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


FORM N-CSRS


CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES


Investment Company Act file number 811-21348

Name of Fund:  Muni Intermediate Duration Fund, Inc.

Fund Address:  P.O. Box 9011
               Princeton, NJ  08543-9011

Name and address of agent for service:  Terry K. Glenn, President,
Muni Intermediate Duration Fund, Inc., 800 Scudders Mill Road,
Plainsboro, NJ,  08536.  Mailing address:  P.O. Box 9011, Princeton,
NJ, 08543-9011

Registrant's telephone number, including area code:  (609) 282-2800

Date of fiscal year end: 05/31/04

Date of reporting period: 06/01/03 - 11/30/03

Item 1 - Attach shareholder report



(BULL LOGO)
Merrill Lynch Investment Managers


www.mlim.ml.com


Muni Intermediate Duration
Fund, Inc.


Semi-Annual Report
November 30, 2003



Muni Intermediate Duration Fund, Inc. seeks to provide shareholders
with high current income exempt from Federal income taxes by
investing primarily in a portfolio of municipal obligations, the
interest on which, in the opinion of bond counsel to the issuer, is
exempt from Federal income taxes.

This report, including the financial information herein, is
transmitted to shareholders of Muni Intermediate Duration Fund, Inc.
for their information. It is not a prospectus. The Fund has
leveraged its Common Stock and intends to remain leveraged by
issuing Preferred Stock to provide the Common Stock shareholders
with a potentially higher rate of return. Leverage creates risks for
Common Stock shareholders, including the likelihood of greater
volatility of net asset value and market price of shares of the
Common Stock, and the risk that fluctuations in the short-term
dividend rates of the Preferred Stock may affect the yield to Common
Stock shareholders. Past performance results shown in this report
should not be considered a representation of future performance.
Statements and other information herein are as dated and are subject
to change.



Muni Intermediate Duration Fund, Inc.
Box 9011
Princeton, NJ
08543-9011



Muni Intermediate Duration Fund, Inc.


The Benefits and Risks of Leveraging


Muni Intermediate Duration Fund, Inc. utilizes leveraging to seek
to enhance the yield and net asset value of its Common Stock.
However, these objectives cannot be achieved in all interest rate
environments. To leverage, the Fund issues Preferred Stock, which
pays dividends at prevailing short-term interest rates, and invests
the proceeds in long-term municipal bonds. The interest earned on
these investments, net of dividends to Preferred Stock, is paid to
Common Stock shareholders in the form of dividends, and the value of
these portfolio holdings is reflected in the per share net asset
value of the Fund's Common Stock. However, in order to benefit
Common Stock shareholders, the yield curve must be positively
sloped; that is, short-term interest rates must be lower than long-
term interest rates. At the same time, a period of generally
declining interest rates will benefit Common Stock shareholders. If
either of these conditions change, then the risks of leveraging will
begin to outweigh the benefits.

To illustrate these concepts, assume a fund's Common Stock
capitalization of $100 million and the issuance of Preferred
Stock for an additional $50 million, creating a total value of
$150 million available for investment in long-term municipal bonds.
If prevailing short-term interest rates are approximately 3% and
long-term interest rates are approximately 6%, the yield curve has a
strongly positive slope. The fund pays dividends on the $50 million
of Preferred Stock based on the lower short-term interest rates. At
the same time, the fund's total portfolio of $150 million earns the
income based on long-term interest rates. Of course, increases in
short-term interest rates would reduce (and even eliminate) the
dividends on the Common Stock.

In this case, the dividends paid to Preferred Stock shareholders are
significantly lower than the income earned on the fund's long-term
investments, and therefore the Common Stock shareholders are the
beneficiaries of the incremental yield. However, if short-term
interest rates rise, narrowing the differential between short-term
and long-term interest rates, the incremental yield pickup on the
Common Stock will be reduced or eliminated completely. At the same
time, the market value of the fund's Common Stock (that is, its
price as listed on the New York Stock Exchange) may, as a result,
decline. Furthermore, if long-term interest rates rise, the Common
Stock's net asset value will reflect the full decline in the price
of the portfolio's investments, since the value of the fund's
Preferred Stock does not fluctuate. In addition to the decline in
net asset value, the market value of the fund's Common Stock may
also decline.

As a part of its investment strategy, the Fund may invest in certain
securities whose potential income return is inversely related to
changes in a floating interest rate ("inverse floaters"). In
general, income on inverse floaters will decrease when short-term
interest rates increase and increase when short-term interest rates
decrease. Investments in inverse floaters may be characterized as
derivative securities and may subject the Fund to the risks of
reduced or eliminated interest payments and losses of invested
principal. In addition, inverse floaters have the effect of
providing investment leverage and, as a result, the market value of
such securities will generally be more volatile than that of fixed-
rate, tax-exempt securities. To the extent the Fund invests in
inverse floaters, the market value of the Fund's portfolio and the
net asset value of the Fund's shares may also be more volatile than
if the Fund did not invest in such securities. As of November 30,
2003, none of the Fund's net assets were invested in inverse
floaters.


Swap Agreements


The Fund may also invest in swap agreements, which are over-the-
counter contracts in which one party agrees to make periodic
payments based on the change in market value of a specified bond,
basket of bonds, or index in return for periodic payments based on a
fixed or variable interest rate or the change in market value of a
different bond, basket of bonds or index. Swap agreements may be
used to obtain exposure to a bond or market without owning or taking
physical custody of securities.



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



A Letter From the President


Dear Shareholder

As 2003 closes, it seems appropriate to reflect on what has been a
meaningful year in many respects. We saw all-out war begin and end
in Iraq, equity market uncertainty turned to strength and sub par
gross domestic product growth of 1.4% in the first quarter of 2003
grew to an extraordinary 8.2% in the third quarter. Amid the good
news, fixed income investments, which had become the asset class of
choice during the preceding three-year equity market decline, faced
new challenges.

During 2003, municipal bond yields rose and fell in reaction to
geopolitical events, equity market performance, economic activity
and employment figures. By the end of November, long-term municipal
revenue bond yields were slightly lower than they were one year
earlier, at 5.09% as measured by the Bond Buyer Revenue Bond Index.
With many state deficits at record levels, municipalities issued
nearly $400 billion in new long-term tax-exempt bonds during the
12-month period ended November 30, 2003. The availability of bonds,
together with attractive yield ratios relative to U.S. Treasury
issues, made municipal bonds a popular fixed income investment
alternative.

Throughout the year, our portfolio managers continued to work
diligently to deliver on our commitment to provide superior
performance within reasonable expectations for risk and return. This
included striving to outperform our peers and the market indexes.
With that said, remember that the advice and guidance of a skilled
financial advisor often can mean the difference between successful
and unsuccessful investing. A financial professional can help you
choose those investments that will best serve you as you plan for
your financial future.

We thank you for trusting Merrill Lynch Investment Managers with
your investment assets, and we look forward to serving you in the
months and years ahead.


Sincerely,



(Terry K. Glenn)
Terry K. Glenn
President and Director




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



A Discussion With Your Fund's Portfolio Manager


We are pleased to provide you with this first semi-annual report for
Muni Intermediate Duration Fund, Inc. The Fund seeks to provide
investors with high current income exempt from Federal income taxes.


Describe the market environment relative to municipal bonds during
the period.

At the end of November 2003, long-term tax-exempt bond yields were
88% - 91% of comparable U.S. Treasury issues, slightly exceeding
their recent historical average of 85% - 88%. These yield ratios
made tax-exempt municipal securities an attractive investment
alternative.

Supported by generally stronger economic activity, long-term U.S.
Treasury bond yields moved higher in recent months. During the third
quarter of 2003, gross domestic product grew at an astounding 8.2%.
This represented the nation's fastest economic growth in 20 years,
and significantly exceeded the 1.4% rate of growth registered in the
first quarter of the year. The strong economy helped boost the
performance of the U.S. stock market, which also served to put
additional upward pressure on interest rates. As of November 30,
2003, long-term U.S. Treasury bond yields stood at 5.13%,
approximately 75 basis points (.75%) higher than six months earlier.

As yields on taxable bonds rose during the period, so did those of
tax-exempt municipal bonds. Long-term municipal revenue bond yields,
as measured by the Bond Buyer Revenue Bond Index, stood at 5.09% at
the end of November 2003, an increase of more than 25 basis points
since the end of May. Aaa-rated bonds (the highest rated) with 30-
year maturities saw their yields increase almost 40 basis points
during the same period, according to Municipal Market Data. With tax-
exempt money market rates at or below 1% and low nominal municipal
bond yields, investors increasingly moved further out on the
municipal yield curve to generate the desired level of tax-exempt
income. This maturity extension helped support the strong demand for
and performance of tax-exempt products in recent months.

An improvement in supply/demand dynamics has also contributed to the
municipal bond market's outperformance of the U.S. Treasury market.
While new bond issuance was very heavy over the 12 months ended
November 30, 2003, supply has more recently declined. During the
past six months, just over $200 billion in new municipal bonds was
issued, a decline of 2.5% compared to the same period a year
earlier. More recently, new municipal bond issuance slowed further
as tax-exempt bond yields rose, making borrowing more expensive.
Approximately $90 billion in long-term tax-exempt bonds was issued
in the last three months, a decline of nearly 15% versus the same
three months of 2002. New-issue supply is expected to remain
manageable and should help support the tax-exempt bond market's
favorable balance between supply and demand. This positive technical
position should allow municipal bonds to continue to outperform
their taxable counterparts in the coming months.


How has the Fund performed since its inception in light of the
existing market conditions?

Since the Fund's inception (August 1, 2003) through November 30,
2003, the Common Stock of Muni Intermediate Duration Fund, Inc. had
net annualized yields of 5.79% and 6.15%, based on a period-end per
share net asset value of $14.88 and a per share market price of
$14.00, respectively, and $.288 per share income dividends. Over the
same period, the total investment return on the Fund's Common Stock
was +5.44%, based on a change in per share net asset value from
$14.33 to $14.88, and assuming reinvestment of $.216 per share
ordinary income dividends.

The average yield for the Fund's Auction Market Preferred Stock from
August 1, 2003 to November 30, 2003 was 1.11% for Series M7; .77%
for Series T7; .90% for Series W7; .90% for Series TH7; and 94% for
Series F7.

For a description of the Fund's total investment return based on a
change in the per share market value of the Fund's Common Stock (as
measured by the trading price of the Fund's shares on the New York
Stock Exchange), and assuming reinvestment of dividends, please
refer to the Financial Highlights section of the Financial
Statements included in this report. As a closed-end fund, the Fund's
shares may trade in the secondary market at a premium or discount to
the Fund's net asset value. As a result, total investment returns
based on changes in the market value of the Fund's Common Stock can
vary significantly from total investment return based on changes in
the Fund's net asset value.



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Throughout the period, the Fund was positioned to be less responsive
to interest rate changes than the average longer-maturity closed-end
leveraged municipal bond fund. Although this strategy contributed to
a lower total return in a period generally characterized by falling
interest rates, we believe it effectively positions the Fund for
relative outperformance when interest rates eventually rise. In
fact, our forecast is for rising long-term interest rates in the
months ahead.


What changes were made to the portfolio during the period?

The Fund commenced operations on August 1, 2003, and we quickly
achieved a fully invested portfolio. In making our initial
purchases, we focused on bonds less sensitive to interest rate
volatility, such as shorter-duration bonds. The goal was to provide
an attractive level of tax-exempt income and to protect the Fund's
net asset value.

In keeping with our long-term outlook for a slow-growth economy and
a rising interest rate environment, purchases were concentrated
predominantly in 15-year - 20-year bonds and a combination of lower-
investment-grade and non-investment-grade securities. Due to the
relative steepness of the municipal yield curve, we felt longer
intermediate maturities (15 years - 20 years) represented the
greatest value in the high-grade municipal market. For example,
purchasing bonds maturing in 2023 captures 95% of the yield on the
curve while avoiding the significant duration risk in longer-dated
bonds. In order to maintain the Fund's objective of purchasing bonds
with durations between three years and ten years, we purchased
securities with a combination of higher coupons (premium-priced
bonds) and slightly shorter calls to reduce duration risk.

The lower-investment grade and non-investment grade securities
represented value, in our view, given the historically wide credit
spreads that had existed for some time and the possibility that
these spreads would narrow significantly with an improving economy.
In fact, this contraction in spreads occurred, causing lower-credit-
quality issues to significantly outperform the general municipal
market.

Since its inception, the Fund's borrowing costs generally remained
in the .85% - 1.15% range. These attractive funding levels, in
combination with a steep tax-exempt yield curve, generated a
significant income benefit to the Fund's Common Stock shareholders.
Further declines in the Fund's borrowing costs would require
significant easing of monetary policy by the Federal Reserve Board.
While such action is not expected, neither is an imminent increase
in short-term interest rates. We expect short-term borrowing costs
to remain near current attractive levels for the coming months.
However, should the spread between short-term and long-term interest
rates narrow, the benefits of leverage will decline and, as a
result, reduce the yield on the Fund's Common Stock. At the end of
the period, the Fund's leverage amount was 33.49% of total assets.
(For a more complete explanation of the benefits and risks of
leveraging, see page 2 of this report to shareholders.)


How would you characterize the portfolio's position at the close of
the period?

We remained fully invested at the close of the period and
defensively structured. In our opinion, the economy is on track for
continued growth, which we expect should push interest rates higher
over time. The portfolio's defensive positioning should cushion the
Fund from the negative price impact associated with higher interest
rates, and ultimately serve to benefit relative performance.

We believe credit spreads will continue to narrow, although not at
the same pace of the last several months. Nevertheless, we expect
the Fund's position in lower-quality issues to continue making a
positive contribution to performance.


Robert A. DiMella
Vice President and Portfolio Manager


December 11, 2003



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Schedule of Investments                                                                                      (In Thousands)


                S&P       Moody's  Face
State           Ratings   Ratings  Amount    Municipal Bonds                                                         Value
                                                                                                   
Arizona--0.5%     NR*     NR*      $ 3,000   Navajo County, Arizona, IDA, IDR (Stone Container Corp. Project),
                                             AMT, 7.20% due 6/01/2027                                             $   3,044


California--      AA-     Aa3       22,590   California Infrastructure and Economic Development Bank Revenue
29.7%                                        Bonds (Bay Area Toll Bridges), First Lien, Series A, 5.25% due
                                             7/01/2016                                                               24,783
                  AAA     Aaa       18,500   California Pollution Control Financing Authority, PCR, Refunding
                                             (Pacific Gas & Electric), AMT, Series A, 5.35% due 12/01/2016 (d)       19,709
                                             California State Department of Water Resources, Power Supply
                                             Revenue Bonds, Series A:
                  BBB+    A3         5,000      5.375% due 5/01/2021                                                  5,198
                  BBB+    A3         5,000      5.375% due 5/01/2022                                                  5,166
                  AAA     Aaa       20,000   California State, GO, Refunding, 5% due 2/01/2016 (b)                   21,507
                  BBB-    Baa1      10,000   California State Public Works Board, Lease Revenue Bonds
                                             (Department of Corrections), Series C, 5.50% due 6/01/2020              10,462
                                             California State, Various Purpose, GO:
                  BBB     A3         2,400      5.25% due 11/01/2019                                                  2,502
                  BBB     A3         5,000      5.25% due 11/01/2020                                                  5,176
                  BBB     A3        12,910      5.25% due 11/01/2021                                                 13,282
                  A-      A3         2,500   California Statewide Communities Development Authority, Health
                                             Facility Revenue Bonds (Memorial Health Services), Series A, 6%
                                             due 10/01/2023                                                           2,658
                  NR*     NR*        2,400   Elk Grove, California, Poppy Ridge Community Facilities Number 3
                                             Special Tax, Series 1, 6% due 9/01/2028                                  2,400
                                             Golden State Tobacco Securitization Corporation of California,
                                             Tobacco Settlement Revenue Bonds, Series B:
                  BBB-    Baa1       5,000      5.625% due 6/01/2020                                                  5,195
                  BBB-    Baa1       2,000      5.75% due 6/01/2021                                                   2,108
                  BBB-    Baa1       7,575      5.75% due 6/01/2022                                                   7,970
                  BBB-    Baa1       7,000      5.75% due 6/01/2023                                                   7,350
                                             Los Angeles, California, Unified School District, GO:
                  AAA     Aaa       10,000      (Election of 1997), Series F, 5% due 7/01/2017 (c)                   10,749
                  AAA     Aaa        5,000      Series A, 5.375% due 7/01/2017 (d)                                    5,560
                                             Sacramento, California, Special Tax (North Natomas Community
                                             Facilities), Series 4-C:
                  NR*     NR*          585      5.60% due 9/01/2020                                                     591
                  NR*     NR*        1,720      5.75% due 9/01/2022                                                   1,732
                  NR*     NR*          500      5.90% due 9/01/2023                                                     505
                  NR*     NR*        3,000      6% due 9/01/2028                                                      3,023
                                             San Jose, California, Airport Revenue Bonds, Series A (b):
                  AAA     Aaa        2,040      5.25% due 3/01/2016                                                   2,233
                  AAA     Aaa        3,000      5.25% due 3/01/2017                                                   3,266
                  A+      NR*        4,830   Santa Monica, California, Community College District, COP,
                                             Series A, 5.90% due 2/01/2027                                            5,112


Colorado--4.2%                               Denver, Colorado, City and County Airport Revenue Refunding
                                             Bonds (d):
                  AAA     Aaa       11,000      Series A, 5.50% due 11/15/2025                                       11,758
                  AAA     Aaa        2,000      Series E, 5.25% due 11/15/2023                                        2,112
                  BBB-    NR*        2,250   Montrose, Colorado, Memorial Hospital, Revenue Bonds, 6.375%
                                             due 12/01/2023                                                           2,343
                  NR*     NR*        7,500   Plaza Metropolitan District No. 1, Colorado, Tax Allocation
                                             Revenue Bonds (Public Improvement Fees), 7.50% due 12/01/2015            7,540


Connecticut--     BBB     A3         8,000   Connecticut State Development Authority, PCR, Refunding (Connecticut
2.4%                                         Light and Power Company), Series A, 5.85% due 9/01/2028                  8,484
                  BBB     NR*        5,000   Eastern Connecticut Resource Recovery Authority, Solid Waste
                                             Revenue Bonds (Wheelabrator Lisbon Project), AMT, Series A, 5.50%
                                             due 1/01/2015                                                            5,006


Florida--2.2%     A       A3         8,860   Highlands County, Florida, Health Facilities Authority, Hospital
                                             Revenue Bonds (Adventist Health System), Series D, 6% due 11/15/2025     9,317
                  NR*     Baa3       2,290   South Lake County, Florida, Hospital District Revenue Bonds
                                             (South Lake Hospital Inc.), 6.625% due 10/01/2023                        2,366




Portfolio Abbreviations


To simplify the listings of Muni Intermediate Duration Fund, Inc.'s
portfolio holdings in the Schedule of Investments, we have
abbreviated the names of many of the securities according to the
list at right.

