FEDERATED STOCK & BOND FUND INC /MD/
N-30D, 1998-12-28
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 [Graphic]
 Federated Investors

Federated

Stock and Bond Fund, Inc.

Annual Report

October 31, 1998

INCORPORATED 1934

PRESIDENT'S MESSAGE

Dear Shareholder:

I am pleased to present  the Annual  Report for  Federated  Stock and Bond Fund,
Inc. The fund had its origin in the Income Foundation Fund, which was created in
the  mid-1930s.  This report  covers the 12-month  period from  November 1, 1997
through  October 31, 1998. It begins with an interview  with Joseph  Balestrino,
Senior Vice  President,  who co-manages the fund with Michael P. Donnelly,  Vice
President, both of Federated Management.  Following their discussion,  detailing
both the stock and bond markets and the fund's strategies,  are three additional
items of  shareholder  interest.  First is a series of graphs showing the fund's
long-term  investment  performance.  Second is a complete  listing of the fund's
holdings, and third is the publication of the fund's financial statements.

Federated  Stock and Bond Fund,  Inc.  gives  shareholders  the  opportunity  to
participate in the benefits of two key financial markets.  This  diversification
helps to reduce  risk as you pursue  growth of capital  and  income.  The fund's
"best of both worlds" approach has served shareholders  extremely well since the
fund began operation,  as the following total returns, based on net asset value,
indicate.*

Class A Shares (Since December 31, 1968), 11.09%

Class B Shares (Since August 30, 1996), 10.26%

Class C Shares (Since August 30, 1996), 10.21%

The  fund's  balanced  portfolio  continues  to  emphasize  diversification  and
quality.  At the end of the reporting period,  the fund's $234 million portfolio
was  diversified  across more than 190  securities.  During the fiscal year, the
securities  markets  experienced  more than usual  volatility as the table below
indicates.  Nevertheless,  the Fund  experienced a total return of more than 10%
for all share classes.**

                   TOTAL               CAPITAL      NET ASSET
                  RETURN     INCOME    GAINS       VALUE CHANGE

Class A Shares    11.09%     $0.69    $2.65      $20.46 to $19.14 = (6%)
Class B Shares    10.26%     $0.57    $2.65      $20.45 to $19.10 = (6%)
Class C Shares    10.21%     $0.57    $2.65      $20.42 to $19.07 = (6%)


* Performance quoted is based on net asset value, reflects past performance, and
is not indicative of future results.  Investment return and principal value will
fluctuate,  so that an investor's  shares,  when redeemed,  may be worth more or
less than their  original  cost.  The fund's total  returns since the fund began
operation  through  October 31, 1998,  based on offering  price (i.e.,  less any
applicable sales charge),  were: Class A Shares, 8.89%; Class B Shares,  16.29%;
and Class C Shares, 9.28%.

** Total returns for the reporting period for Class A, B, and C Shares, based on
offering price (i.e., less any applicable sales charge),  were 4.98%, 5.12%, and
9.28%, respectively.

Thank you for  participating  in the growth and income  potential  of  Federated
Stock and Bond Fund,  Inc. You can easily  increase  your  participation  in the
performance   potential  of  this  diversified   stock  and  bond  portfolio  by
reinvesting your quarterly earnings automatically in additional fund shares.

As always, we welcome your comments, questions, and suggestions.

Sincerely,

[Graphic]

John F. Donahue

President

December 15, 1998

INVESTMENT REVIEW

[Graphic]

Joseph Balestrino
Senior Vice President
Federated Management

[Graphic]

Michael P. Donnelly
Vice President
Federated Management

[Shareholders' Note: This fund is co-managed by Michael P. Donnelly,
who is primarily responsible for the "stock" portion of the fund's
portfolio, and Joseph Balestrino, who is primarily responsible for the
"bond" portion of the fund's portfolio.]

[Graphic]

WHAT ARE YOUR  COMMENTS  ON THE  STOCK AND BOND  MARKETS  DURING  THE  REPORTING
PERIOD?

STOCKS

The past 12 months have been  marked by  increased  volatility  and a "flight to
quality"  in the  markets.  The "Asian  contagion,"  economic  uncertainty,  the
unwinding of hedge fund leverage,  lower commodity prices,  and general investor
unrest  caused the equity  markets to favor  ultra-large,  high-quality,  growth
stocks over the past fiscal year.

