U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Federated Stock and Bond Fund, Inc.
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this notice
is filed: Class A Shares, Class B
Shares, Class C Shares
3. Investment Company Act File Number:
811-1
Securities Act File Number:
2-10415
4. Last day of fiscal year for which this notice is filed:
October 31,1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable:
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
0:$0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
546,535:$9,629,947
9. Number and aggregate sale price of securities sold during the
fiscal year (includes DRIP shares):
2,651,474:$46,953,285
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
2,104,939:$37,323,338
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable:
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):$
37,323,338
(ii) Aggregate price of shares issued in connection with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate price of
shares redeemed or repurchased
during the fiscal year (if applicable)- 37,323,338
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable) +
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus
line (ii), less line (iii), plus line (iv)] (if
applicable): $
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x
1/3300
(vii) Fee due [line (i) or
line (v) multiplied by line (vi)]: $
Instruction: Issuers should
complete lines (ii), (iii), (iv), and (v) only if the
form in being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
[]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 16, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
J. Crilley Kelly
Assistant Secretary
Date: December 16,1996
* Please print the name and title of the signing officer below
the signature.
CONVERSION OF NET REDEMPTIONS ON
FORM 24F-2 TO FILING
UNDER RULE 24e-2
When a negative amount appears on line 12 - Calculation of registration fee,
(v), the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
1.Total redemptions (per annual report)
2.Less:
(i) Line 10 - Form 24F-2 (share amount)
0
(ii) Line 11 - Form 24F-2 (share amount)
0
Total number of securities sold during
0
the period pursuant to Rule 24f-2
3.Shares available to register under Rule 24e-2 (a)
4.Fund's Current Net Asset Value $ (b)
5.Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price $
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
December 16, 1996
Federated Stock and Bond Fund, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Federated Stock and Bond Fund, Inc. (`Corporation'') to be
filed in respect of shares of the Corporation (`Shares'') sold for the
fiscal year ended October 31, 1996, pursuant to the Corporation's
registration statement filed with the Securities and Exchange Commission
(`SEC'') under the Securities Act of 1933 (File No. 2-10415)
(`Registration Statement'').
In its Registration Statement, the Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment
Company Act Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of
1933. Further, I have examined and am familiar with the provisions of the
Articles of Incorporation dated October 31, 1934, the Bylaws of the
Corporation and such other documents and records deemed relevant. I have
also reviewed questions of law and consulted with counsel thereon as deemed
necessary or appropriate by me for the purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares sold for
the fiscal year ended October 31, 1996, registration of which the Rule 24f-
2 Notice makes definite in number, were legally issued, fully paid and non-
assessable by the Corporation.
I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement of the
Corporation and to any application or registration statement filed under
the securities laws of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Maryland, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
Very truly yours,
/s/ J. Crilley Kelly
J. Crilley Kelly
Fund Attorney