AMT    Alternative Minimum Tax (subject to)
COP    Certificates of Participation
EDA    Economic Development Authority
GO     General Obligation Bonds
IDA    Industrial Development Authority
IDB    Industrial Development Board
IDR    Industrial Development Revenue Bonds
PCR    Pollution Control Revenue Bonds
S/F    Single-Family



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Schedule of Investments (continued)                                                                          (In Thousands)


                S&P       Moody's  Face
State           Ratings   Ratings  Amount    Municipal Bonds                                                         Value
                                                                                                   
Florida           NR*     NR*      $ 1,000   Sterling Hill, Florida, Community Development District, Capital
(concluded)                                  Improvement Revenue Bonds, Series B, 5.50% due 11/01/2010            $     998


Georgia--1.5%     BBB     Baa2       5,000   Savannah, Georgia, EDA, PCR, Refunding (International Paper
                                             Company Projects), Series A, 5.10% due 8/01/2014                         5,226
                                             Savannah, Georgia, EDA, Revenue Bonds (Marshes of Skidaway),
                                             First Mortgage, Series A:
                  NR*     NR*        1,245      6.25% due 1/01/2012                                                   1,232
                  NR*     NR*        2,245      6.85% due 1/01/2019                                                   2,267

Idaho--0.2%       NR*     Aa1        1,165   Idaho Housing and Finance Association, S/F Mortgage Revenue Bonds,
                                             AMT, Series F-2, 5.85% due 7/01/2015 (g)                                 1,202


Illinois--10.8%   AAA     Aaa        2,510   Chicago, Illinois, O'Hare International Airport, Airport Revenue
                                             Bonds, Third Lien, AMT, Series B-2, 6% due 1/01/2029 (e)                 2,759
                                             Chicago, Illinois, O'Hare International Airport, Airport Revenue
                                             Refunding Bonds, Third Lien, AMT, Series A-2:
                  A-      A2        18,955      6% due 1/01/2017                                                     21,061
                  AAA     Aaa       12,300      5.75% due 1/01/2019 (c)                                              13,557
                  AAA     Aaa        4,000   Chicago, Illinois, Wastewater Transmission Revenue Bonds, Second
                                             Lien, 5.25% due 1/01/2028 (a)                                            4,162
                                             Hodgkins, Illinois, Environmental Improvement Revenue Bonds, AMT:
                  BBB     Baa1       5,280      (MBM Project), 6% due 11/01/2015                                      5,475
                  BBB     Baa1       6,000      (Metro Biosolids Management LLC Project), 5.90% due 11/01/2017        6,143
                  BBB     NR*        5,540   Illinois Development Finance Authority Revenue Refunding Bonds
                                             (Community Rehab Providers), Series A, 6.05% due 7/01/2019               5,590
                  AAA     Aaa        2,070   Illinois Health Facilities Authority Revenue Bonds (University of
                                             Chicago Hospital System), 5.375% due 8/15/2017 (d)                       2,249


Louisiana--0.6%   BB-     NR*        3,500   Port New Orleans, Louisiana, IDR, Refunding (Continental Grain
                                             Company Project), 7.50% due 7/01/2013                                    3,560


Maine--1.2%       NR*     Ba2        7,000   Rumford, Maine, Solid Waste Disposal Revenue Refunding Bonds (Boise
                                             Cascade Corporation Project), AMT, 6.875% due 10/01/2026                 7,011


Massachusetts--                              Massachusetts State Development Finance Agency, Resource Recovery
0.5%                                         Revenue Bonds (Ogden Haverhill Associates), AMT, Series B:
                  BBB     NR*        1,210      5.35% due 12/01/2015                                                  1,161
                  BBB     NR*        2,000      5.50% due 12/01/2019                                                  1,920


Michigan--3.4%    BBB     Baa2       4,500   Cornell Township, Michigan, Economic Development Revenue Refunding
                                             Bonds (Mead Westvaco Corporation--Escanaba Project), 5.875% due
                                             5/01/2018                                                                4,646
                                             Michigan State Hospital Finance Authority, Revenue Refunding Bonds
                                             (Oakwood Obligated Group):
                  A       A2         9,230      5.50% due 11/01/2014                                                  9,833
                  A       A2         4,795      Series A, 6% due 4/01/2022                                            5,083


Minnesota--1.3%                              Minneapolis and Saint Paul, Minnesota, Housing and Redevelopment
                                             Authority, Health Care System Revenue Bonds (Group Health Plan Inc.
                                             Project):
                  BBB+    Baa1       1,000      6% due 12/01/2019                                                     1,041
                  BBB+    Baa1       2,545      6% due 12/01/2021                                                     2,620
                  AAA     Aaa        3,700   Minneapolis and Saint Paul, Minnesota, Metropolitan Airports
                                             Commission, Airport Revenue Bonds, AMT, Series B, 5.25% due
                                             1/01/2019 (b)                                                            3,842


Mississippi--1.4%                            Mississippi Business Finance Corporation, Mississippi, PCR,
                                             Refunding (System Energy Resources Inc. Project):
                  BBB-    Ba1        5,000      5.875% due 4/01/2022                                                  5,004
                  BBB-    Ba1        2,910      5.90% due 5/01/2022                                                   2,915


Missouri--9.7%                               Missouri State Regional Convention & Sports Complex Authority,
                                             Revenue Bond (Convention & Sports Facility Project), Series A-1 (a):
                  AAA     Aaa        6,640      5.375% due 8/15/2015                                                  7,477
                  AAA     Aaa        7,405      5.25% due 8/15/2016                                                   8,206
                  AAA     Aaa        7,770      5.25% due 8/15/2017                                                   8,571
                                             Saint Louis County, Missouri, Regional Convention & Sports Complex
                                             Authority, Revenue Refunding Bonds (Regional Convention & Sports
                                             Complex Facility Project), Series B-1 (a):
                  AAA     Aaa        2,485      5.375% due 8/15/2015                                                  2,798
                  AAA     Aaa        3,700      5.25% due 8/15/2016                                                   4,100
                  AAA     Aaa        3,895      5.25% due 8/15/2017                                                   4,297




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Schedule of Investments (continued)                                                                          (In Thousands)


                S&P       Moody's  Face
State           Ratings   Ratings  Amount    Municipal Bonds                                                         Value
                                                                                                   
Missouri                                     St Louis, Missouri, Airport Revenue Bonds (Airport Developmental
(concluded)                                  Program), Series A (d):
                  AAA     Aaa      $ 5,220      5.625% due 7/01/2016                                              $   5,817
                  AAA     Aaa        3,500      5.625% due 7/01/2017                                                  3,946
                  AAA     Aaa        8,500      5.625% due 7/01/2018                                                  9,563


Montana--0.3%     AA+     Aa1        1,550   Montana State Board of Housing, AMT, S/F Program Revenue Bonds,
                                             Series B-2, 6.35% due 12/01/2021 (g)                                     1,623


Nevada--3.3%      NR*     NR*        2,250   Clark County, Nevada, Improvement District No. 142 Special Assessment,
                                             6.375% due 8/01/2023                                                     2,258
                  AAA     Aaa       14,780   Clark County, Nevada, Passenger Facility Charge, Revenue Refunding
                                             Bonds (Las Vegas McCarran International), 5.375% due 7/01/2014 (d)      16,303


New Jersey--8.6%  AAA     Aaa        9,840   Garden State Preservation Trust, New Jersey, Revenue Bonds,
                                             Series A, 5.25% due 11/01/2016 (c)                                      10,967
                                             New Jersey EDA, Revenue Bonds (School Facilities Construction):
                  AAA     Aaa       10,000      Series A, 5.25% due 6/15/2015 (a)                                    11,006
                  AAA     Aaa       10,000      Series F, 5.25% due 6/15/2015 (b)                                    11,186
                  B       Caa2       5,540   New Jersey EDA, Special Facility Revenue Bonds (Continental
                                             Airlines Inc. Project), AMT, 6.625% due 9/15/2012                        5,221
                  BBB     Baa2      10,535   Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed
                                             Revenue Bonds, 5.75% due 6/01/2016                                      10,065


New Mexico--2.6%                             Farmington, New Mexico, PCR, Refunding:
                  BBB-    Baa3       1,875      (Public Service Company of New Mexico--San Juan), Series B,
                                                6.30% due 12/01/2016                                                  1,956
                  BBB-    Baa3       3,000      (Public Service Company of New Mexico--San Juan), Series D,
                                                6.375% due 4/01/2022                                                  3,150
                  B+      Ba3        9,000      (Tucson Electric Power Co.--San Juan Project), Series A, 6.95%
                                                due 10/01/2020                                                        9,447


