Report of Ernst & Young LLP, Independent Auditors
Board of Directors of
Federated Intermediate Municipal Trust.
In planning and performing our audit of the consolidated financial
statements of the Federated Intermediate Municipal Trust (the "Trust")
for the year ended May 31, 2000, we considered its internal control,
including control activities for safeguarding securities, to determine
our auditing procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-SAR,
and not to provide assurance on internal control.
The management of the Trust is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of internal control. Generally,
internal controls that are relevant to an audit pertain to the Trust's
objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those internal controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control, misstatements
due to error or fraud may occur and not be detected. Also, projections
of any evaluation of internal control to future periods are subject to
the risk that internal control may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components
does not reduce to a relatively low level the risk that error or fraud
in amounts that would be material in relation to the consolidated
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal
control, including control activities for safeguarding securities, and
its operation that we consider to be material weaknesses as defined
above as of May 31, 2000.
This report is intended solely for the information and use of the board
of directors and management of the Federated Intermediate Municipal
Trust and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified parties.
ERNST & YOUNG LLP
Boston, Massachusetts
July 13, 2000
