UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY 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: 05/31/2004 Date of reporting period: 06/01/04 - 08/31/04 Item 1 - Schedule of Investments Muni Intermediate Duration Fund, Inc. Schedule of Investment as of August 31, 2004 (in Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value Arizona - 1.2% NR* Ba1 $ 1,000 Maricopa County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project 1), Series A, 6.625% due 7/01/2020 $ 991 NR* NR* 3,000 Navajo County, Arizona, IDA, IDR (Stone Container Corporation Project), AMT, 7.20% due 6/01/2027 3,016 Pima County, Arizona, IDA, Education Revenue Bonds (Arizona Charter Schools Project): NR* Baa3 1,000 Series C, 6.70% due 7/01/2021 1,029 NR* Baa3 1,750 Series K/L, 6.375% due 7/01/2031 1,756 California - AAA Aaa 21,465 California Pollution Control Financing Authority, PCR, 24.6% Refunding (Pacific Gas & Electric), AMT, Series A, 5.35% due 12/01/2016(d) 23,233 California State Department of Water Resources, Power Supply Revenue Bonds, Series A: BBB+ A2 8,500 5.25% due 5/01/2020 9,072 BBB+ A2 5,000 5.375% due 5/01/2021 5,361 BBB+ A2 6,500 5.375% due 5/01/2022 6,926 AAA Aaa 11,740 California State Economic Recovery Bonds, GO, Series A, 5.25% due 7/01/2013(d) 13,294 AAA Aaa 5,000 California State, GO, Refunding, 5.25% due 2/01/2027(d) 5,235 A- Baa1 10,000 California State Public Works Board, Lease Revenue Bonds (Department of Corrections), Series C, 5.50% due 6/01/2020 10,788 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 below. AMT Alternative Minimum Tax (subject to) 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 TAN Tax Anticipation Notes VRDN Variable Rate Demand Notes Muni Intermediate Duration Fund, Inc. Schedule of Investment as of August 31, 2004 (concluded) (in Thousands) S&P Moody's Face State Ratings Ratings Amount Municipal Bonds Value California A A3 $ 17,500 California State, Various Purpose, GO, 5.50% due 4/01/2028 $ 18,621 (concluded) A A3 2,500 California Statewide Communities Development Authority, Health Facility Revenue Bonds (Memorial Health Services), Series A, 6% due 10/01/2023 2,671 NR* NR* 2,400 Elk Grove, California, Poppy Ridge Community Facilities Number 3 Special Tax, Series 1, 6% due 9/01/2028 2,439 Golden State Tobacco Securitization Corporation of California, Tobacco Settlement Revenue Bonds, Series B: A- Baa1 5,000 5.625% due 6/01/2020 5,167 A- Baa1 2,000 5.75% due 6/01/2021 2,098 A- Baa1 7,575 5.75% due 6/01/2022 7,919 A- Baa1 7,495 5.75% due 6/01/2023 7,809 AAA Aaa 1,515 Rowland, California, Unified School District, GO (Election of 2000), Series B, 5.25% due 8/01/2027(c) 1,592 Sacramento, California, Special Tax (North Natomas Community Facilities), Series 4-C: NR* NR* 585 5.60% due 9/01/2020 606 NR* NR* 1,720 5.75% due 9/01/2022 1,767 NR* NR* 500 5.90% due 9/01/2023 513 NR* NR* 3,000 6% due 9/01/2028 3,075 AAA Aaa 4,545 San Bernardino, California, Community College District, GO (Election of 2002), Series B, 5.25% due 8/01/2028(d) 4,793 AAA Aaa 2,680 San Dieguito, California, Public Facilities Authority Revenue Bonds, 5% due 8/01/2021(a) 2,756 San Jose, California, Airport Revenue Bonds, Series A(b): AAA Aaa 2,040 5.25% due 3/01/2016 2,231 AAA Aaa 3,000 5.25% due 3/01/2017 3,281 Colorado - 4.5% Denver, Colorado, City and County Airport