New York--27.5%   A       A2        10,500   Metropolitan Transportation Authority, New York, Revenue Refunding
                                             Bonds, Series A, 5.75% due 11/15/2032                                   11,393
                  NR*     NR*        3,165   New York City, New York, City IDA, Civic Facility Revenue Bonds
                                             (Special Needs Facilities Pooled Program), Series C-1, 5.50% due
                                             7/01/2007                                                                3,160
                  CCC+    NR*        3,000   New York City, New York, City IDA, Special Facility Revenue Bonds
                                             (Continental Airlines Inc. Project), AMT, 8.375% due 11/01/2016          2,933
                                             New York City, New York, GO, Refunding:
                  A       A2         5,000      Series B, 5.75% due 8/01/2015                                         5,566
                  AAA     A2         5,050      Series F, 5.25% due 8/01/2015 (d)                                     5,528
                  A       A2        14,000   New York City, New York, GO, Series C, 5.50% due 8/01/2013              15,517
                  AA+     Aa2        2,800   New York City, New York, Transitional Finance Authority Revenue
                                             Bonds, Future Tax Secured, Series C, 5.50% due 5/01/2025                 3,049
                  A       A3         5,580   New York State Dormitory Authority, Lease Revenue Refunding Bonds
                                             (Court Facilities), Series A, 5.25% due 5/15/2012                        6,150
                                             New York State Dormitory Authority Revenue Bonds (North Shore L.I.
                                             Jewish Group):
                  NR*     A3           840      5% due 5/01/2011                                                        893
                  NR*     A3         1,000      5% due 5/01/2012                                                      1,063
                                             New York State Dormitory Authority, Revenue Refunding Bonds:
                  AAA     Aaa       11,450      (City University System), Consolidated Second Generation,
                                                Series A, 6.125% due 7/01/2012 (a)                                   13,422
                  AAA     Aaa        7,775      (City University System), Consolidated Second Generation,
                                                Series A, 6.125% due 7/01/2013 (a)                                    9,124
                  NR*     A3         2,350      (Lenox Hill Hospital Obligation Group), 5.75% due 7/01/2016           2,547
                  BB      Ba1        7,000      (Mount Sinai Health), Series A, 6.625% due 7/01/2018                  7,182
                  BB      Ba1        5,000      (Mount Sinai Health), Series A, 6.625% due 7/01/2019                  5,130
                  AAA     Aaa       15,000      (North Shore University Hospital), 5.20% due 11/01/2017 (d)          16,363
                  AA-     A3         4,755   New York State Thruway Authority, Service Contract Revenue
                                             Refunding Bonds (Local Highway & Bridge), 5.50% due 4/01/2017            5,267
                                             New York State Urban Development Corporation, Correctional & Youth
                                             Facilities Services Revenue Refunding Bonds, Series A:
                  AA-     A3         4,500      5% due 1/01/2017                                                      4,915
                  AA-     A3        11,650      5.50% due 1/01/2017                                                  13,086
                                             Tobacco Settlement Financing Corporation of New York, Revenue
                                             Bonds, Series A-1:
                  AA-     NR*       10,000      5.50% due 6/01/2014                                                  10,735
                  AA-     NR*        8,385      5.25% due 6/01/2016                                                   8,814
                  AA-     NR*        3,340      5.50% due 6/01/2016                                                   3,567




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Schedule of Investments (continued)                                                                          (In Thousands)


                S&P       Moody's  Face
State           Ratings   Ratings  Amount    Municipal Bonds                                                         Value
                                                                                                   
North Carolina--  NR*     NR*      $ 6,000   North Carolina Medical Care Commission, Health Care Facilities,
2.2%                                         First Mortgage Revenue Refunding Bonds (Presbyterian Homes Project),
                                             7% due 10/01/2031                                                    $   6,401
                                             North Carolina Medical Care Commission, Hospital Revenue Bonds
                                             (Maria Parham Medical Center) (h):
                  AA      NR*        2,505      5.50% due 10/01/2013                                                  2,822
                  AA      NR*        2,940      5.50% due 10/01/2016                                                  3,218


Oklahoma--1.4%    B-      Caa2       8,000   Tulsa, Oklahoma, Municipal Airport Trust, Revenue Refunding Bonds
                                             (AMR Corporation), AMT, Series A, 5.80% due 6/01/2035                    7,650


Pennsylvania--                               Pennsylvania State Turnpike Commission, Oil Franchise Tax Revenue
3.3%                                         Bonds, Series B (d):
                  AAA     Aaa        3,370      5.25% due 12/01/2016                                                  3,747
                  AAA     Aaa        3,860      5.25% due 12/01/2017                                                  4,272
                  NR*     NR*        3,800   Philadelphia, Pennsylvania, Authority for Industrial Development,
                                             Health Care Facility Revenue Refunding Bonds (Paul's Run), Series A,
                                             5.875% due 5/15/2028                                                     3,609
                                             Sayre, Pennsylvania, Health Care Facilities Authority Revenue
                                             Refunding Bonds (Guthrie Healthcare System), Series A:
                  A-      NR*        1,750      6.25% due 12/01/2015                                                  1,923
                  A-      NR*        3,000      6.25% due 12/01/2016                                                  3,278
                  A-      NR*        1,490      6.25% due 12/01/2018                                                  1,620


South Carolina--  AAA     Aaa        8,745   South Carolina State Public Service Authority, Revenue Refunding
2.1%                                         Bonds, Series A, 5.50% due 1/01/2010 (c)                                 9,985
                  BBB     Baa2       2,000   Tobacco Settlement Revenue Management Authority of South Carolina,
                                             Tobacco Settlement Revenue Bonds, Series B, 6.375% due 5/15/2028         1,863


Tennessee--2.7%   BB+     Ba1        5,000   McMinn County, Tennessee, IDB, PCR (Calhoun Newsprint Co. Project),
                                             AMT, 7.625% due 3/01/2016                                                5,000
                  A-      Baa1       3,500   Shelby County, Tennessee, Health, Educational and Housing Facility
                                             Board, Hospital Revenue Bonds (Methodist Healthcare), 6.25% due
                                             9/01/2018                                                                3,817
                                             Shelby County, Tennessee, Health, Educational and Housing Facility
                                             Board, Hospital Revenue Refunding Bonds (Methodist Healthcare):
                  A-      Baa1       2,000      6% due 9/01/2016                                                      2,176
                  A-      Baa1       4,000      6% due 9/01/2017                                                      4,316


Texas--11.1%      BBB     Baa2       5,000   Angelina & Neches River Authority, Texas, Solid Waste Disposal
                                             Revenue Refunding Bonds (International Paper Corp.), AMT, Series A,
                                             5.375% due 5/01/2015                                                     5,201
                                             Austin, Texas, Convention Center Revenue Bonds (Convention
                                             Enterprises Inc.), First Tier, Series A:
                  BBB-    Baa3       4,445      6.375% due 1/01/2016                                                  4,728
                  BBB-    Baa3      10,260      6.70% due 1/01/2032                                                  10,860
                  BBB-    NR*        1,500   Bexar County, Texas, Health Facilities Development Corporation,
                                             Revenue Refunding Bonds (Army Retirement Residence Project), 6.30%
                                             due 7/01/2032                                                            1,563
                                             Brazos River Authority, Texas, PCR, Refunding:
                  BBB     Baa2       4,250      (TXU Electric Company Project), AMT, Series C, 5.75% due
                                                5/01/2036                                                             4,458
                  BBB     Baa2       4,885      (Texas Utility Company), AMT, Series A, 7.70% due 4/01/2033           5,483
                  NR*     Ba3        2,440   Gulf Coast, Texas, IDA, Solid Waste Disposal Revenue Bonds (Citgo
                                             Petroleum Corporation Project), AMT, 7.50% due 5/01/2025                 2,497
                  A-      A3         7,420   Lower Colorado River Authority, Texas, PCR (Samsung Austin
                                             Semiconductor), AMT, 6.95% due 4/01/2030                                 8,171
                  BBB-    Ba1        2,600   Matagorda County, Texas, Navigation District Number 1 Revenue
                                             Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029        2,831
                  BB      Ba3        2,300   Port Corpus Christi, Texas, Individual Development Corporation,
                                             Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation
                                             Project), AMT, 8.25% due 11/01/2031                                      2,403
                                             Sabine River Authority, Texas, PCR, Refunding (TXU Electric Company
                                             Project/TXU Energy Company LLC), Series B:
                  BBB     Baa2       5,000      AMT, 5.75% due 5/01/2030                                              5,244
                  BBB     Baa2       4,120      6.15% due 8/01/2022                                                   4,302
                                             Tomball, Texas, Hospital Authority, Revenue Refunding Bonds (Tomball
                                             Regional Hospital):
                  NR*     Baa2       3,140      6.125% due 7/01/2023                                                  3,148
                  NR*     Baa2       2,000      6% due 7/01/2029                                                      2,019


Utah--2.0%        AAA     Aaa       10,000   Utah State, GO, Series A, 5.25% due 7/01/2015                           11,130


Virginia--5.7%    BBB     Baa2      10,000   Giles County, Virginia, IDA, Revenue Bonds (Hoechst Celanese
                                             Corporation), AMT, 6.45% due 5/01/2026                                  10,332
                                             James City County, Virginia, IDA, Residential Care Facility
                                             Revenue Refunding Bonds, Series A:
                  NR*     NR*        3,285      5.75% due 3/01/2017                                                   3,346
                  NR*     NR*        1,000      6% due 3/01/2023                                                      1,007




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Schedule of Investments (concluded)                                                                          (In Thousands)


                S&P       Moody's  Face
State           Ratings   Ratings  Amount    Municipal Bonds                                                         Value
                                                                                                   