This narrow market  participation,  despite overall healthy market returns, made
it very difficult for active value managers to provide competitive total returns
relative to the Standard & Poor's ("S&P") 500 Index,* which returned  21.99% for
the 12-month  reporting period. In fact, the majority of the markets' return has
been  focused in the 45 largest  companies  that account for one-half of the S&P
500 Index's market weighting. The dominance of the "Nifty Fifty" is shown by the
fact that the  average  stock in the S&P 500 Index  returned  only 9.20% for the
12-month  period.  The difference  between the total return of the S&P 500 Index
and the return of the  average  stock in the S&P 500 Index is the  largest  seen
since  the  early  1970s.  Value  stocks  also  struggled  over the past year as
economically  sensitive and commodity-exposed  stocks lost favor. For the fiscal
year ended October 31, 1998, the S&P 500/Barra Value Index returned 11.50%.*

* The  S&P 500  Index  is  comprised  of  stocks  in  industry,  transportation,
financial,  and public  utility  companies.  The S&P 500/Barra  Value Index is a
market-capitalization  weighted  index of the stocks in the S&P 500 Index having
the highest  book-to-price  ratios.  The index consists of approximately half of
the S&P 500 Index on a market  capitalization basis. These indices are unmanaged
and investments cannot be made in an index.

BONDS

The fiscal  year ended  October  31,  1998 was  positive  for most  fixed-income
investors, particularly those in the highest quality debt sectors. Interest rate
levels  declined  significantly  over the period  for all points  along the U.S.
Treasury maturity  spectrum.  The largest interest rate decrease occurred in the
two-year Treasury maturity,  which fell approximately 150 basis points in yield.
There were two  predominant  reasons for the interest rate decline:  1) a slower
growth  economic  environment;  and 2) dramatic  economic/financial  marketplace
volatility in non-U.S. markets.

Throughout  much of calendar year 1998,  corporate  earnings  were  considerably
below initial Wall Street analysts' expectations. The corresponding concern over
the future growth potential of the U.S.  economy,  in combination with sustained
low inflation,  caused U.S.  Treasury yields to fall.  Additionally,  the global
financial  marketplace  became far more unstable over the fiscal year.  Problems
emanating  out of Asia in the second half of 1997  quickly  spread to Russia and
Latin  America  during  the first  three  quarters  of 1998.  The  result  was a
worldwide "flight to quality" into U.S. Treasury securities.  As the fiscal year
was coming to a close,  the Federal  Reserve Board reversed  monetary policy and
twice  decreased  the Fed  Funds  Target  Rate,  creating  a  further  rally  in
high-quality bonds.

In terms of relative  performance within the various  fixed-income  sectors, the
general rule over the past year was that higher quality bonds outperformed lower
quality bonds,  and domestic bonds  outperformed  international  bonds. The star
performers were U.S. Treasuries,  perceived to be the highest quality investment
worldwide. All other investment-grade sectors (corporate bonds,  mortgage-backed
securities, asset-backed securities) produced positive rates of return, but fell
short  of  U.S.  Treasuries.  As  one  moved  into  below  investment-grade  and
international  emerging  market  debt  securities,  the  returns  were  modestly
positive or negative over the fiscal year.

[Graphic]

HOW DID FEDERATED STOCK AND BOND FUND, INC. PERFORM FOR ITS
SHAREHOLDERS DURING THE 12-MONTH REPORTING PERIOD?

For the fiscal year ended October 31, 1998,  the fund's Class A, B, and C Shares
produced total returns of 11.09%, 10.26%, and 10.21%, respectively, based on net
asset  value.*  These returns all outpaced the 9.13% average total return of the
balanced funds tracked by Lipper Analytical Services, Inc.+

[Graphic]

MICHAEL,   WHAT  IS  YOUR   STRATEGY  IN  A  MARKET   THAT  HAS  BEEN   FAVORING
GROWTH-ORIENTED STOCKS?

