FEDERATED STOCK & BOND FUND INC /MD/
485BPOS, 1997-02-20
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                                   1933 Act File No. 2-10415
                                   1940 Act File No. 811-1

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X

   Pre-Effective Amendment No.          ..........

   Post-Effective Amendment No.   92    ..........        X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   32    .........................        X
                                                           --

                    FEDERATED STOCK AND BOND FUND, INC.
               (formerly, Stock and Bond Fund, Inc.)
            (Exact Name of Registrant as Specified in Charter)

      Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                 (Address of Principal Executive Offices)

                              (412) 288-1900
                      (Registrant's Telephone Number)

                        John W. McGonigle, Esquire,
                        Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 --
 X  on February 28, 1997 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
 -
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------

If appropriate, check the following box:

 X  This post-effective amendment designates a new effective date for a
  -
previously filed post-effective amendment.



Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:

 x   filed the Notice required by that Rule on December 16, 1996; or
    intends to file the Notice required by that Rule on or about
               ; or
   ------------
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.

                                Copies to:

Matthew J. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C.  20037



     This Amendment to the Registration Statement hereby incorporates by
reference, pursuant to Rule 411 under the Securities Act of 1933, Parts A
and B of Post-Effective Amendment No. 91 filed December 23, 1996 in their
entirety.



                           CROSS-REFERENCE SHEET

     This Amendment to the Registration Statement of FEDERATED STOCK AND
BOND FUND, INC., consisting of three classes of shares: (1) Class A Shares;
(2) Class B Shares; and (3) Class C Shares and is comprised of the
following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-3) Cover Page.
Item 2.   Synopsis.................Not applicable.
Item 3.   Condensed Financial
           Information.............(1-3) Summary of Fund Expenses; (1)
                                   Financial Highlights-Class A Shares; (2)
                                   Financial Highlights-Class B Shares (3)
                                   Financial Highlights - Class C Shares
Item 4.   General Description of
           Registrant..............(1-3) General Information; (1-3)
                                   Investment Information; (1-3) Investment
                                   Objectives; (1-3) Investment Policies;
                                   (1-3) Investment Limitations.

Item 5.   Management of the Fund...(1-3) Fund Information; (1-3) Management
                                   of the Fund; (1-3) Distribution of
                                   Shares; (1-3) Administration of the
                                   Fund; (1-3) Brokerage Transactions.
Item 6.   Capital Stock and Other
           Securities..............(1-3) Dividends; (1-3) Capital Gains;
                                   (1-3) Shareholder Information; (1-3)
                                   Voting Rights; (1-3) Tax Information;
                                   (1-3) Federal Income Tax; (1-3) State
                                   and Local Taxes.
Item 7.   Purchase of Securities Being
           Offered.................How to Purchase Shares; (1) Investing in
                                   Class A Shares; (2) Investing in Class B
                                   Shares; (3) Investing in Class C Shares;
                                   (1-3) Certificates and Confirmations;
                                   (1-3) Net Asset Value; (1-3) Retirement
                                   Plans.

Item 8.   Redemption or Repurchase.(1) Redeeming Shares; (1-3) How to
                                   Redeem Shares; (1-3) Telephone
                                   Redemption; (1-3) Redeeming Shares
                                   Through a Financial Institution; (1-3)
                                   Redeeming Shares by Telephone; (1-3)
                                   Redeeming Shares by Mail; (1-3)
                                   Contingent Deferred Sales Charge; (1-3)
                                   Elimination of Contingent Deferred Sales
                                   Charge; (1-3) Systematic Withdrawal
                                   Program; (1-3) Accounts with low
                                   Balances.

Item 9.   Pending Legal Proceedings     None.



PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10.  Cover Page............... (1-3) Cover Page.

Item 11.  Table of Contents........ (1-3) Table of Contents.

Item 12.  General Information and
           History.................(1-3) General Information About the
                                   Fund; (1-3) About Federated Investors.

Item 13.  Investment Objectives and
           Policies................(1-3) Investment Objectives and
                                   Policies; (1-3) Investment Limitations.

Item 14.  Management of the Fund...(1-3) Federated Stock and Bond Fund,
                                   Inc. Management.

Item 15.  Control Persons and Principal
           Holders of Securities...(1-3) Fund Ownership.