Virginia          NR*     Ba3      $ 2,050   Loudoun County, Virginia, IDA, IDR, Refunding (Dulles Airport
(concluded)                                  Marriott Hotel), 7.125% due 9/01/2015                                $   2,028
                                             Pittsylvania County, Virginia, IDA Revenue Refunding Bonds,
                                             Exempt Facility, AMT:
                  NR*     NR*        6,250      Series A, 7.55% due 1/01/2019                                         6,153
                  NR*     NR*        3,000      Series B, 7.65% due 1/01/2010                                         2,975
                  BB      Baa3       8,410   Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds,
                                             Senior-Series A, 5.50% due 8/15/2028                                     6,469


Wisconsin--1.5%   BBB     Baa2       8,500   Badger Asset Securitization Corporation, Asset-Backed Revenue Bonds,
                                             5.75% due 6/01/2012                                                      8,460


Wyoming--0.7%     BB+     Ba3        3,895   Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds
                                             (FMC Corporation Project), AMT, Series A, 7% due 6/01/2024               3,902


Puerto Rico--     A-      A3        14,000   Puerto Rico Electric Power Authority, Power Revenue Bonds,
2.7%                                         Series NN, 5.50% due 7/01/2018                                          15,343


Virgin Islands--  BBB-    Baa3       2,500   Virgin Islands Government Refinery Facilities Revenue Refunding
0.5%                                         Bonds (Hovensa Coker Project), AMT, 6.50% due 7/01/2021                  2,602


                                             Total Municipal Bonds (Cost--$814,336)--147.8%                         836,477



                                   Shares
                                   Held      Short-Term Investments
                                                                                                            
                                     7,100   Merrill Lynch Institutional Tax-Exempt Fund (f)                          7,100

                                             Total Short-Term Investments (Cost--$7,100)--1.3%                        7,100


                  Total Investments  (Cost--$821,436)--149.1%                                                       843,577
                  Unrealized Depreciation on Forward Interest Rate Swaps**--(0.1%)                                    (609)
                  Other Assets Less Liabilities--1.4%                                                                 7,980
                  Preferred Stock, at Redemption Value--(50.4%)                                                   (285,021)
                                                                                                                  ---------
                  Net Assets Applicable to Common Stock--100.0%                                                   $ 565,927
                                                                                                                  =========

(a)AMBAC Insured.

(b)FGIC Insured.

(c)FSA Insured.

(d)MBIA Insured.

(e)XL Capital Insured.

(f)Investments in companies considered to be an affiliate of the
Fund (such companies are defined as "Affiliated Companies" in
Section 2(a)(3) of the Investment Company Act of 1940) are as
follows:

                                                 (in Thousands)

                                         Net           Dividend
Affiliate                              Activity         Income

Merrill Lynch Institutional
Tax-Exempt Fund                         7,100            $91


(g)Federal Housing Administration/Veterans' Administration Mortgages
packaged by the Federal National Mortgage Association.

(h)Radian Insured.

*Not Rated.

**Forward interest rate swaps entered into as of November 30, 2003
were as follows:

                                                 (in Thousands)

                                       Notional     Unrealized
                                        Amount     Depreciation

Receive a variable rate equal to
7-Day Bond Market Association
Municipal Swap Index Rate and
pay a fixed rate equal to 3.737%

Broker, J.P. Morgan Chase Bank
Expires January 2014                     $68,000       $  (118)

Receive a variable rate equal to
3-Month USD LIBOR and pay a
fixed rate equal to 4.765%

Broker, Union Bank of Switzerland
Expires January 2014                     $60,000          (113)

Receive a variable rate equal to
7-Day Bond Market Association
Municipal Swap Index Rate and
pay a fixed rate equal to 3.837%

Broker, J.P. Morgan Chase Bank
Expires February 2014                    $42,000          (378)
                                                       --------
Total                                                  $  (609)
                                                       ========


See Notes to Financial Statements.




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Statement of Net Assets


As of November 30, 2003
                                                                                                   
Assets

               Investments, at value (identified cost--$821,435,727)                                        $   843,577,347
               Cash                                                                                                  16,434
               Receivables:
                  Securities sold                                                         $    20,674,218
                  Interest                                                                     12,843,441
                  Dividends from affiliates                                                           179        33,517,838
                                                                                          ---------------   ---------------
               Total assets                                                                                     877,111,619
                                                                                                            ---------------

Liabilities

               Due to brokers on forward interest rate swaps                                                        608,864
               Payables:
                  Securities purchased                                                         24,245,255
                  Dividends to Common Stock shareholders                                          732,921
                  Investment adviser                                                              258,177
                  Other affiliates                                                                  7,160        25,243,513
                                                                                          ---------------
               Accrued expenses and other liabilities                                                               311,349
                                                                                                            ---------------
               Total liabilities                                                                                 26,163,726
                                                                                                            ---------------

Preferred Stock

               Preferred Stock, at redemption value, par value $.10 per share
               (2,000 Series M7 Shares, 2,700 Series T7 Shares, 2,000 Series W7
               Shares, 2,700 Series TH7 Shares, 2,000 Series F7 Shares of AMPS*
               issued and outstanding at $25,000 per share liquidation preference)                              285,020,950
                                                                                                            ---------------

Net Assets Applicable to Common Stock

               Net assets applicable to Common Stock                                                        $   565,926,943
                                                                                                            ===============

Analysis of Net Assets Applicable to Common Stock

               Common Stock, par value $.10 per share (38,034,934 shares issued
               and outstanding)                                                                             $     3,803,493
               Paid-in capital in excess of par                                                                 537,238,320
               Undistributed investment income--net                                       $     1,423,352
               Accumulated realized capital gains on investments--net                           1,929,022
               Unrealized appreciation on investments--net                                     21,532,756
                                                                                          ---------------
               Total accumulated earnings--net                                                                   24,885,130
                                                                                                            ---------------
               Total--Equivalent to $14.88 net asset value per share of Common Stock
               (market price--$14.00)                                                                       $   565,926,943
                                                                                                            ===============

*Auction Market Preferred Stock.

See Notes to Financial Statements.




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Statement of Operations


For the Period August 1, 2003++ to November 30, 2003
                                                                                                   
Investment Income

               Interest                                                                                     $    11,228,711
               Dividends from affiliates                                                                             91,071
                                                                                                            ---------------
               Total income                                                                                      11,319,782
                                                                                                            ---------------

Expenses

               Investment advisory fees                                                   $     1,417,132
               Commission fees                                                                    182,625
               Accounting services                                                                 70,232
               Transfer agent fees                                                                 22,916
               Custodian fees                                                                      13,535
               Professional fees                                                                    9,554
               Directors' fees and expenses                                                         8,792
               Pricing fees                                                                         6,846
               Printing and shareholder reports                                                     6,002
               Other                                                                                7,053
                                                                                          ---------------
               Total expenses before waiver                                                     1,744,687
               Waiver of expenses                                                               (606,851)
                                                                                          ---------------
               Total expenses after waiver                                                                        1,137,836
                                                                                                            ---------------
               Investment income--net                                                                            10,181,946
                                                                                                            ---------------

Realized & Unrealized Gain on Investments--Net

               Realized gain on investments--net                                                                  1,929,022
               Unrealized appreciation on investments--net                                                       21,532,756
                                                                                                            ---------------
               Total realized and unrealized gain on investments--net                                            23,461,778
                                                                                                            ---------------

Dividends to Preferred Stock Shareholders

               Investment income--net                                                                             (735,861)
                                                                                                            ---------------
               Net Increase in Net Assets Resulting from Operations                                         $    32,907,863
                                                                                                            ===============

++Commencement of operations.

See Notes to Financial Statements.




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Statements of Changes in Net Assets

                                                                                                             For the Period
                                                                                                            August 1, 2003++
                                                                                                            to November 30,
Increase (Decrease) in Net Assets:                                                                                2003
                                                                                                      
Operations

               Investment income--net                                                                       $    10,181,946
               Realized gain on investments--net                                                                  1,929,022
               Unrealized appreciation on investments--net                                                       21,532,756
               Dividends to Preferred Stock shareholders                                                          (735,861)
                                                                                                            ---------------
               Net increase in net assets resulting from operations                                              32,907,863
                                                                                                            ---------------

Dividends to Common Stock Shareholders

               Investment income--net                                                                           (8,022,733)
                                                                                                            ---------------
               Net decrease in net assets resulting from dividends to Common Stock shareholders                 (8,022,733)
                                                                                                            ---------------

Stock Transactions

               Net proceeds from issuance of Common Stock                                                       543,991,875
               Offering costs resulting from the issuance of Common Stock                                         (660,597)
               Offering and underwriting costs resulting from the issuance of Preferred Stock                   (3,162,057)
               Value of shares issued to Common Stock shareholders in reinvestment of dividends                     772,589
                                                                                                            ---------------
               Net increase in net assets derived from stock transactions                                       540,941,810
                                                                                                            ---------------

Net Assets Applicable to Common Stock

               Total increase in net assets applicable to Common Stock                                          565,826,940
               Beginning of period                                                                                  100,003
                                                                                                            ---------------
               End of period*                                                                               $   565,926,943
                                                                                                            ===============
                  *Undistributed investment income--net                                                     $     1,423,352
                                                                                                            ===============

++Commencement of operations.

See Notes to Financial Statements.