Revenue Refunding Bonds(d): AAA Aaa 11,000 Series A, 5.50% due 11/15/2025 11,688 AAA Aaa 2,000 Series E, 5.25% due 11/15/2023 2,128 NR* NR* 1,000 Elk Valley, Colorado, Public Improvement Revenue Bonds (Public Improvement Fee), Series A, 7.10% due 9/01/2014 1,046 BBB- NR* 2,250 Montrose, Colorado, Memorial Hospital, Revenue Bonds, 6.375% due 12/01/2023 2,371 NR* NR* 7,500 Plaza Metropolitan District No. 1, Colorado, Tax Allocation Revenue Bonds (Public Improvement Fees), 7.50% due 12/01/2015 7,813 NR* NR* 1,000 Southlands, Colorado, Medical District, GO (Metropolitan District # 1), 6.75% due 12/01/2016 997 Connecticut - BBB- Baa3 1,160 Connecticut State Development Authority, Airport Facility 1.7% Revenue Bonds (LearJet Inc. Project), AMT, 7.95% due 4/01/2026 1,314 BBB A3 8,000 Connecticut State Development Authority, PCR, Refunding (Connecticut Light and Power Company), Series A, 5.85% due 9/01/2028 8,396 Florida - 2.3% BBB- Baa3 1,000 Broward County, Florida, Airport Exempt Facility Revenue Bonds (Learjet Inc. Project), AMT, 7.50% due 11/01/2020 1,102 NR* NR* 3,000 Harbor Bay, Florida, Community Development District, Capital Improvement Special Assessment Bonds, 6.75% due 5/01/2034 3,206 NR* NR* 3,500 Midtown Miami, Florida, Community Development District, Special Assessment Revenue Bonds, Series A, 6% due 5/01/2024 3,569 NR* NR* 1,000 Orlando, Florida, Urban Community Development District, Capital Improvement Special Assessment Bonds, 6% due 5/01/2020 1,016 NR* NR* 1,085 Portofino Shores, Florida, Community Development District, Special Assessment Bonds, Series A, 6.40% due 5/01/2034 1,132 NR* Baa3 2,290 South Lake County, Florida, Hospital District Revenue Bonds (South Lake Hospital Inc.), 6.625% due 10/01/2023 2,397 NR* NR* 1,000 Sterling Hill, Florida, Community Development District, Capital Improvement Revenue Refunding Bonds, Series B, 5.50% due 11/01/2010 1,016 Georgia - 2.8% NR* NR* 1,500 Atlanta, Georgia, Tax Allocation Revenue Bonds (Atlantic Station Project), 7.90% due 12/01/2024 1,573 AAA VMIG1++ 1,100 Atlanta, Georgia, Water and Wastewater Revenue Bonds, VRDN, Series C, 1.34% due 11/01/2041(c)(i) 1,100 NR* NR* 5,210 Brunswick & Glynn County, Georgia, Development Authority, First Mortgage Revenue Bonds (Coastal Community Retirement Corporation Project), Series A, 7.125% due 1/01/2025 5,070 NR* NR* 4,500 Fulton County, Georgia, Residential Care Facilities Revenue Refunding Bonds (Canterbury Court Project), Series A, 5.80% due 2/15/2018 4,539 Savannah, Georgia, EDA, Revenue Bonds (Marshes of Skidaway), First Mortgage, Series A: NR* NR* 1,245 6.25% due 1/01/2012 1,234 NR* NR* 2,245 6.85% due 1/01/2019 2,270 Idaho - 0.1% NR* Aa1 810 Idaho Housing and Finance Association, S/F Mortgage Revenue Bonds, AMT, Series F-2, 5.85% due 7/01/2015(f) 817 Illinois - AAA Aaa 2,510 Chicago, Illinois, O'Hare International Airport Revenue Bonds, 12.6% 3rd Lien, AMT, Series B-2, 6% due 1/01/2029(e) 2,746 Chicago, Illinois, O'Hare International Airport Revenue Refunding Bonds, 3rd Lien, AMT, Series A-2: A- A2 18,955 6% due 1/01/2017 21,285 AAA Aaa 12,300 5.75% due 1/01/2019(c) 13,619 AAA Aaa 4,000 Chicago, Illinois, Wastewater Transmission Revenue Bonds, Second Lien, 5.25% due 1/01/2008(a)(g) 4,446 Hodgkins, Illinois, Environmental Improvement Revenue Bonds, AMT: BBB Baa1 5,280 (MBM