VIA EDGAR
May 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Smith Barney Intermediate Municipal Fund, Inc.
File Nos. 33-44639
811-6506
Dear Sirs:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, please
accept this letter as certification that the Prospectus and the Statement of
Additional Information for the above-referenced fund (the "Fund") does not
differ from that contained in Post-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2, which was filed electronically on April
28, 1997.
Please return an electronic transmittal as evidence of your receipt of this
filing.
Very truly yours,
/s/ Daria J. Szczur
Daria J. Szczur
Enclosures
cc: (with enclosures)
John E. Baumgardner, Jr., Esq. Stephen Brunt
Sullivan & Cromwell Morgan Guaranty Trust Group
Robert P. Garrett Michael McCarthy
KPMg Peat Marwick LLP The Shareholder Services Group Inc.