Item 16.  Investment Advisory and Other
           Services................(1-3) Investment Advisory Services; (1-
                                   3) Other Services; (1-3) Shareholder
                                   Services.

Item 17.  Brokerage Allocation.....(1-3) Brokerage Transactions.

Item 18.  Capital Stock and Other
           Securities..............Not Applicable.

Item 19.  Purchase, Redemption and
           Pricing of Securities
           Being Offered...........(1-3) Purchasing Shares; (1-3)
                                   Determining Net Asset Value; (1-3)
                                   Redeeming Shares.

Item 20   Tax Status...............(1-3) Tax Status.

Item 21.  Underwriters.............Not Applicable.

Item 22.  Calculation of Performance
           Data....................(1) Total Return; (1) Yield; (1-3)
                                   Performance Comparisons.

Item 23.  Financial Statements.....(To be filed by Amendment)



PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements.  (To be filed by Amendment)
          (b)  Exhibits:
                (1) Conformed copy of the Charter of the Registrant as
                    amended (14);
                (2)  Copies of the By-Laws of the Registrant as amended
                    (14);
                (3) Not applicable;
                (4) (i) Copy of Specimen Certificate for Shares of
                    Beneficial Interest of the Registrant (15);
                    (ii) Copy of Specifman Certificate for Shares of
                    Capital Stock for Class B Shares of the Registrant
                    (16.);
                    (iii) Copy of Speciman Certificate for Shares of
                    Capital Stock for Class C Shares of the Registrant
                    (16.);
                (5) Conformed copy of the Investment Advisory Contract of
                    the Registrant (13);
                (6) (i) Conformed copy of Distributors Contract (12);
                    (ii) Conformed copy of Exhibit B to the Distributor's
                    Contract (15);
                    (iii) The Registrant hereby incorporates the conformed
                    copy of the specimen Mutual Funds Sales and Service
                    Agreement; Mutual Funds Service Agreement; and Plan
                    Trustee/Mutual Funds Service Agreement from Item 24 (b)
                    (6) of the Cash Trust Series II Registration Statement
                    on Form N-1A, filed with the Commission on July 24,
                    1995. (File Numbers 33-38550 and 811-6269).
                (7) Not applicable;
                (8) (i)  Conformed copy of the Custodian Contract (13);
                (9) (i) Conformed copy of Administrative Services Agreement
                    (13);
                    (ii) Conformed copy of Shareholder Services Agreement
                    (13);
                    (iii) Conformed copy of Transfer Agency and Service
                    Agreement (13);
                    (iv) The responses described in Item 24 (b) (6)
               are hereby incorporated by reference.
+    All exhibits have been filed electronically.
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 83 filed on Form N-1A December 28, 1993.(File Nos. 2-
     10415 and 811-1)
13.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 85 filed on Form N-1A December 29, 1994.(File Nos. 2-
     10415 and 811-1)
14.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 87 filed on Form N-1A December 27, 1995. (File Nos. 2-
     10415 and 811-1)
15.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 88 filed on Form N-1A July 1, 1996. (File Nos. 2-10415
     and 811-1)
16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 91 filed on Form N-1A December 23, 1996. (File Nos. 2-
     10415 and 811-1)



                    (v) The Registrant hereby incorporates the
               conformed copy of the Shareholder Services Sub-
               Contract between National Pensions Alliance,
               Ltd. and Federated Shareholder Servivces from
               Item 24(b)(9)(ii) of the Federated GNMA Trust
               Registration Statement on Form N-1A, filed with        the
            Commission on March 25, 1996. (File Nos. 2-               75670
            and 811-3375)
                    (vi) The Registrant hereby incorporates the
               conformed copy of the Shareholder Services Sub-
               Contract between Fidelity and Federated
               Shareholder Services from Item 24(b)(9)(iii) of        the
            Federated GNMA Trust Registration Statement          on Form N-
            1A, filed with the Commission on March          25, 1996. (File
            Nos. 2-75670 and 811-3375)
               (10) Not applicable;
               (11) Not applicable;
               (12) Not applicable;
               (13) Not applicable;
               (14) Not applicable;
               (15) Conformed copy of Distribution Plan including Exhibit A
                    (15);
               (16) Copy of Schedule for Computation of Fund Performance
                    Data (7);
               (17) Copy of Financial Data Schedules (16);
               (18) The Registrant hereby incorporates by reference the
                    conformed copy of the specimen Multiple Class Plan from
                    Item 24(b)(18) of the World Investment Series, Inc.
                    Registration Statement on Form N-1A, filed with the
                    Commission on January 26, 1996. (File Nos. 33-52149 and
                    811-07141);
               (19) (i) Conformed copy of Power of Attorney (16.);
                    (ii) Conformed copy of Limited Power of
                    Attorney (16.).
+    All exhibits have been filed electronically.