Project), 6% due 11/01/2015 5,333 BBB Baa1 6,000 (Metro Biosolids Management LLC Project), 5.90% due 11/01/2017 6,030 BBB NR* 6,930 Illinois, Development Finance Authority Revenue Bonds (Community Rehabilitation Providers Facilities), Series A, 6.625% due 7/01/2032 7,232 BBB NR* 5,540 Illinois Development Finance Authority, Revenue Refunding Bonds (Community Rehab Providers), Series A, 6.05% due 7/01/2019 5,689 AAA Aaa 2,070 Illinois Health Facilities Authority Revenue Bonds (University of Chicago Hospital System), 5.375% due 8/15/2017(d) 2,261 Illinois Health Facilities Authority, Revenue Refunding Bonds, VRDN(i): AA+ VMIG1++ 2,200 (Resurrection Health Care), Series A, 1.34% due 5/15/2029(c) 2,200 A1+ VMIG1++ 1,400 (University of Chicago Hospitals), 1.35% due 8/01/2026(d) 1,400 Indiana - 1.5% Indiana Transportation Finance Authority, Highway Revenue Bonds, Series A(b): AAA Aaa 3,230 5.25% due 6/01/2024 3,435 AAA Aaa 5,000 5.25% due 6/01/2025 5,309 Louisiana - B NR* 3,900 Hodge, Louisiana, Utility Revenue Refunding Bonds (Stone Container 2.2% Corporation), AMT, 7.45% due 3/01/2024 4,039 Port New Orleans, Louisiana, IDR, Refunding (Continental Grain Company Project): BB- NR* 3,500 7.50% due 7/01/2013 3,612 BB- NR* 5,000 6.50% due 1/01/2017 5,067 Maine - 1.6% NR* Baa2 1,965 Portland, Maine, Housing Development Corporation, Senior Living Revenue Bonds (Avesta Housing Development Corporation Project), Series A, 6% due 2/01/2034 1,946 NR* Ba2 7,000 Rumford, Maine, Solid Waste Disposal Revenue Refunding Bonds (Boise Cascade Corporation Project), AMT, 6.875% due 10/01/2026 7,089 Massachusetts - Massachusetts State Development Finance Agency, Resource Recovery 0.6% Revenue Bonds (Ogden Haverhill Associates), AMT, Series B: BBB NR* 1,210 5.35% due 12/01/2015 1,190 BBB NR* 2,000 5.50% due 12/01/2019 1,969 Michigan - 1.7% BBB Baa2 1,125 Delta County, Michigan, Economic Development Corporation, Environmental Improvement Revenue Refunding Bonds (Mead Westvaco-Escanaba), Series A, 6.25% due 4/15/2027 1,185 AAA VMIG1++ 200 Detroit, Michigan, Sewer Disposal Revenue Bonds, Senior Lien, VRDN, Series A, 1.34% due 7/01/2033(c)(i) 200 BBB- NR* 3,325 Macomb County, Michigan, Hospital Finance Authority, Hospital Revenue Bonds (Mount Clemens General Hospital), Series B, 5.875% due 11/15/2034 3,122 A A2 4,795 Michigan State Hospital Finance Authority, Revenue Refunding Bonds (Oakwood Obligated Group), Series A, 6% due 4/01/2022 5,146 Minnesota - Minneapolis and Saint Paul, Minnesota, Housing and Redevelopment 0.7% Authority, Health Care System Revenue Bonds (Group Health Plan Inc. Project): BBB+ Baa1 1,000 6% due 12/01/2019 1,061 BBB+ Baa1 2,545 6% due 12/01/2021 2,672 Mississippi - Mississippi Business Finance Corporation, Mississippi, PCR, 1.4% Refunding (System Energy Resources Inc. Project): BBB- Ba1 5,000 5.875% due 4/01/2022 5,020 BBB- Ba1 2,910 5.90% due 5/01/2022 2,938 Missouri - 3.4% St Louis, Missouri, Airport Revenue Bonds (Airport Developmental Program), Series A(d): AAA Aaa 5,220 5.625% due 7/01/2016 5,795 AAA Aaa 3,500 5.625% due 7/01/2017 3,933 AAA Aaa 8,500 5.625% due 7/01/2018 9,550 Montana - 0.2% AA+ Aa1 1,355 Montana State Board of Housing, AMT, S/F Program Revenue Bonds, Series B-2, 6.35% due 12/01/2021(f) 1,402 Nevada - 0.4% NR* NR* 2,250 Clark County, Nevada, Improvement District No. 