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Financial Highlights


The following per share data and ratios have been derived                                                    For the Period
from information provided in the financial statements.                                                      August 1, 2003++
                                                                                                            to November 30,
Increase (Decrease) in Net Asset Value:                                                                           2003
                                                                                                      
Per Share Operating Performance

               Net asset value, beginning of period                                                         $         14.33
                                                                                                            ---------------
               Investment income--net                                                                                   .27
               Realized and unrealized gain on investments--net                                                         .62
                                                                                                            ---------------
               Dividends to Preferred Stock shareholders from investment income--net                                  (.02)
                                                                                                            ---------------
               Total from investment operations                                                                         .87
                                                                                                            ---------------
               Less dividends to Common Stock shareholders from investment income--net                                (.22)
                                                                                                            ---------------
               Capital charge resulting from issuance of Common Stock                                                 (.02)
                                                                                                            ---------------
               Capital charge and underwriting costs resulting from issuance of Preferred Stock                       (.08)
                                                                                                            ---------------
               Net asset value, end of period                                                               $         14.88
                                                                                                            ===============
               Market price per share, end of period                                                        $         14.00
                                                                                                            ===============

Total Investment Return**

               Based on market price per share                                                                   (5.26%)+++
                                                                                                            ===============
               Based on net asset value per share                                                                  5.44%+++
                                                                                                            ===============

Ratios Based on Average Net Assets of Common Stock

               Total expenses, net of waiver***                                                                       .73%*
                                                                                                            ===============
               Total expenses***                                                                                     1.12%*
                                                                                                            ===============
               Investment income--net***                                                                             6.54%*
                                                                                                            ===============
               Amount of dividends to Preferred Stock shareholders                                                    .47%*
                                                                                                            ===============
               Investment income--net, to Common Stock shareholders                                                  6.07%*
                                                                                                            ===============

Ratios Based on Average Net Assets of Common & Preferred Stock***++++

               Total expenses, net of waiver                                                                          .45%*
                                                                                                            ===============
               Total expenses                                                                                         .70%*
                                                                                                            ===============
               Total investment income--net                                                                          4.06%*
                                                                                                            ===============

Ratios Based on Average Net Assets of Preferred Stock++++

               Dividends to Preferred Stock shareholders                                                              .91%*
                                                                                                            ===============

Supplemental Data

               Net assets applicable to Common Stock, end of period (in thousands)                          $       565,927
                                                                                                            ===============
               Preferred Stock outstanding, end of period (in thousands)                                    $       285,000
                                                                                                            ===============
               Portfolio turnover                                                                                    34.03%
                                                                                                            ===============




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003




Financial Highlights (concluded)

                                                                                                             For the Period
                                                                                                            August 1, 2003++
The following per share data and ratios have been derived                                                   to November 30,
from information provided in the financial statements.                                                            2003
                                                                                                      
Leverage

               Asset coverage per $1,000                                                                    $         2,986
                                                                                                            ===============

Dividends Per Share on Preferred Stock Outstanding++++

               Series M7--Investment income--net                                                            $            78
                                                                                                            ===============
               Series T7--Investment income--net                                                            $            55
                                                                                                            ===============
               Series W7--Investment income--net                                                            $            64
                                                                                                            ===============
               Series TH7--Investment income--net                                                           $            64
                                                                                                            ===============
               Series F7--Investment income--net                                                            $            66
                                                                                                            ===============

*Annualized.

**Total investment returns based on market value, which can be
significantly greater or lesser than the net asset value, may result
in substantially different returns. Total investment returns exclude
the effects of sales charges.The Fund's Investment Adviser
voluntarily waived a portion of its management fee. Without such
waiver, the Fund's performance would have been lower.

***Do not reflect the effect of dividends to Preferred Stock
shareholders.

++Commencement of operations.

++++The Fund's Preferred Stock was issued on August 20, 2003.

+++Aggregate total investment return.

See Notes to Financial Statements.




MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Notes to Financial Statements


1. Significant Accounting Policies:
Muni Intermediate Duration Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940, as amended, as a non-
diversified, closed-end management investment company. Prior to
commencement of operations on August 1, 2003, the Fund had no
operations other than those relating to organizational matters and
the sale of 6,981 shares of Common Stock on July 17, 2003 to Fund
Asset Management, L.P. ("FAM") for $100,003. The Fund's financial
statements are prepared in conformity with accounting principles
generally accepted in the United States of America, which may
require the use of management accruals and estimates. These
unaudited financial statements reflect all adjustments, which are,
in the opinion of management, necessary to a fair statement of the
results for the interim period presented. All such adjustments are
of a normal, recurring nature. The Fund's Common Stock is listed on
the New York Stock Exchange under the symbol MUI. The following is a
summary of significant accounting policies followed by the Fund.

(a) Valuation of investments--Municipal bonds are traded primarily
in the over-the-counter markets and are valued at the last available
bid price in the over-the-counter market or on the basis of yield
equivalents as obtained by the Fund's pricing service from one or
more dealers that make markets in the securities. Financial futures
contracts and options thereon, which are traded on exchanges, are
valued at their closing prices as of the close of such exchanges.
Options written or purchased are valued at the last sale price in
the case of exchange-traded options. In the case of options traded
in the over-the-counter market, valuation is the last asked price
(options written) or the last bid price (options purchased). Swap
agreements are valued by quoted fair values received daily by the
Fund from the counterparty. Short-term investments with a remaining
maturity of sixty days or less are valued at amortized cost, which
approximates market value. Securities and assets for which market
quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of
Directors of the Fund, including valuations furnished by a pricing
service retained by the Fund, which may utilize a matrix system for
valuations. The procedures of the pricing service and its valuations
are reviewed by the officers of the Fund under the general
supervision of the Board of Directors.

(b) Derivative financial instruments--The Fund may engage in various
portfolio investment strategies both to increase the return of the
Fund and to hedge, or protect, its exposure to interest rate
movements and movements in the securities markets. Losses may arise
due to changes in the value of the contract or if the counterparty
does not perform under the contract.

* Financial futures contracts--The Fund may purchase or sell
financial futures contracts and options on such futures contracts.
Futures contracts are contracts for delayed delivery of securities
at a specific future date and at a specific price or yield. Upon
entering into a contract, the Fund deposits and maintains as
collateral such initial margin as required by the exchange on which
the transaction is effected. Pursuant to the contract, the Fund
agrees to receive from or pay to the broker an amount of cash equal
to the daily fluctuation in value of the contract. Such receipts or
payments are known as variation margin and are recorded by the Fund
as unrealized gains or losses. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the
time it was closed.

* Options--The Fund may write covered call options and purchase call
and put options. When the Fund writes an option, an amount equal to
the premium received by the Fund is reflected as an asset and an
equivalent liability. The amount of the liability is subsequently
marked to market to reflect the current market value of the option
written. When a security is purchased or sold through an exercise of
an option, the related premium paid (or received) is added to (or
deducted from) the basis of the security acquired or deducted from
(or added to) the proceeds of the security sold. When an option
expires (or the Fund enters into a closing transaction), the Fund
realizes a gain or loss on the option to the extent of the premiums
received or paid (or gain or loss to the extent the cost of the
closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Notes to Financial Statements (continued)


* Forward interest rate swaps--The Fund may enter into forward
interest rate swaps. In a forward interest rate swap, the Fund and
the counterparty agree to make periodic net payments on a specified
notional contract amount, commencing on a specified future effective
date, unless terminated earlier. When the agreement is closed, the
Fund records a realized gain or loss in an amount equal to the value
of the agreement.

(c) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required.

(d) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Realized gains and losses on security
transactions are determined on the identified cost basis. Dividend
income is recorded on the ex-dividend dates. Interest income is
recognized on the accrual basis. The Fund amortizes all premiums and
discounts on debt securities.

(e) Dividends and distributions--Dividends from net investment
income are declared and paid monthly. Distributions of capital gains
are recorded on the ex-dividend dates.


2. Investment Advisory Agreement and Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Fund
Asset Management, L.P. ("FAM"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect, wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the
limited partner.

FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee at an annual rate of .55% of
the Fund's average daily net assets, including proceeds from the
issuance of Preferred Stock. FAM has contractually agreed to waive a
portion of its fee during the first seven years of the Fund's
operations ending July 31, 2010, as follows:


                                        Fee Waiver
                                     (As a Percentage
                                     of Average Daily
                                       Net Assets)

Years 1 through 5                          .15%
Year 6                                     .10%
Year 7                                     .05%
Year 8 and thereafter                      .00%


FAM has not agreed to waive any portion of its fee beyond July 31,
2010.

For the period August 1, 2003 to November 30, 2003, FAM earned fees
of $1,417,132, of which $606,851 was waived.

During the period August 1, 2003 to November 30, 2003, Merrill
Lynch, Pierce, Fenner and Smith Incorporated ("MLPF&S"), an
affiliate of FAM, received underwriting fees of $2,850,000 in
connection with the issuance of the Fund's Preferred Stock.

For the period August 1, 2003 to November 30, 2003, the Fund
reimbursed FAM $5,684 for certain accounting services.

Certain officers and/or directors of the Fund are officers and/or
directors of FAM, PSI, and/or ML & Co.


3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the period August 1, 2003 to November 30, 2003 were
$1,043,794,386 and $232,137,419, respectively.

