SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.			
388 Greenwich Street
New York, New York  10013		

This Proxy is Solicited on Behalf of the 
Directors of the Fund.

The undersigned hereby appoints HEATH B. McLENDON 
and LEWIS E. DAIDONE, and each of them acting in the absence 
of the other, as Proxies, each with the power to appoint his 
substitute, and hereby authorizes them to represent and to 
vote, as designated herein, all the shares of common stock of 
Smith Barney Intermediate Municipal Fund, Inc. held of record 
by the undersigned on March 8, 1996 at a Meeting of 
Stockholders to be held on April 25, 1996 or any adjournment 
thereof.




This proxy when properly executed will be voted in the manner directed herein 
by the undersigned stockholder.  If no direction is made, this proxy will 
be voted for each nominee for director and each proposal .

				
1.	ELECTION OF CLASS III DIRECTORS	
	Nominees: D.R. Foley and J. Bibliowicz 
EXCEPT
	FOR	WITHHELD
- ---------------------	FOR	         AGAINST  		ABSTAIN	
(Instructions: To withhold authority to vote for any 	
individual nominee write that nominee's name on the space
provided above and check box to the left.)

2.PROPOSAL TO RATIFY THE SELECTION 
OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT 
AUDITORS OF THE FUND.

3. IN THEIR DISCRETION, THE PROXIES 
ARE AUTHORIZED TO 
VOTE UPON SUCH OTHER BUSINESS AS MAY 
PROPERLY COME BEFORE THE MEETING.
			
MARK HERE FOR ADDRESS CHANGE AND 
NOTE AT LEFT
			
PLEASE MARK, SIGN, DATE AND RETURN 
THE PROXY CARD PROMPTLY USING THE 
ENCLOSED ENVELOPE.					
					
Please sign exactly as name appears 
to the left.  When shares are held 
by joint tenants, both should sign, 
or if one signs, that stockholder's 
vote binds both stockholders.  When 
signing as attorney, executor, 
administrator, agent, trustee or 
guardian, please give full title as 
such.  If a corporation, please sign 
in full corporate name by President 
or other authorized officer.  If a 
partnership, please sign in 
partnership name by authorized 
person.


	                                    
                                                 
Signature

	
	                                    
                                                   
Signature if held jointly


Dated:                              
                                               ,1996