142 Special Assessment, 6.375% due 8/01/2023 2,320 New Jersey - AAA Aaa 7,735 Casino Reinvestment Development Authority, New Jersey, Parking 9.1% Fee Revenue Bonds, 5% due 10/01/2021(a) 8,096 Garden State Preservation Trust, New Jersey, Open Space and Farmland Preservation Revenue Bonds, Series A(c): AAA Aa3 3,635 5.80% due 11/01/2021 3,989 AAA Aa3 5,050 5.80% due 11/01/2023 5,486 AAA Aaa 17,900 New Jersey EDA, Motor Vehicle Surcharge Revenue Bonds, Series A, 5.25% due 7/01/2033(d) 18,710 B Caa2 5,540 New Jersey EDA, Special Facility Revenue Bonds (Continental Airlines Inc. Project), AMT, 6.625% due 9/15/2012 4,923 AAA Aaa 2,030 Sparta Township, New Jersey, School District, GO, Refunding, 5% due 9/01/2020(d) 2,140 BBB Baa3 9,535 Tobacco Settlement Financing Corporation of New Jersey, Asset-Backed Revenue Bonds, 5.75% due 6/01/2016 9,088 New Mexico - Farmington, New Mexico, PCR, Refunding: 2.2% BBB Baa2 3,000 (Public Service Company of New Mexico - San Juan), Series D, 6.375% due 4/01/2022 3,163 B+ Ba3 9,000 (Tucson Electric Power Co.- San Juan Project), Series A, 6.95% due 10/01/2020 9,341 New York - NR* NR* 1,250 Dutchess County, New York, IDA, Civic Facility Revenue Bonds 30.0% (Saint Francis Hospital), Series B, 7.25% due 3/01/2019 1,251 A A2 10,500 Metropolitan Transportation Authority, New York, Revenue Refunding Bonds, Series A, 5.75% due 11/15/2032 11,547 New York City, New York, City IDA, Civic Facility Revenue Bonds (Special Needs Facilities Pooled Program), Series C-1: NR* NR* 2,635 5.50% due 7/01/2007 2,673 NR* NR* 2,540 6.80% due 7/01/2019 2,657 New York City, New York, City IDA, Special Facility Revenue Bonds, AMT: BB- Ba2 1,250 (British Airways PLC Project), 7.625% due 12/01/2032 1,233 CCC+ NR* 3,000 (Continental Airlines Inc. Project), 8.375% due 11/01/2016 2,550 AA+ Aa2 2,780 New York City, New York, City Transitional Finance Authority, Future Tax Secured Revenue Bonds, Series C, 5.50% due 5/01/2025 2,987 New York City, New York, GO, Refunding: A A2 5,000 Series B, 5.75% due 8/01/2015 5,571 AAA Aaa 5,050 Series F, 5.25% due 8/01/2015(d) 5,448 A A2 14,000 New York City, New York, GO, Series C, 5.50% due 8/01/2013 15,676 A A3 5,580 New York State Dormitory Authority, Lease Revenue Refunding Bonds (Court Facilities), Series A, 5.25% due 5/15/2012 6,167 New York State Dormitory Authority Revenue Bonds: NR* A3 1,000 (North Shore L I Jewish Group), 5% due 5/01/2012 1,075 AAA Aaa 7,075 (School Districts Financing Program), Series D, 5.25% due 10/01/2023(d) 7,544 New York State Dormitory Authority, Revenue Refunding Bonds: AAA Aaa 7,775 (City University System), Consolidated Second Generation, Series A, 6.125% due 7/01/2013(a) 9,072 NR* A3 2,350 (Lenox Hill Hospital Obligation Group), 5.75% due 7/01/2016 2,558 BB Ba1 7,000 (Mount Sinai Health), Series A, 6.625% due 7/01/2018 7,204 BB Ba1 5,000 (Mount Sinai Health), Series A, 6.625% due 7/01/2019 5,147 AAA Aaa 10,000 (North Shore University Hospital), 5.20% due 11/01/2017(d) 10,859 AA Aaa 1,970 New York State Dormitory Authority, State Personal Income Tax Revenue Bonds, Series A, 5% due 3/15/2022(d) 2,064 New York State Thruway Authority, Local Highway and Bridge Service Contract Revenue Refunding Bonds: AA A3 4,695 5.50% due 4/01/2012(g) 5,403 AA A3 60 5.50% due 4/01/2017 67 AAA Aaa 3,050 New York State Thruway