SCHEDULE 13D


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/8/2011


1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
399

8. SHARED VOTING POWER
125

9. SOLE DISPOSITIVE POWER
524
_______________________________________________________

10. SHARED DISPOSITIVE POWER

0

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
524

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

31.26%

14. TYPE OF REPORTING PERSON

IA
_______________________________________________________

Item 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of Auction Rate Preferred
of Federated Premier Intermediate Municipal Income Fund
("FPT" or the "Issuer").

(a) The principal executive offices of BQH are located at
Bank of America Corporate Center
100 N Tryon Street
Charlotte, NC 28255

(b) CUSIP number:31423M204

Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.

On January 31, 2007 the Acting Director of the Securities Division of the
Massachusetts Secretary of State filed a complaint against Bulldog Investors,
Messrs. Goldstein, Dakos and Samuels and certain related parties
(the Bulldog Parties) alleging that they violated Massachusetts law by
operating a website containing information about certain unregistered
investments and by sending an e-mail about such investments to an individual
who requested it.  On March 23, 2007 the Bulldog Parties filed a lawsuit in
the Massachusetts Superior Court against the Secretary alleging that his
enforcement action violated 42 U.S.C. ss 1983 because, among other things,
it violated their First Amendment rights.  On October 17, 2007 the Secretary
issued an "obey the law" cease and desist order (the Order) and fined the
Bulldog Parties $25,000.  On November 15, 2007 the Bulldog Parties filed
an appeal of the Order in the Massachusetts Superior Court which subsequently
upheld the Order.  The Bulldog Parties further appealed the Order to the
Massachusetts Appeals Court.  On October 21, 2009 the Massachusetts Supreme
Judicial Court (the SJC) unilaterally transferred the case to itself and on
July 2, 2010 upheld the Order except for the Bulldog Parties' First
Amendment claim which it ruled must be decided in the appeal of the
aforementioned ss 1983 lawsuit.  In the ss 1983 lawsuit, the Secretary
stipulated that the website and email in question did not concern an illegal
transaction and were not misleading.  Nevertheless, on September 26, 2009,
the Superior Court ruled that the Secretary's enforcement action did not
violate the Bulldog Parties' First Amendment rights. The Bulldog Parties
filed an appeal of the Superior Court's ruling in the Massachusetts Appeals
Court. On July 23, 2010, the SJC unilaterally transferred the appeal of
the ss 1983 lawsuit to itself. Oral argument was held in the SJC on January 6,
2011 and a decision is pending.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.


ITEM 4. PURPOSE OF TRANSACTION
See exhibit A.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR filed on February 7, 2011 there were 1676 shares of Auction
Rate Preferred outstanding as of 11/30/2010 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 524
shares of FPT or 31.26% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.

c) During the past 60 days the following shares of FPT Auction Rate Preferred
were purchased:

Date:		        Shares:		Price:
4/8/11			524		21,406.25




d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.

e) NA

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A.


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 4/15/2011

By: /s/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


Exhibit A:


Special Opportunities Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
***
Brooklyn Capital Management LLC
Park 80 West, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201) 556-0097
pgoldstein@brooklyncapitalmanagement.com

					April 12, 2011

Federated Premier Intermediate Municipal Income Fund
Federated Investors Funds
4000 Ericsson Drive
Warrendale, Pa  15086-7561

Attention: John W. McGonigle, Secretary

Advance Notice of Nomination of Director and Proposals

Dear Mr. McGonigle:

Special Opportunities Fund, Inc. ("SPE") beneficially owns 132 Auction Market
Preferred Shares (the "AMPS") of Federated Premier Intermediate Municipal
Income Fund (the "Fund").  Brooklyn Capital Management LLC is the investment
advisor to SPE.

On July 17, 2008, the Fund's Trustees approved a plan to use inverse floater
structures to refinance a portion of its outstanding AMPS. Since then, the
Fund has redeemed only 765 of its 2,441 AMPS then outstanding, using
proceeds that arose from the use of inverse floater structures.

We think the holders of the remaining AMPS would like the Fund to develop a
plan to redeem them. To that end, SPE would like to assert its right to
nominate two trustees who will advocate for redemption of the remaining
AMPS and to present two proposals at the Fund's 2011 annual meeting of
shareholders (the "Annual Meeting"). SPE intends to appear at the Annual
Meeting in person or by proxy to nominate the following persons for
election as Trustees by the holders of the Fund's AMPS voting as a class
at the Annual Meeting.

Gerald Hellerman (born 1937); 5431 NW 21st Avenue, Boca Raton, FL 33496.
Mr. Hellerman owns and has served as Managing Director of Hellerman
Associates, a financial and corporate consulting firm, since the firm's
inception in 1993. Since 2001, Mr. Hellerman has been, and is currently,
a director, chief financial officer and chief compliance officer for The
Mexico Equity and Income Fund, Inc.  Since August 2009, he has been, and
is currently, a director, chief financial officer and chief compliance
officer for Special Opportunities Fund, Inc.  He is also a director of
the Old Mutual registered hedge fund complex and of Brantley Capital
Corporation.  Since March 2003, he has been, and is currently, a director
and chair of the audit committee of MVC Capital Inc. Mr. Hellerman was
previously a director of AirNet Systems, Inc., Innovative Clinical
Solutions, Ltd, and TM Entertainment and Media, Inc.

Thomas Antonucci (born 1968); Park 80 West, Plaza Two, 250 Pehle Avenue,
Suite 708, Saddle Brook, NJ 07663. Thomas Antonucci has been the Director
of Operations at Bulldog Investors since November 2006. Previously,
Mr. Antonucci worked at Wall Street Access (member NYSE and SIPC) since
1996 where he held several senior positions including Vice President
Client Services & Operations, Manager of Trading, Branch Office Manager
and was the firm's Compliance Registered Options Principal. Mr. Antonucci
held seven NYSE/FINRA licenses and was a member of the Securities
Traders Association of New York (STANY).

Neither nominee owns any shares of the Fund. In addition, SPE intends to
present the following proposals at the Fund's Annual Meeting:

1.	The Board of Trustees shall consider taking all steps necessary
        to cause the Fund to redeem its outstanding AMPS including but
        not limited to consideration of eliminating all leverage or
        replacing such shares with inverse floaters, Municipal Term
        Preferred Securities (MTPS), Variable Rate Demand Preferred
        Securities (VRDPS), or Tender Option Bonds (TOBs), or using
        bank debt.

2.	Any Trustee of the Fund who is elected as a result of a
        contested election and who was nominated by a shareholder
        shall be entitled to a fee of at least $20,000 per annum for
        serving as a Trustee.

The purpose of the first proposal is to address the need of holders of
the Fund's AMPS for liquidity. The purpose of the second proposal is
to attract qualified opposition nominees for Trustee of the Fund.

Please advise us if you need any additional information.

Finally, we would consider withdrawing the above nominations and
proposals if the Board commits to pursue a more aggressive plan to
redeem the Fund's remaining AMPS.  Please notify us if you wish to
discuss this matter.

Very truly yours,


Phillip Goldstein,
Chairman of the Board
Special Opportunities Fund, Inc. and
Managing Member
Brooklyn Capital Management LLC