DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
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
4,894,417
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
4,894,417
_________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,894,417
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.95
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock of
Putnam Master Intermediate Income Trust ("PIM" or the
"Issuer").The principal executive offices of PIM are located at
One Post Office Square, Boston, MA 02109.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors, 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.
During the past 5 years none of the above has been convicted in
a criminal proceeding, nor been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which they were or are subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Each of the above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts. All funds that have been utilized to purchase such
shares are from such accounts or from margin loans from broker
dealers where these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the Issuer's shares are undervalued
and may communicate its views to management.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Issuers Website 91,389,759 shares were outstanding as
of June 30, 2007. Additionally 9,138,976 shares were purchased
by the Issuer in a tender offer. Therefore the reporting persons
believe that there are currently 82,250,783 shares of PIM
outstanding. The percentage set forth in item 5 was derived
using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own an aggregate of 4,894,417 shares of PIM or
5.95% 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 PIM were
traded:
B = Buy
S= Sale
T = Shares sold pursuant to tender offer
Date Transaction Shares Price
7/26/2007 B 2000 $ 6.27
7/26/2007 B 2000 $ 6.27
7/26/2007 B 2000 $ 6.27
7/26/2007 B 5000 $ 6.27
7/26/2007 B 1000 $ 6.27
7/26/2007 B 5000 $ 6.27
7/26/2007 B 20000 $ 6.21
7/26/2007 B 119300 $ 6.26
7/25/2007 B 70000 $ 6.33
7/24/2007 B 71600 $ 6.37
7/23/2007 B 3000 $ 6.41
7/23/2007 B 3000 $ 6.41
7/23/2007 B 2000 $ 6.41
7/23/2007 B 1488 $ 6.41
7/23/2007 B 1000 $ 6.41
7/23/2007 B 2200 $ 6.41
7/23/2007 B 1000 $ 6.41
7/23/2007 B 4000 $ 6.41
7/23/2007 B 83600 $ 6.40
7/20/2007 B 50000 $ 6.38
7/19/2007 B 26500 $ 6.42
7/18/2007 T 430 $ 6.98
7/18/2007 T 859 $ 6.98
7/18/2007 T 291331 $ 6.98
7/18/2007 T 85738 $ 6.98
7/18/2007 T 55076 $ 6.98
7/18/2007 T 11361 $ 6.98
7/18/2007 T 6357 $ 6.98
7/18/2007 T 94092 $ 6.98
7/18/2007 T 80218 $ 6.98
7/18/2007 T 523560 $ 6.98
7/18/2007 B 4300 $ 6.42
7/18/2007 T 462 $ 6.98
7/18/2007 T 2148 $ 6.98
7/17/2007 B 99400 $ 6.42
7/16/2007 B 4300 $ 6.42
7/13/2007 B 20000 $ 6.48
7/12/2007 S 39400 $ 6.61
6/13/2007 B 2300 $ 6.47
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 1. Joint Filing Agreement
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: 7/27/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule
13D (and all further amendments filed by them) with respect to
the shares of PIM.
Dated: 7/27/07
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos