N-CSRS/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR


CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-6506

Intermediate Muni Fund, Inc.
(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004
 (Address of principal executive offices) (Zip code)

Christina T. Sydor, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
 (Name and address of agent for service)

Registrant's telephone number, including area code:
      (800) 451-2010

Date of fiscal year end:  December 31
Date of reporting period: June 30, 2003

EX-99.CERT

CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT

                                 CERTIFICATIONS

I, R. Jay Gerken, certify that:

1.    I have reviewed this report on Form N-CSR of Intermediate Muni Fund, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations, changes in net
      assets, and cash flows (if the financial statements are required to
      include a statement of cash flows) of the registrant as of, and for, the
      periods presented in this report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the
      registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of a
            date within 90 days prior to the filing date of this report base on
            such evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal half-year (the registrant's second
            fiscal half-year in the case of an annual report) that has
            materially affected, or ir reasonably likely to materially affect,
            the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officers and I have disclosed to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent functions):

a)         All significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize, and report financial data; and

b)         Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.


Date: September 24, 2003                           /s/ R. Jay Gerken
      ---------------------------            -----------------------------------
                                                   R. Jay Gerken
                                                   Chief Executive Officer


I, Richard Peteka, certify that:

1.    I have reviewed this report on Form N-CSR of Intermediate Muni Fund, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial information included in this report,
      and the financial statements on which the financial information is based,
      fairly present in all material respects the financial condition, results
      of operations, changes in net assets, and cash flows (if the financial
      statements are required to include a statement of cash flows) of the
      registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in rule 30a-3(c) under the Investment Company Act) for the
      registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of a
            date within 90 days prior to the filing date of this report base on
            such evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal half-year (the registrant's second
            fiscal half-year in the case of an annual report) that has
            materially affected, or ir reasonably likely to materially affect,
            the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officers and I have disclosed to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize, and report financial data; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date: September 24, 2003                           /s/ Richard Peteka
      ---------------------------            -----------------------------------
                                                   Richard Peteka
                                                   Chief Financial Officer