Looking  ahead,  despite the recent  underperformance  of the  "value"  style of
investing,  we remain  committed to our  investment  disciplines.  Over time, we
believe that our proprietary valuation models and security selection process can
add value for our investors.  Our focus is to identify  leading  companies which
are  temporarily out of favor and appear  inexpensive  relative to their history
and the market,  as well as to their  expected  growth.  We will continue to add
these  undervalued  securities to the portfolio and eliminate those which appear
overvalued.  History has shown that after  periods of narrow  market  leadership
dominated by a handful of growth  stocks,  active value  management  can provide
opportunities for superior returns.

* Performance  quoted is based on net asset value,  represents past  performance
and is not indicative of future results.  Investment  return and principal value
will fluctuate,  so that an investor's shares, when redeemed,  may be worth more
or less than their original cost. Total returns for the reporting period,  based
on offering price (i.e., less any applicable sales charge),  for Class A, B, and
C Shares were 4.98%, 5.12%, and 9.28%, respectively.

+ Lipper figures  represent the average of the total returns  reported by all of
the mutual funds designated by Lipper Analytical Services,  Inc. as falling into
the category indicated. Lipper returns do not take sales charges into account.

[Graphic]

WHAT WERE SOME OF THE FUND'S RECENT STOCK PURCHASES?
Our recent purchases included the following:

ELECTRONIC DATA SYSTEMS CORP. (0.67% of net assets)-Electronic Data is a leading
player in the  information  technology  outsourcing  industry.  The  company  is
trading at an  all-time  low  relative  valuation  due to fears of  decelerating
profitability. However, margins in the fast- growing non-General Motors business
have  stabilized,  and the overall  business mix is becoming less reliant on the
low-margin General Motors relationships.

FPL GROUP, INC. (0.56% of net assets)-FPL is a top-quality electric
utility run by a strong management team in an extremely attractive
service territory. The electric utility industry, in general, appears
undervalued on our disciplines.

HASBRO, INC. (0.53% of net assets)-Hasbro is an attractively valued
leading toy manufacturer. Fueled by Star Wars, Tiger Interactive, and
Teletubbies, the company is leveraging its portfolio of brands and

improving profitability.

KING WORLD  PRODUCTIONS,  INC. (0.52% of net assets)-This free cash flow machine
possesses  a  valuable  programming  franchise  anchored  by  Oprah  Winfrey.  A
consolidating  entertainment  industry  and a new stable of shows led by the new
Hollywood Squares show makes this an attractive addition to the portfolio.

SUN MICROSYSTEMS, INC. (1.17% of net assets)-This is a rare example of a company
selling  at  a  historically   low  valuation   without  the  usual  decline  in
fundamentals  associated  with such events.  We  established  a position in this
company due to continued  strength in their core  business,  and the belief that
Unix will retain its choke-hold on the core of the enterprise,  despite the much
feared threat of Microsoft NT making inroads into their market.

[Graphic]

JOSEPH,  DID YOU MAKE ANY  ADJUSTMENTS TO THE DURATION AND QUALITY OF THE FUND'S
BOND HOLDINGS?

The fund's bond portfolio composition was purposefully and consistently adjusted
toward a longer  duration and higher quality  average over the fiscal year. Fund
management held a macro-economic view that the rate of corporate earnings growth
would meaningfully slow, and inflation would not become a significant threat. In
this  environment,  which  essentially  played out over the past year,  interest
rates tend to fall,  and higher  quality bonds tend to outperform  lower quality
bonds. Thus, the portfolio duration was approximately six months longer than the
target of a year ago,  and the  percentage  of  assets in  high-yield  corporate
securities was reduced from levels of a year ago.

[Graphic]

WHAT WERE THE FUND'S TOP 10 HOLDINGS AS OF OCTOBER  31,  1998,  AND HOW WERE THE
FUND'S HOLDINGS DIVERSIFIED BY INDUSTRY AND QUALITY?

