8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 28, 2005

Intermediate Muni Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland	811-06506	13-3643581
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 First Stamford Place, 4th Floor, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 890-7041

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 426 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Intermediate Muni Fund, Inc.

CURRENT REPORT ON FORM 8-K

Item 7.01 Regulation FD Disclosure.

On June 28, 2005, Intermediate Muni Fund, Inc. (the “Fund”) issued a press release announcing an agreement under which Citigroup Inc., the parent company of the Fund’s investment adviser, will sell substantially all of its worldwide asset management business to Legg Mason, Inc.

Exhibit 99.1 is a copy of the press release. The press release is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, and the information contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Fund under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
99.1	Intermediate Muni Fund, Inc. press release, dated June 28, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Intermediate Muni Fund, Inc. (Registrant)
Date: June 28, 2005	/s/ Thomas C. Mandia
	(Signature)
	Name: Thomas C. Mandia
	Title: Assistant Secretary

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EXHIBIT INDEX

Exhibit Number
99.1	Press release of the Fund, dated June 28, 2005.

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EX-99.1

Exhibit 99.1

Citigroup Closed-End Funds

Issue Statement Regarding Citigroup Inc. and Legg Mason, Inc. Agreement

NEW YORK – (Business Wire) – June 28, 2005

The following Citigroup closed-end funds—Salomon Brothers Capital and Income Fund Inc., Salomon Brothers Emerging Markets Debt Fund Inc., Salomon Brothers Emerging Markets Floating Rate Fund Inc., Salomon Brothers Emerging Markets Income Fund Inc., Salomon Brothers Emerging Markets Income Fund II Inc., Salomon Brothers Global High Income Fund Inc., Salomon Brothers Global Partners Income Fund Inc., Salomon Brothers Inflation Management Fund Inc., Salomon Brothers Municipal Partners Fund Inc., Salomon Brothers Municipal Partners Fund II Inc., The Salomon Brothers Fund Inc, Salomon Brothers High Income Fund Inc, Salomon Brothers High Income Fund II Inc, Salomon Brothers Variable Rate Strategic Fund Inc., Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc., Salomon Brothers Worldwide Income Fund Inc., Citigroup Investments Corporate Loan Fund Inc., High Income Opportunity Fund Inc., Intermediate Muni Fund, Inc., Managed High Income Portfolio Inc., Managed Municipals Portfolio Inc., Municipal High Income Fund Inc., Real Estate Income Fund Inc. and Zenix Income Fund Inc. - today issued the following statement:

On June 24, 2005, Citigroup Inc. (“Citigroup”) announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (“Legg Mason”).

As part of this transaction the Funds’ investment advisers, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC and Citi Fund Management, Inc., each currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason.

The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.

Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of each Fund’s investment management contract with its investment adviser. Therefore, each Fund’s Board will be asked to approve a new investment management contract between the Fund and its investment adviser. If approved by the Boards, the new investment management contracts will be presented to the shareholders of the Funds for their approval.

Symbols: EDF, EFL, EHI, EMD, ESD, GFY, HIF, HIX, GDF, IMF, MNP, MPT, SBF, SBG, SBW, SCD, HIO, MHF, MHY, MMU, RIT, SBI, TLI, ZIF

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Contact:

Brenda Grandell

Director, Closed-End Funds

Citigroup Asset Management

212-291-3775

Media Contact:

Edward Giltenan

Head of Public Relations

Citigroup Asset Management

212-559-6746