Authority, Second General Highway and Bridge Trust Fund Revenue Bonds, Series A, 5.25% due 4/01/2023(d) 3,263 New York State Urban Development Corporation, Correctional and Youth Facilities Services Revenue Refunding Bonds, Series A: AA- A3 4,500 5% due 1/01/2017 4,870 AA- A3 11,650 5.50% due 1/01/2017 12,935 New York State Urban Development Corporation Revenue Bonds, Subordinate Lien, Corporation Purpose, Series A: A A2 2,500 5.125% due 7/01/2016 2,683 A A2 2,500 5.125% due 7/01/2017 2,668 A A2 1,895 5.125% due 7/01/2019 1,999 A A2 1,000 5.125% due 7/01/2021 1,044 NR* NR* 2,000 Schenectady, New York, GO, TAN, 6.25% due 12/30/2004 1,997 Tobacco Settlement Financing Corporation of New York Revenue Bonds: AA- A3 3,340 Series A-1, 5.50% due 6/01/2016 3,623 AAA Aaa 9,010 Series A-1, 5.25% due 6/01/2022(a) 9,615 AA- A3 7,000 Series C-1, 5.50% due 6/01/2021 7,607 AA- A3 10,000 Series C-1, 5.50% due 6/01/2022 10,791 North NR* NR* 6,000 North Carolina Medical Care Commission, Health Care Facilities, Carolina -2.2% First Mortgage Revenue Refunding Bonds (Presbyterian Homes Project), 7% due 10/01/2031 6,376 North Carolina Medical Care Commission, Hospital Revenue Bonds (Maria Parham Medical Center)(h): AA NR* 2,505 5.50% due 10/01/2013 2,803 AA NR* 2,940 5.50% due 10/01/2016 3,242 Ohio - 0.9% AAA Aaa 3,780 Columbus, Ohio, City School District, School Facilities Construction and Improvement, GO, 5.25% due 12/01/2025(c) 4,033 NR* NR* 1,280 Port of Greater Cincinnati Development Authority, Ohio, Special Assessment Revenue Bonds (Cooperative Public Parking Infrastructure Project), 6.30% due 2/15/2024 1,292 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 7,940 Pennsylvania - NR* NR* 9,000 Pennsylvania Economic Development Financing Authority, Exempt 4.3% Facilities Revenue Bonds (National Gypsum Company), AMT, Series A, 6.25% due 11/01/2027 9,055 NR* NR* 550 Philadelphia, Pennsylvania, Authority for Industrial Development, Health Care Facility Revenue Refunding Bonds (Paul's Run), Series A, 5.875% due 5/15/2028 536 AAA Aaa 7,490 Philadelphia, Pennsylvania, Gas Works Revenue Refunding Bonds, 1975 General Ordinance, 17th Series, 5.375% due 7/01/2022(c) 8,093 Sayre, Pennsylvania, Health Care Facilities Authority Revenue Refunding Bonds, Series A: A- NR* 1,750 Guthrie Health), 6.25% due 12/01/2015 1,931 A- NR* 3,000 (Guthrie Health), 6.25% due 12/01/2016 3,291 A- NR* 1,490 (Guthrie Healthcare System), 6.25% due 12/01/2018 1,619 South AAA Aaa 5,000 South Carolina State Public Service Authority, Revenue Refunding Carolina -1.3% Bonds, Series A, 5.50% due 1/01/2010(c) 5,646 BBB Baa3 2,000 Tobacco Settlement Revenue Management Authority of South Carolina, Tobacco Settlement Revenue Bonds, Series B, 6.375% due 5/15/2028 1,799 Tennessee - A1+ VMIG1++ 1,600 Knoxville, Tennessee, Utilities Board Revenue Bonds (Sub-Gas 4.1% System), VRDN, 1.34% due 1/15/2005(c)(i) 1,600 BB Ba2 5,000 McMinn County, Tennessee, IDB, PCR (Calhoun Newsprint Co. Project), AMT, 7.625% due 3/01/2016 5,005 NR* VMIG-1++ 1,200 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement IV, VRDN, Series B-2, 1.35% due 6/01/2019(c)(i) 1,200 Shelby County, Tennessee, Health, Educational and Housing Facilities Board Revenue Bonds (Germantown Village), Series A: NR* NR* 3,550 6.75% due 12/01/2018 3,634 NR* NR* 1,450 7% due 12/01/2023 1,480 