7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 49 filed on Form N-1A December 21, 1979. (File Nos.
     2-10415 and 811-1)
15.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 88 filed on Form N-1A July 1, 1996. (File Nos. 2-10415
     and 811-1)
16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 91 filed on Form N-1A December 23, 1996. (File Nos. 2-
     10415 and 811-1)

Item 25.  Persons Controlled by or Under Common Control with Registrant:

          None

Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                as of February 5, 1997

          Shares of Capital Stock
          ($0.001 per share par value)

          Class A Shares                2,427
          Class B Shares                348
          Class C Shares                311

Item 27.       Indemnification (13)


Item 28.  Business and Other Connections of Investment Adviser:

          For a description of the other business of the investment
          adviser, see the section entitled "Fund Information - Management
          of the Fund" in Part A.  The affiliations with the Registrant of
          three of the Trustees and three of the Officers of the investment
          adviser and their business addresses are included in Part B of
          this Registration Statement under "Federated Stock and Bond Fund,
          Inc., Fund Management.''The remaining Trustee of the investment
          adviser, his position with the investment adviser, and, in
          parentheses, his principal occupation is:  Mark D. Olson
          (Partner, Wilson, Halbrook & Bayard), 107 W. Market Street,
          Georgetown, Delaware  19947.

          The remaining Officers of the investment adviser are:  William D.
          Dawson, III, Henry A. Frantzen, J. Thomas Madden, and Mark L.
          Mallon, Executive Vice Presidents; Peter R. Anderson, Drew J.
          Collins, Jonathan C. Conley, Deborah A. Cunningham, Mark E.
          Durbiano, J. Alan Minteer, and Mary Jo Ochson, Senior Vice
          Presidents; J. Scott Albrecht, Joseph M. Balestrino, Randall S.
          Bauer, David F. Belton, Christine A. Bosio, David A. Briggs,
          Kenneth J. Cody, Michael J. Donnelly, Michael P. Donnelly,
          Alexandre de Bethmann, Linda A. Duessel, Kathleen M. Foody-Malus,
          Thomas M. Franks, Edward C. Gonzales, James E. Grefenstette,
          Susan R. Hill, Stephen A. Keen, Robert M. Kowit, Mark S.
          Kopinski, Jeff A. Kozemchak, Marian R. Marinack, Sandra L.
          McInerney, Susan M. Nason, Robert J. Ostrowski, Charles A.
          Ritter, Frank Semack, Aash Shah, Scott B. Schermerhorn, William
          F. Stotz, Tracy P. Stouffer, Edward J. Tiedge, Paige M. Wilhelm,
          and Jolanta M. Wysocka, Vice Presidents; Todd A. Abraham,
          Stefanie L. Bachhuber, Michael W. Casey, William R. Jamison,
          Constantine Kartsonsas, Robert M. March, Joseph M. Natoli, Keith
          J. Sabol, and Michael W. Sirianni, Assistant Vice Presidents;
          Stephen A. Keen, Secretary; Thomas R. Donahue, Treasurer and
          Assistant Secretary; Richard B. Fisher, Assistant Secretary and
          Assistant Treasurer, Christine I. McGonigle, Assistant Secretary.
          The business address of each of the Officers of the investment
          adviser is Federated Investors Tower, Pittsburgh, Pennsylvania
          15222-3779. These individuals are also officers of a majority of
          the investment advisers to the Funds listed in Part B of this
          Registration Statement.
+    All exhibits have been filed electronically.
13.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 85 filed on Form N-1A December 29, 1994.(File Nos. 2-
     10415 and 811-1)

Item 29.  Principal Underwriters:

(a)  Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following open-end
investment companies: 111 Corcoran Funds; Annuity Management Series; Arrow
Funds; Automated Government Money Trust; BayFunds; Blanchard Funds;
Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust;  Federated Adjustable Rate U.S. Government Fund, Inc.; Federated
American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income
Securities, Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Investment Portfolios;
Federated Investment Trust; Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
Federated Municipal Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income
Securities, Inc.; High Yield Cash Trust; Independence One Mutual Funds;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty U.S. Government Money Market
Trust; Liquid Cash Trust; Managed Series Trust; Marshall Funds, Inc.; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds;
RIMCO Monument Funds; SouthTrust Vulcan Funds; Star Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; The Biltmore Funds; The
Biltmore Municipal Funds; The Monitor Funds; The Planters Funds; The
Starburst Funds; The Starburst Funds II; The Virtus Funds; Tower Mutual
Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Vision Group of Funds, Inc.; and World Investment
Series, Inc.

Federated Securities Corp. also acts as principal underwriter for the
following closed-end investment company: Liberty Term Trust, Inc.- 1999.


(b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant


Richard B. Fisher         Director, Chairman, Chief    Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.

Edward C. Gonzales        Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated,   President
Pittsburgh, PA 15222-3779 Securities Corp.
John B. Fisher            President-Institutional Sales,    --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz             President-Broker/Dealer,     --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer        Executive Vice President of       --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant


Keith Nixon               Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion        Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Byron F. Bowman           Vice President, Secretary,        --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dale R. Browne            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter     With Registrant

Jill Ehrenfeld            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John K. Goettlicher       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joeseph Kenedy         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas A. Peters III      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter     With Registrant

Robert F. Phillips        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard Suder             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Miles J. Wallace          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward J. Wojnarowsk      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. Wolff          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward R. Bozek           Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter     With Registrant

Charlene H. Jennings      Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Leslie K. Platt           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

     (c)  Not applicable.


Item 30.  Location of Accounts and Records:

          All accounts and records required to be maintained by Section
          31(a) of the Investment Company Act of 1940 and Rules 31a-1
          through 31a-3 promulgated thereunder are maintained at one of the
          following locations:

          Registrant                    Federated Investors Tower
                                        Pittsburgh, PA 15222-3779

          Federated Shareholder Services
          Company                       P.O. Box 8600
          (`Transfer Agent, and Dividend     Boston, MA 02266-8600
          Disbursing Agent `)

          Federated Services Company         Federated Investors Tower
          (`Administrator'')            Pittsburgh, PA 15222-3779

          Federated Management          Federated Investors Tower
          (`Adviser'')                  Pittsburgh, PA 15222-3779

          State Street Bank and Trust Company     P.O. Box 8600
          (`Custodian'')                Boston, MA 02266-8600


Item 31.  Management Services:  Not applicable

Item 32.  Undertakings:

          Registrant hereby undertakes to comply with the provisions of
          Section 16(c) of the 1940 Act with respect to the removal of
          Directors and the calling of special shareholder meetings by
          shareholders.

          Registrant hereby undertakes to furnish each person to whom a
          prospectus is delivered with a copy of the Registrant's latest
          annual report to shareholders, upon request and without charge.


                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED STOCK AND BOND
FUND, INC., certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 20th day of February 1997.


                    FEDERATED STOCK AND BOND FUND, INC.

               BY: /s/ J. Crilley Kelly
               J. Crilley Kelly, Assistant Secretary
               Attorney in Fact for John F. Donahue
               February 20, 1997

   Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

   NAME                       TITLE                         DATE

By:/s/ J. Crilley Kelly
   J. Crilley Kelly         Attorney In Fact      February 20, 1997
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

John F. Donahue*            President
                            (Chief Executive Officer)


John W. McGonigle*          Treasurer, Executive
                            Vice President and Secretary
                            (Principal Financial and
                            Accounting Officer)

Thomas G. Bigley*           Director

John T. Conroy, Jr.*        Director

William J. Copeland*        Director

James E. Dowd*              Director

Lawrence D. Ellis, M.D.*    Director

Edward L. Flaherty, Jr.*    Director

Peter E. Madden*            Director

Gregor F. Meyer*            Director

John E. Murray, Jr.*        Director

Wesley W. Posvar*           Director

Marjorie P. Smuts*          Director

* By Power of Attorney



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