                            PERCENTAGE OF

STOCKS                     STOCK PORTFOLIO
Sun Microsystems, Inc.          2.3%
CIGNA Corp.                     2.0%
Bristol-Myers Squibb Co.        1.9%
Lexmark Int'l. Group            1.9%
Pharmacia & Upjohn, Inc.        1.9%
Wal-Mart                        1.9%
Loews Corp.                     1.7%
UST, Inc.                       1.7%
Ingersoll Rand Co.              1.6%
News Corp., Ltd.                1.6%
                   TOTAL       18.5%

                           PERCENTAGE OF    PERCENTAGE OF

SECTOR                    STOCK PORTFOLIO  S&P 500 INDEX
Finance                        13.4%         15.2%
Technology                     13.2%         17.1%
Utilities                      11.2%         11.2%
Producer Manufacturing         11.3%          7.1%
Health Care                    10.3%         13.0%
Energy/Minerals                 9.5%          7.1%
Consumer Non-Durables           7.2%         10.5%
Services                        7.2%          4.9%
Consumer Durables               5.2%          3.0%
Basic Industry                  4.2%          4.0%
Retail Trade                    3.6%          5.9%
Transportation                  2.4%          1.0%

                                           PERCENTAGE OF

BONDS                                      BOND PORTFOLIO
U.S. Treasury Note, 5.250% due 08/15/2003     5.89%
U.S. Treasury Note, 5.625% due 05/15/2008     3.99%
U.S. Treasury Note, 7.875% due 11/15/2004     3.78%
U.S. Treasury Bond, 6.375% due 08/15/2027     2.24%
Federal Home Loan Bank, 5.800%
due 9/02/2008                                 2.03%
CNA Financial Corp., 7.250% due 11/15/2023    1.87%
Figgie International, 9.875% due 10/01/2099   1.82%
Trans Ocean Container Corp., 12.250%
due 07/01/2004                                1.62%
INCO Ltd., 9.600% due 06/15/2022              1.51%
Shopko Stores, 9.250% due 3/15/2022           1.47%
TOTAL                                        26.22%

               PERCENTAGE OF
                 THE BOND

BOND QUALITY     PORTFOLIO
AAA               31.70%
AA                 2.71%
A                 24.38%
B                  3.43%
BBB               26.78%
BB                10.23%
CCC                0.18%

[Graphic]

AS WE  PREPARE  TO GREET  1999,  WHAT IS YOUR  OUTLOOK  FOR THE  STOCK  AND BOND
MARKETS?

STOCKS

Excessive valuation continues to be our major concern as we look into 1999. Over
the second half of 1998, the interest rate and inflation  outlook  significantly
improved,  making stocks more attractive as long-term  savings vehicles relative
to fixed-income  alternatives.  However, as powerful as lower interest rates are
in aiding valuations,  the deterioration in prospective earnings seems to offset
much of this  positive  influence.  Wall  Street's  earnings  estimates for 1999
remain too high,  and the prospects of a flat  earnings year are real.  However,
considering the market's  tremendous  rebound off the low on October 8, 1998, it
seems that ample  liquidity  will continue to rule the day. Given that we see no
recession in 1999, we remain  cautiously  optimistic about the market's outlook.
We do believe that  large-cap  "value" stocks should provide better returns than
large-cap  "growth"  stocks  given the extremes in relative  valuation  and 1998
performance.  The broader market should also perform more positively relative to
the major indices as valuation disparities are addressed.

BONDS

Our basic bond market outlook remains largely  unchanged.  Over the coming year,
it appears  reasonable to expect continued  moderation in economic  activity and
corporate  earnings  growth.  The  domestic  economic  fundamentals  point  to a
conclusion  that the United  States may be in the latter  stages of the business
cycle. Given this outlook,  our expectation is for a favorable year ahead in the
bond market.  Having said that, the bond market may have already experienced the
major "flight to quality" technical move upward in price, and we expect economic
fundamentals may dominate the bond market going forward.

TWO WAYS YOU MAY SEEK TO INVEST FOR SUCCESS IN

FEDERATED STOCK AND BOND FUND, INC.

INITIAL INVESTMENT:

IF YOU HAD MADE AN  INITIAL  INVESTMENT  OF  $30,000  IN THE  CLASS A SHARES  OF
FEDERATED  STOCK AND BOND FUND,  INC.  ON  12/31/68,  REINVESTED  DIVIDENDS  AND
CAPITAL GAINS, AND DID NOT REDEEM ANY SHARES, YOUR ACCOUNT WOULD HAVE BEEN WORTH
$378,993 ON  10/31/98.  YOU WOULD HAVE  EARNED AN 8.87%*  AVERAGE  ANNUAL  TOTAL
RETURN FOR THE INVESTMENT LIFE SPAN.