Net realized gains (losses) for the period August 1, 2003 to
November 30, 2003 and net unrealized gain (losses) as of November
30, 2003 were as follows:


                                        Realized         Unrealized
                                  Gains (Losses)     Gains (Losses)

Long-term investments              $   3,890,682      $  22,141,620
Short-term investments                    44,140                 --
Forward interst rate swaps           (2,005,800)          (608,864)
                                   -------------      -------------
Total                              $   1,929,022      $  21,532,756
                                   =============      =============



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Notes to Financial Statements (concluded)


As of November 30, 2003, net unrealized appreciation for Federal
income tax purposes aggregated $22,185,217, of which $22,541,794
related to appreciated securities and $356,577 related to
depreciated securities. The aggregate cost of investments at
November 30, 2003 for Federal income tax purposes was $821,392,130.


4. Stock Transactions:
The Fund is authorized to issue 200,000,000 shares of stock,
including Preferred Stock, par value $.10 per share, all of which
were initially classified as Common Stock. The Board of Directors is
authorized, however, to reclassify any unissued shares of stock
without approval of holders of Common Stock.

Common Stock
Shares issued and outstanding during the period August 1, 2003 to
November 30, 2003 increased by 37,975,000 from shares sold and
52,953 from reinvestment of dividends.

Preferred Stock
Auction Market Preferred Stock are redeemable shares of Preferred
Stock of the Fund, with a par value of $.10 per share and a
liquidation preference of $25,000 per share, plus accrued and unpaid
dividends, that entitle their holders to receive cash dividends at
an annual rate that may vary for the successive dividend periods.
The yields in effect at November 30, 2003 were as follows: Series
M7, 1.12%; Series T7, 1.10%; Series TH7, 1.12%; Series W7, 1.12%;
and Series F7, 1.10%.

Shares issued and outstanding during the period August 1, 2003 to
November 30, 2003 increased by 11,400 from issuance of Preferred
Stock.

The Fund pays commissions to certain broker-dealers at the end of
each auction at an annual rate ranging from .25% to .375%,
calculated on the proceeds of each auction. For the period ended
November 30, 2003, MLPF&S earned $175,269 as commissions.


5. Subsequent Event:
The Fund paid a tax-exempt income dividend to holders of Common
Stock in the amount of $.072000 per share on December 30, 2003 to
shareholders of record on December 17, 2003.



Quality Profile


The quality ratings of securities in the Fund as of November 30,
2003 were as follows:

                                        Percent of
                                          Total
S&P Rating/Moody's Rating              Investments

AAA/Aaa                                    33.3%
AA/Aa                                       9.8
A/A                                        20.9
BBB/Baa                                    21.6
BB/Ba                                       4.6
B/B                                         2.4
CCC/Caa                                     0.4
NR (Not Rated)                              7.0



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Officers and Directors


Terry K. Glenn, President and Director
Donald W. Burton, Director
M. Colyer Crum, Director
Laurie Simon Hodrick, Director
David H. Walsh, Director
Fred G. Weiss, Director
Kenneth A. Jacob, Senior Vice President
John M. Loffredo, Senior Vice President
Robert A. DiMella, Vice President
Donald C. Burke, Vice President and Treasurer
Brian D. Stewart, Secretary



Custodian
State Street Bank & Trust
P.O. Box 351
Boston, MA 02101


Transfer Agents

Common Stock:
EquiServe
P.O. Box 43010
Providence, RI 02940-3010


Preferred Stock:
The Bank of New York
100 Church Street
New York, NY 10286



NYSE Symbol
MUI



Electronic Delivery


The Fund is now offering electronic delivery of communications to
its shareholders. In order to receive this service, you must
register your account and provide us with e-mail information.
To sign up for this service, simply access this website
http://www.icsdelivery.com/live and follow the instructions.
When you visit this site, you will obtain a personal identification
number (PIN). You will need this PIN should you wish to update your
e-mail address, choose to discontinue this service and/or make any
other changes to the service. This service is not available for
certain retirement accounts at this time.



MUNI INTERMEDIATE DURATION FUND, INC., NOVEMBER 30, 2003



Item 2 - Did registrant adopt a code of ethics, as of the end of the
period covered by this report, that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by
the registrant or a third party?  If not, why not?  Briefly describe
any amendments or waivers that occurred during the period.  State
here if code of ethics/amendments/waivers are on website and give
website address-.  State here if fund will send code of ethics to
shareholders without charge upon request--N/A (annual requirement
only)

Item 3 - Did the registrant's board of directors determine that the
registrant either: (i) has at least one audit committee financial
expert serving on its audit committee; or (ii) does not have an
audit committee financial expert serving on its audit committee?  If
yes, disclose name of financial expert and whether he/she is
"independent," (fund may, but is not required, to disclose name/
independence of more than one financial expert)  If no, explain why
not. - N/A (annual requirement only)

Item 4 - Disclose annually only (not answered until December 15,
2003)

(a) Audit Fees - Disclose aggregate fees billed for each of the last
two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements
for those fiscal years. N/A.

(b) Audit-Related Fees - Disclose aggregate fees billed in each of
the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance
of the audit of the registrant's financial statements and are not
reported under paragraph (a) of this Item.  Registrants shall
describe the nature of the services comprising the fees disclosed
under this category.  N/A.

(c) Tax Fees - Disclose aggregate fees billed in each of the last
two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning.
Registrants shall describe the nature of the services comprising the
fees disclosed under this category.  N/A.

(d) All Other Fees - Disclose aggregate fees billed in each of the
last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs
(a) through (c) of this Item.  Registrants shall describe the nature
of the services comprising the fees disclosed under this category.
N/A.

(e)(1) Disclose the audit committee's pre-approval policies and
procedures described in paragraph (c)(7) of Rule 2-01 of Regulation
S-X.  N/A.

(e)(2) Disclose the percentage of services described in each of
paragraphs (b) through (d) of this Item that were approved by the
audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.  N/A.

(f) If greater than 50%, disclose the percentage of hours expended
on the principal accountant's engagement to audit the registrant's
financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal
accountant's full-time, permanent employees.  N/A.

(g) Disclose the aggregate non-audit fees billed by the registrant's
accountant for services rendered to the registrant, and rendered to
the registrant's investment adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the adviser
that provides ongoing services to the registrant for each of the
last two fiscal years of the registrant.  N/A.

(h) Disclose whether the registrant's audit committee has considered
whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser
whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.  N/A.

Item 5 - If the registrant is a listed issuer as defined in Rule
10A-3 under the Exchange Act, state whether or not the registrant
has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act.  If the
registrant has such a committee, however designated, identify each
committee member.  If the entire board of directors is acting as the
registrant's audit committee in Section 3(a)(58)(B) of the Exchange
Act, so state.

If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act regarding an exemption from the listing
standards for audit committees. N/A

(Listed issuers must be in compliance with the new listing rules by
the earlier of their first annual shareholders meeting after January
2004, or October 31, 2004 (annual requirement))

Item 6 - Reserved

Item 7 - For closed-end funds that contain voting securities in
their portfolio, describe the policies and procedures that it uses
to determine how to vote proxies relating to those portfolio
securities.


Proxy Voting Policies and Procedures

Each Fund's Board of Directors/Trustees has delegated to Merrill
Lynch Investment Managers, L.P. and/or Fund Asset Management, L.P.
(the "Investment Adviser") authority to vote all proxies relating to
the Fund's portfolio securities.  The Investment Adviser has adopted
policies and procedures ("Proxy Voting Procedures") with respect to
the voting of proxies related to the portfolio securities held in
the account of one or more of its clients, including a Fund.
Pursuant to these Proxy Voting Procedures, the Investment Adviser's
primary objective when voting proxies is to make proxy voting
decisions solely in the best interests of each Fund and its
shareholders, and to act in a manner that the Investment Adviser
believes is most likely to enhance the economic value of the
securities held by the Fund.  The Proxy Voting Procedures are
designed to ensure that that the Investment Adviser considers the
interests of its clients, including the Funds, and not the interests
of the Investment Adviser, when voting proxies and that real (or
perceived) material conflicts that may arise between the Investment
Adviser's interest and those of the Investment Adviser's clients are
properly addressed and resolved.

In order to implement the Proxy Voting Procedures, the Investment
Adviser has formed a Proxy Voting Committee (the "Committee").  The
Committee is comprised of the Investment Adviser's Chief Investment
Officer (the "CIO"), one or more other senior investment
professionals appointed by the CIO, portfolio managers and
investment analysts appointed by the CIO and any other personnel the
CIO deems appropriate.  The Committee will also include two non-
voting representatives from the Investment Adviser's Legal
department appointed by the Investment Adviser's General Counsel.
The Committee's membership shall be limited to full-time employees
of the Investment Adviser.  No person with any investment banking,
trading, retail brokerage or research responsibilities for the
Investment Adviser's affiliates may serve as a member of the
Committee or participate in its decision making (except to the
extent such person is asked by the Committee to present information
to the Committee, on the same basis as other interested
knowledgeable parties not affiliated with the Investment Adviser
might be asked to do so).  The Committee determines how to vote the
proxies of all clients, including a Fund, that have delegated proxy
voting authority to the Investment Adviser and seeks to ensure that
all votes are consistent with the best interests of those clients
and are free from unwarranted and inappropriate influences.  The
Committee establishes general proxy voting policies for the
Investment Adviser and is responsible for determining how those
policies are applied to specific proxy votes, in light of each
issuer's unique structure, management, strategic options and, in
certain circumstances, probable economic and other anticipated
consequences of alternate actions.  In so doing, the Committee may
determine to vote a particular proxy in a manner contrary to its
generally stated policies.  In addition, the Committee will be
responsible for ensuring that all reporting and recordkeeping
requirements related to proxy voting are fulfilled.

