and series of capital stock of the Fund authorized to be
     issued, so far as they have been determined, and the authority of the Board
     of Directors to determine the relative rights and preferences of subsequent
     classes or series. Any such request should be addressed to the Secretary of
     the Fund.

     Unless this certificate is presented by an authorized representative of The
     Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
     agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
     FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
     registered owner hereof, Cede & Co., has an interest herein.

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