One key to  investing  wisely is to reinvest all  distributions  in fund shares.
This increases the number of shares on which you can earn future dividends,  and
you gain the benefit of compounding.

As of 9/30/98,  the Class A Shares' average annual 1-year,  5-year,  and 10-year
total returns were (0.05%),  11.18%, and 10.42%,  respectively.  Class B Shares'
average annual 1-year and  since-inception  (8/30/96) total returns were (0.76%)
and  14.55%,   respectively.   Class  C  Shares'   average   annual  1-year  and
since-inception (8/30/96) total returns were 3.96% and 8.77%, respectively.**

[Graphic]

 * Total  return  represents  the  change  in the value of an  investment  after
investing all income and capital  gains,  and takes into account the 5.50% sales
charge applicable to an initial investment in Class A Shares.

  Data quoted represents past performance and does not guarantee future results.
Investment return and principal value will fluctuate,  so an investor's  shares,
when redeemed, may be worth more or less than their original cost.

 ** The total return  stated takes into account the 5.50% sales charge for Class
A Shares, the 5.50% contingent deferred sales charge for Class B Shares, and the
1.00% contingent deferred sales charge for Class C Shares.

FEDERATED STOCK AND BOND FUND, INC.

ONE STEP AT AT TIME:

$1,000 INITIAL INVESTMENT AND SUBSEQUENT INVESTMENTS OF $1,000 EACH
YEAR FOR 29 YEARS (REINVESTING ALL DIVIDENDS AND CAPITAL GAINS) GREW TO

$212,323.

With this approach, the key is consistency.

If you had started  investing $1,000 annually in the Class A Shares of Federated
Stock and Bond Fund,  Inc. on 12/31/68,  reinvested  your  dividends and capital
gains, and did not redeem any shares, you would have invested only $30,000,  but
your account  would have  reached a total value of  $212,323*  by 10/31/98.  You
would have earned an average annual total return of 10.89%.

A practical  investment  plan helps you pursue  long-term  growth of capital and
income  through a balanced  portfolio  of stocks and bonds.  Through  systematic
investing,  you buy shares on a regular  basis and reinvest all  earnings.  This
investment plan works for you even if you invest only $1,000  annually.  You can
take it one step at a time. Put time, money, and compounding to work.

[Graphic]

 * This chart assumes that the  subsequent  annual  investments  are made on the
last day of each  anniversary  month.  No method of  investing  can  guarantee a
profit or protect against loss in down markets.  However, by investing regularly
over time and buying  shares at various  prices,  investors  can  purchase  more
shares at lower prices. All accumulated shares have the ability to pay income to
the investor.

  Because such a plan  involves  continuous  investment,  regardless of changing
price levels,  the investor should consider whether or not to continue purchases
through periods of low price levels.

FEDERATED STOCK AND BOND FUND, INC.

HYPOTHETICAL INVESTOR PROFILE: INVESTING FOR COLLEGE EDUCATION

David and Joan Rice are a fictional  couple  who,  like many  shareholders,  are
searching for a way to make their money grow over time.

David and Joan are planning  for the college  education  of their  children.  On
October 31, 1988,  they invested $5,000 in Class A Shares of Federated Stock and
Bond Fund, Inc. Since then,  David and Joan have made additional  investments of
$250 every month.

As this chart shows, over 10 years, the original $5,000  investment,  along with
their  additional  monthly  $250  investments  totaling  $35,000,  has  grown to
$68,097. This represents an 11.31% average annual total return. For the Rices, a
dedicated program of monthly investments really paid off.

[Graphic]

  This hypothetical scenario is provided for illustrative purposes only and does
not  represent  the  result  obtained  by  any  particular   shareholder.   Past
performance does not guarantee future results.

FEDERATED STOCK AND BOND FUND, INC.