The Committee may determine that the subject matter of a recurring
proxy issue is not suitable for general voting policies and requires
a case-by-case determination.  In such cases, the Committee may
elect not to adopt a specific voting policy applicable to that
issue.  The Investment Adviser believes that certain proxy voting
issues require investment analysis - such as approval of mergers and
other significant corporate transactions - akin to investment
decisions, and are, therefore, not suitable for general guidelines.
The Committee may elect to adopt a common position for the
Investment Adviser on certain proxy votes that are akin to
investment decisions, or determine to permit the portfolio manager
to make individual decisions on how best to maximize economic value
for a Fund (similar to normal buy/sell investment decisions made by
such portfolio managers).  While it is expected that the Investment
Adviser will generally seek to vote proxies over which the
Investment Adviser exercises voting authority in a uniform manner
for all the Investment Adviser's clients, the Committee, in
conjunction with a Fund's portfolio manager, may determine that the
Fund's specific circumstances require that its proxies be voted
differently.

To assist the Investment Adviser in voting proxies, the Committee
has retained Institutional Shareholder Services ("ISS").  ISS is an
independent adviser that specializes in providing a variety of
fiduciary-level proxy-related services to institutional investment
managers, plan sponsors, custodians, consultants, and other
institutional investors.  The services provided to the Investment
Adviser by ISS include in-depth research, voting recommendations
(although the Investment Adviser is not obligated to follow such
recommendations), vote execution, and recordkeeping.  ISS will also
assist the Fund in fulfilling its reporting and recordkeeping
obligations under the Investment Company Act.

The Investment Adviser's Proxy Voting Procedures also address
special circumstances that can arise in connection with proxy
voting.  For instance, under the Proxy Voting Procedures, the
Investment Adviser generally will not seek to vote proxies related
to portfolio securities that are on loan, although it may do so
under certain circumstances.  In addition, the Investment Adviser
will vote proxies related to securities of foreign issuers only on a
best efforts basis and may elect not to vote at all in certain
countries where the Committee determines that the costs associated
with voting generally outweigh the benefits.  The Committee may at
any time override these general policies if it determines that such
action is in the best interests of a Fund.

From time to time, the Investment Adviser may be required to vote
proxies in respect of an issuer where an affiliate of the Investment
Adviser (each, an "Affiliate"), or a money management or other
client of the Investment Adviser (each, a "Client") is involved.
The Proxy Voting Procedures and the Investment Adviser's adherence
to those procedures are designed to address such conflicts of
interest.  The Committee intends to strictly adhere to the Proxy
Voting Procedures in all proxy matters, including matters involving
Affiliates and Clients.  If, however, an issue representing a non-
routine matter that is material to an Affiliate or a widely known
Client is involved such that the Committee does not reasonably
believe it is able to follow its guidelines (or if the particular
proxy matter is not addressed by the guidelines) and vote
impartially, the Committee may, in its discretion for the purposes
of ensuring that an independent determination is reached, retain an
independent fiduciary to advise the Committee on how to vote or to
cast votes on behalf of the Investment Adviser's clients.

In the event that the Committee determines not to retain an
independent fiduciary, or it does not follow the advice of such an
independent fiduciary, the powers of the Committee shall pass to a
subcommittee, appointed by the CIO (with advice from the Secretary
of the Committee), consisting solely of Committee members selected
by the CIO.  The CIO shall appoint to the subcommittee, where
appropriate, only persons whose job responsibilities do not include
contact with the Client and whose job evaluations would not be
affected by the Investment Adviser's relationship with the Client
(or failure to retain such relationship).  The subcommittee shall
determine whether and how to vote all proxies on behalf of the
Investment Adviser's clients or, if the proxy matter is, in their
judgment, akin to an investment decision, to defer to the applicable
portfolio managers, provided that, if the subcommittee determines to
alter the Investment Adviser's normal voting guidelines or, on
matters where the Investment Adviser's policy is case-by-case, does
not follow the voting recommendation of any proxy voting service or
other independent fiduciary that may be retained to provide research
or advice to the Investment Adviser on that matter, no proxies
relating to the Client may be voted unless the Secretary, or in the
Secretary's absence, the Assistant Secretary of the Committee
concurs that the subcommittee's determination is consistent with the
Investment Adviser's fiduciary duties

In addition to the general principles outlined above, the Investment
Adviser has adopted voting guidelines with respect to certain
recurring proxy issues that are not expected to involve unusual
circumstances.  These policies are guidelines only, and the
Investment Adviser may elect to vote differently from the
recommendation set forth in a voting guideline if the Committee
determines that it is in a Fund's best interest to do so.  In
addition, the guidelines may be reviewed at any time upon the
request of a Committee member and may be amended or deleted upon the
vote of a majority of Committee members present at a Committee
meeting at which there is a quorum.

The Investment Adviser has adopted specific voting guidelines with
respect to the following proxy issues:

* Proposals related to the composition of the Board of Directors of
issuers other than investment companies.  As a general matter, the
Committee believes that a company's Board of Directors (rather than
shareholders) is most likely to have access to important, nonpublic
information regarding a company's business and prospects, and is
therefore best-positioned to set corporate policy and oversee
management.  The Committee, therefore, believes that the foundation
of good corporate governance is the election of qualified,
independent corporate directors who are likely to diligently
represent the interests of shareholders and oversee management of
the corporation in a manner that will seek to maximize shareholder
value over time.  In individual cases, the Committee may look at a
nominee's history of representing shareholder interests as a
director of other companies or other factors, to the extent the
Committee deems relevant.

* Proposals related to the selection of an issuer's independent
auditors.  As a general matter, the Committee believes that
corporate auditors have a responsibility to represent the interests
of shareholders and provide an independent view on the propriety of
financial reporting decisions of corporate management.  While the
Committee will generally defer to a corporation's choice of auditor,
in individual cases, the Committee may look at an auditors' history
of representing shareholder interests as auditor of other companies,
to the extent the Committee deems relevant.

* Proposals related to management compensation and employee
benefits.  As a general matter, the Committee favors disclosure of
an issuer's compensation and benefit policies and opposes excessive
compensation, but believes that compensation matters are normally
best determined by an issuer's board of directors, rather than
shareholders.  Proposals to "micro-manage" an issuer's compensation
practices or to set arbitrary restrictions on compensation or
benefits will, therefore, generally not be supported.

* Proposals related to requests, principally from management, for
approval of amendments that would alter an issuer's capital
structure.  As a general matter, the Committee will support requests
that enhance the rights of common shareholders and oppose requests
that appear to be unreasonably dilutive.

* Proposals related to requests for approval of amendments to an
issuer's charter or by-laws.  As a general matter, the Committee
opposes poison pill provisions.

* Routine proposals related to requests regarding the formalities of
corporate meetings.

* Proposals related to proxy issues associated solely with holdings
of investment company shares.  As with other types of companies, the
Committee believes that a fund's Board of Directors (rather than its
shareholders) is best-positioned to set fund policy and oversee
management.  However, the Committee opposes granting Boards of
Directors authority over certain matters, such as changes to a
fund's investment objective, that the Investment Company Act
envisions will be approved directly by shareholders.

* Proposals related to limiting corporate conduct in some manner
that relates to the shareholder's environmental or social concerns.
The Committee generally believes that annual shareholder meetings
are inappropriate forums for discussion of larger social issues, and
opposes shareholder resolutions "micromanaging" corporate conduct or
requesting release of information that would not help a shareholder
evaluate an investment in the corporation as an economic matter.
While the Committee is generally supportive of proposals to require
corporate disclosure of matters that seem relevant and material to
the economic interests of shareholders, the Committee is generally
not supportive of proposals to require disclosure of corporate
matters for other purposes.

Item 8--Reserved

Item 9(a) - The registrant's certifying officers have reasonably
designed such disclosure controls and procedures to ensure material
information relating to the registrant is made known to us by others
particularly during the period in which this report is being
prepared.  The registrant's certifying officers have determined that
the registrant's disclosure controls and procedures are effective
based on our evaluation of these controls and procedures as of a
date within 90 days prior to the filing date of this report.

Item 9(b)--There were no significant changes in the registrant's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Item 10 - Exhibits

10(a) - Attach code of ethics or amendments/waivers, unless code of
ethics or amendments/waivers is on website or offered to
shareholders upon request without charge.  N/A.

10(b) - Attach certifications pursuant to Section 302 of the
Sarbanes-Oxley Act.  Attached hereto.


Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Muni Intermediate Duration Fund, Inc.


By:    _/s/ Terry K. Glenn_______
       Terry K. Glenn,
       President of
       Muni Intermediate Duration Fund, Inc.


Date: January 21, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.


By:    _/s/ Terry K. Glenn________
       Terry K. Glenn,
       President of
       Muni Intermediate Duration Fund, Inc.


Date: January 21, 2004


By:    _/s/ Donald C. Burke________
       Donald C. Burke,
       Chief Financial Officer of
       Muni Intermediate Duration Fund, Inc.


Date: January 21, 2004




Attached hereto as a furnished exhibit are the certifications
pursuant to Section 906 of the Sarbanes-Oxley Act.