A- A3 3,500 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Bonds (Methodist Healthcare), 6.25% due 9/01/2018 3,861 Shelby County, Tennessee, Health, Educational and Housing Facility Board, Hospital Revenue Refunding Bonds (Methodist Healthcare): A- A3 2,000 6% due 9/01/2016 2,193 A- A3 4,000 6% due 9/01/2017 4,364 Texas - 16.9% Austin, Texas, Convention Center Revenue Bonds (Convention Enterprises Inc.), First Tier, Series A: BBB- Baa3 6,445 6.375% due 1/01/2016 6,737 BBB- Baa3 10,260 6.70% due 1/01/2032 10,784 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 BBB Baa2 4,885 Brazos River Authority, Texas, PCR, Refunding (Texas Utility Company), AMT, Series A, 7.70% due 4/01/2033 5,700 A A3 1,700 Brazos River, Texas, Harbor Navigation District, Brazoria County Environmental Revenue Refunding Bonds (Dow Chemical Company Project), AMT, Series A-7, 6.625% due 5/15/2033 1,862 BBB- Baa3 7,850 Dallas-Fort Worth, Texas, International Airport Facility, Improvement Corporation Revenue Bonds (Learjet Inc.), AMT, Series 2001-A-1, 6.15% due 1/01/2016 7,784 BB Ba3 2,440 Gulf Coast, Texas, IDA, Solid Waste Disposal Revenue Bonds (Citgo Petroleum Corporation Project), AMT, 7.50% due 5/01/2025 2,576 AAA VMIG1++ 5,955 Harris County, Texas, Health Facilities Development Corporation, Hospital Revenue Bonds (Texas Children's Hospital), VRDN, Series B-1, 1.36% due 10/01/2029(d)(i) 5,955 AA+ Aa1 20,000 Harris County, Texas, Permanent Improvement GO, Refunding, Series A, 5.25% due 10/01/2024 21,287 NR* NR* 1,500 Houston, Texas, Health Facilities Development Corporation, Retirement Facility Revenue Bonds (Buckingham Senior Living Community), Series A, 7% due 2/15/2023 1,551 A- A3 7,420 Lower Colorado River Authority, Texas, PCR (Samsung Austin Semiconductor), AMT, 6.95% due 4/01/2030 8,367 BBB NR* 1,150 Lufkin, Texas, Health Facilities Development Corporation, Health System Revenue Bonds (Memorial Health System of East Texas), 5.70% due 2/15/2028 1,100 BBB- Ba2 2,600 Matagorda County, Texas, Navigation District Number 1 Revenue Refunding Bonds (Reliant Energy Inc.), Series C, 8% due 5/01/2029 2,867 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 2,430 Sabine River Authority, Texas, PCR, Refunding (TXU Electric Company Project/TXU Energy Company LLC), Series B: BBB Baa2 4,120 6.15% due 8/01/2022 4,316 BBB Baa2 5,000 AMT, 5.75% due 5/01/2030 5,303 San Marcos, Texas, Consolidated Independent School District, GO: AAA Aaa 3,020 5.625% due 8/01/2025 3,325 AAA Aaa 3,210 5.625% due 8/01/2026 3,515 Utah - 0.8% A1+ VMIG1++ 4,900 Emery County, Utah, PCR, Refunding (Pacificorp Projects), VRDN, 1.35% due 11/01/2024(a)(i) 4,900 Virginia - 5.5% B- B1 10,000 Giles County, Virginia, IDA, Revenue Bonds (Hoechst Celanese Corporation), AMT, 6.45% due 5/01/2026 9,649 James City County, Virginia, IDA, Residential Care Facility Revenue Refunding Bonds, Series A: NR* NR* 3,285 5.75% due 3/01/2017 3,373 NR* NR* 1,150 6% due 3/01/2023 1,167 NR* Ba3 2,250 Loudoun County, Virginia, IDA, IDR, Refunding (Dulles Airport Marriott Hotel), 7.125% due 9/01/2015 2,308 AAA VMIG1++ 2,400 Loudoun County, Virginia, IDA, Revenue Bonds (Howard Hughes Medical Institute), VRDN, Series A, 1.32% due 2/15/2038(i) 2,400 NR* NR* 2,500 Pittsylvania County, Virginia, IDA Revenue Refunding Bonds, Exempt-Facility, AMT, Series B, 7.65% due 