CLASS A SHARES

GROWTH OF $25,000 INVESTED IN FEDERATED STOCK AND BOND FUND, INC.
(CLASS A SHARES)

The graph below illustrates the hypothetical investment of $25,000* in Federated
Stock and Bond Fund, Inc. (Class A Shares) (the "Fund") from October 31, 1988 to
October 31, 1998, compared to Standard & Poor's 500 Index (S&P 500),+ the Lehman
Brothers  Governement  /Corporate  Bond Index  (LBGCBI)+ and the Lipper Balanced
Funds Average (LBFA).++

[Graphic]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL  VALUE WILL  FLUCTUATE,  SO WHEN SHARES ARE REDEEMED,  THEY MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * Represents a hypothetical  investment of $25,000 in the Fund after  deducting
the maximum sales charge of 5.50% ($25,000  investment minus $1,375 sales charge
= $23,625). The Fund's performance assumes the reinvestment of all dividends and
distributions.  The S&P 500,  LBGCBI and the LBFA have been  adjusted to reflect
reinvestment of dividends on securities in the indices and average.

 ** Total return quoted reflects all applicable sales charges.

 + The S&P 500  and the  LBGCBI  are not  adjusted  to  reflect  sales  charges,
expenses,  or other fees that the SEC  requires  to be  reflected  in the Fund's
performance. The indices are unmanaged.

 ++ The LBFA represents the average of the total returns  reported by all of the
mutual funds designated by Lipper Analytical Services,  Inc. as falling into the
category indicated,  and is not adjusted to reflect any sales charges.  However,
these  total  returns  are  reported  net of expenses or other fees that the SEC
requires to be reflected in a fund's performance.

FEDERATED STOCK AND BOND FUND, INC.

CLASS B SHARES

GROWTH OF $25,000 INVESTED IN FEDERATED STOCK AND BOND FUND, INC.
(CLASS B SHARES)

The graph below illustrates the hypothetical investment of $25,000* in Federated
Stock and Bond Fund,  Inc.  (Class B Shares)  (the  "Fund") from August 30, 1996
(start of  performance)  to October 31, 1998,  compared to Standard & Poor's 500
Index (S&P 500),+ the Lehman Brothers  Government/Corporate Bond Index (LBGCBI)+
and the Lipper Balanced Funds

Average (LBFA).++

[Graphic]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL  VALUE WILL  FLUCTUATE,  SO WHEN SHARES ARE REDEEMED,  THEY MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * Represents a hypothetical investment of $25,000 in the Fund. The ending value
of the fund reflects a 4.00% contingent  deferred sales charge on any redemption
less than three years from the purchase  date. The maximum  contingent  deferred
sales  charge is 5.50% on any  redemption  less than one year from the  purchase
date.  The Fund's  performance  assumes the  reinvestment  of all  dividends and
distributions.  The S&P 500,  LBGCBI and the LBFA have been  adjusted to reflect
reinvestment of dividends on securities in the indices and average.

 ** Total return quoted  reflects all  applicable  sales charges and  contingent
deferred sales charges.

 + The S&P 500  and the  LBGCBI  are not  adjusted  to  reflect  sales  charges,
expenses,  or other fees that the SEC  requires  to be  reflected  in the Fund's
performance. The indices are unmanaged.

 ++ The LBFA represents the average of the total returns  reported by all of the
mutual funds designated by Lipper Analytical Services,  Inc. as falling into the
category indicated,  and is not adjusted to reflect any sales charges.  However,
these  total  returns  are  reported  net of expenses or other fees that the SEC
requires to be reflected in a fund's performance.

FEDERATED STOCK AND BOND FUND, INC.

CLASS C SHARES

GROWTH OF $25,000 INVESTED IN FEDERATED STOCK AND BOND FUND, INC.
(CLASS C SHARES)

The graph  below  illustrates  the  hypothetical  investment  of $25,000* in the
Federated  Stock and Bond Fund,  Inc.  (Class C Shares) (the "Fund") from August
30,  1996 to October  31,  1998,  compared  to  Standard & Poor's 500 Index (S&P
500),+ the Lehman  Brothers  Government/Corporate  Bond Index  (LBGCBI)+ and the
Lipper Balanced Funds Average (LBFA).++

[Graphic]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL  VALUE WILL  FLUCTUATE,  SO WHEN SHARES ARE REDEEMED,  THEY MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF
OR GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *  Represents a  hypothetical  investment  of $25,000 in the Fund.  The maximum
contingent  deferred sales charge is 1.00% on any redemption  less than one year
from the purchase date. The Fund's  performance  assumes the reinvestment of all
dividends  and  distributions.  The S&P  500,  LBGCBI,  and the LBFA  have  been
adjusted to reflect  reinvestment  of dividends on securities in the indices and
average.

 ** Total return quoted  reflects all  applicable  sales charges and  contingent
deferred sales charges.

 + The S&P 500  and the  LBGCBI  are not  adjusted  to  reflect  sales  charges,
expenses,  or other fees that the SEC  requires  to be  reflected  in the Fund's
performance. The indices are unmanaged.

 ++ The LBFA represents the average of the total returns  reported by all of the
mutual funds designated by Lipper Analytical Services,  Inc. as falling into the
category indicated,  and is not adjusted to reflect any sales charges.  However,
these  total  returns  are  reported  net of expenses or other fees that the SEC
requires to be reflected in a fund's performance.

FEDERATED STOCK AND BOND FUND, INC.

PORTFOLIO OF INVESTMENTS

OCTOBER 31, 1998

<TABLE>
<CAPTION>

SHARES
VALUE

<C>

<S>                                                              <S>
COMMON STOCKS-51.3%

                 BASIC
INDUSTRY-2.2%

     77,200      Archer-Daniels-Midland Co.  $   1,288,275
     43,800      Crown Cork & Seal Co., Inc.  1,396,125
     13,000      Dow Chemical Co.  1,217,125

    189,500      LTV Corp.  1,160,687

Total                                                              5,062,212

                 CONSUMER
DURABLES-2.7%

     64,000      Cooper Tire & Rubber Co.  1,064,000
     19,000      Eastman Kodak Co.  1,472,500
     20,700      General Motors Corp.  1,305,394
     35,000      Hasbro, Inc.  1,227,187
     38,000      Rubbermaid, Inc.  1,261,125

Total                                                              6,330,206

                 CONSUMER
NON-DURABLES-3.7%

     24,500      Kimberly-Clark Corp.  1,182,125
     33,000      Philip Morris Cos., Inc.  1,687,125
     35,100      RJR Nabisco Holdings Corp.  1,002,544
     20,000      Sara Lee Corp.  1,193,750
     60,500      UST, Inc.  2,057,000

     20,800      Unilever N.V.,

ADR                                                 1,565,200

Total                                                              8,687,744

                 ENERGY
MINERALS-5.0%

     11,500      Atlantic Richfield Co.  792,062
     14,500      Chevron Corp.  1,181,750

    114,500      ENSCO International, Inc.  1,538,594
     20,700      Exxon Corp.  1,474,875
     35,000      Occidental Petroleum Corp.  695,625
     16,500      Royal Dutch Petroleum Co.,
ADR                                       812,625
</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>

SHARES
VALUE

<C>

<S>                                                             <C>
COMMON STOCKS-CONTINUED

                 ENERGY

MINERALS-CONTINUED

     44,000      Sun Co., Inc.  $   1,509,750
     18,500      Texaco, Inc.  1,097,281
     44,500      USX Marathon Group, Inc.  1,454,594
     33,700      YPF Sociedad Anonima,

ADR                                            975,194

Total                                                             11,532,350

FINANCE-7.0%

     21,000      Allmerica Financial Corp.  1,050,000
     29,900      Allstate Corp.  1,287,569
     23,500      Bear Stearns Cos., Inc.  838,656
     26,000      Block (H&R), Inc.  1,165,125
     37,000      Boston Properties, Inc.  1,054,500
     32,900      CIGNA Corp.  2,399,644
     41,700      Conseco, Inc.  1,446,469

      5,300      General RE Corp.  1,164,344

     23,500      Hartford Financial Services Group, Inc.  1,248,437

     16,500      MBIA

INS                                                           1,008,562
     21,000      Marsh & McLennan Cos., Inc.  1,165,500
     18,500      Morgan Stanley, Dean Witter & Co.  1,197,875
     33,000      Washington Mutual, Inc.  1,235,438