1/01/2010 2,581 BB Ba2 11,910 Pocahontas Parkway Association, Virginia, Toll Road Revenue Bonds, Senior Series A, 5.50% due 8/15/2028 10,242 Wyoming - 1.6% Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds (FMC Corporation Project), AMT: BB+ Ba3 3,895 Series A, 7% due 6/01/2024 3,960 BB+ Ba3 5,000 Series B, 6.90% due 9/01/2024 5,086 Guam - 0.4% B+ Ba3 2,250 Commonwealth of the Northern Mariana Islands, GO, Series A, 6.75% due 10/01/2033 2,298 Puerto A- A3 17,935 Puerto Rico Electric Power Authority, Power Revenue Bonds, Rico - 7.9% Series NN, 5.50% due 7/01/2018 19,835 Puerto Rico Public Buildings Authority, Government Facilities Revenue Refunding Bonds: A- Baa1 5,170 Series D, 5.25% due 7/01/2027 5,342 A- Baa1 8,000 Series I, 5.50% due 7/01/2021 8,763 Puerto Rico Public Finance Corporation, Commonwealth Appropriation Revenue Bonds, Series E: BBB+ Baa2 7,475 5.50% due 2/01/2012(g) 8,487 BBB+ Baa2 2,525 5.50% due 8/01/2029 2,650 Virgin BBB- Baa3 2,500 Virgin Islands Government Refinery Facilities Revenue Refunding Islands - 1.7% Bonds (Hovensa Coker Project), AMT, 6.50% due 7/01/2021 2,717 BBB- Baa3 6,750 Virgin Islands Public Finance Authority, Refinery Facilities Revenue Bonds (Hovensa Refinery), AMT, 6.125% due 7/01/2022 7,201 Total Investments (Cost - $857,197**) - 153.8% 881,832 Liabilities in Excess of Other Assets - (4.1%) (23,329) Preferred Stock, at Redemption Value - (49.7%) (285,035) ---------- Net Assets Applicable to Common Stock - 100.0% $ 573,468 ========== (a) AMBAC Insured. (b) FGIC Insured. (c) FSA Insured. (d) MBIA Insured. (e) XL Capital Insured. (f) Federal Housing Administration/Veterans' Administration Mortgages packaged by the Federal National Mortgage Association. (g) Prerefunded. (h) Radian Insured. (i) The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at August 31, 2004. * Not Rated. ** The cost and unrealized appreciation/depreciation of investments as of August 31, 2004, as computed for federal income tax purposes, were as follows: (in Thousands) Aggregate cost $ 857,197 ============== Gross unrealized appreciation $ 26,327 Gross unrealized depreciation (1,692) -------------- Net unrealized appreciation $ 24,635 ============== ++ Highest short-term rating by Moody's Investors Service Inc. Forward interest rate swaps outstanding as of August 31, 2004 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 4.099% Broker, J.P. Morgan Chase Bank Expires November 2018 $ 7,800 $ (227) Receive a variable rate equal to 7-Day Bond Market Association Municipal Swap Index Rate and pay a fixed rate equal to 3.68% Broker, Morgan Stanley Capital Services Inc. Expires March 2015 $40,000 $ (1,873) Receive a variable rate equal to 7-Day Bond Market Association Municipal Swap Index Rate and pay a fixed rate equal to 3.686% Broker, J.P. Morgan Chase Bank Expires March 2015 $68,000 $ (2,124) --------- Total $ (4,224) ========= Item 2 - Controls and Procedures 2(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. 2(b) - There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 3 - Exhibits Certifications - 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: October 18, 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: October 18, 2004 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of Muni Intermediate Duration Fund, Inc. Date: October 18, 2004