Total                                                             16,262,119

                 HEALTH
CARE-5.4%

     38,800      Abbott

Laboratories                                                1,821,175
     21,500      Baxter International, Inc.  1,288,656

    102,500  (a)  Beverly Enterprises, Inc.  691,875
     20,900      Bristol-Myers Squibb Co.  2,310,756
     11,000      Merck & Co., Inc.  1,487,750
     43,100      Pharmacia & Upjohn, Inc.  2,281,606
     20,000      Smithkline Beecham Corp.,

ADR                                      1,275,000
     29,900      United Healthcare Corp.  1,302,519

Total                                                             12,459,337

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>

SHARES
VALUE

<C>

<S>                                                             <C>
COMMON STOCKS-CONTINUED

                 PRODUCER
MANUFACTURING-5.9%

     29,000      Deere & Co.  $   1,025,875
     39,000      Ingersoll-Rand Co.  1,969,500
     28,000      Johnson Controls, Inc.  1,575,000
     33,000  (a)  Lexmark Intl. Group, Class

A                                       2,307,937
     22,000      Loews Corp.  2,066,625
     41,000      Parker-Hannifin Corp.  1,465,750
     21,100      Philips Electronics N.V.,

ADR                                      1,157,863
     34,500      Tenneco, Inc.  1,047,938
     18,000      Tyco International Ltd.  1,114,875

Total                                                             13,731,363

                 RETAIL
TRADE-1.9%

     33,500      Dillards, Inc., Class
A                                            1,040,594

     76,000  (a)  K Mart Corp.  1,073,500
     32,500      Wal-Mart Stores, Inc.  2,242,500

Total                                                              4,356,594

SERVICES-3.7%
     12,500      ABB AB,

ADR                                                        1,312,500
     46,500  (a)  King World Productions, Inc.  1,220,625
     80,600      News Corp. Ltd.,

ADR                                               1,949,512
     41,600  (a)  Tricon Global Restaurants, Inc.  1,809,600
     20,500  (a)  Viacom, Inc., Class
A                                              1,217,188
     26,400      Waste Management, Inc.  1,191,300

Total                                                              8,700,725

TECHNOLOGY-6.8%

     37,507      AMP, Inc.  1,540,131
     38,500      Electronic Data Systems Corp.  1,566,469
     70,500      First Data Corp.  1,868,250
     12,000      International Business Machines Corp.  1,781,250
     16,000      Northrop Gruman Corp.  1,276,000
     87,500  (a)  Novell, Inc.  1,301,562
     21,000      Raytheon Co., Class
A                                              1,176,000
</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>

SHARES
VALUE

<C>

<S>                                                             <C>
COMMON STOCKS-CONTINUED

TECHNOLOGY-CONTINUED

     39,000  (a)  Seagate Technology, Inc.  $   1,028,625
     49,000  (a)  Storage Technology Corp.  1,638,438
     47,000  (a)  Sun Microsystems, Inc.  2,737,750

Total                                                             15,914,475

TRANSPORTATION-1.2%

     32,500      CNF Transportation, Inc.  983,125
     31,000      KLM Royal Dutch Airlines,

ADR                                        935,812
     39,500      Ryder Systems, Inc.  972,688

Total                                                              2,891,625

UTILITIES-5.8%

     21,500      AT&T Corp.  1,338,375
     27,000      Bell Atlantic Corp.  1,434,375
     30,000      Coastal Corp.  1,057,500
     57,000      Entergy Corp.  1,638,750
     21,000      FPL Group, Inc.  1,313,812
     20,600      GTE Corp.  1,208,962
     41,500      Houston Industries, Inc.  1,289,094
     48,500      P G & E Corp.  1,476,219
     35,500      Public Service Enterprises Group, Inc.  1,349,000
     25,500      U.S. West, Inc.  1,463,063

Total                                                             13,569,150
                 TOTAL COMMON STOCKS (IDENTIFIED COST
$97,888,013)                119,497,900
PREFERRED STOCKS-0.7%

FINANCE-0.4%

      1,000      Highwoods Properties, Inc., REIT Perpetual Pfd. Stock,
Series A,

$8.625
895,980

TECHNOLOGY-0.3%

      6,371      Microsoft Corp., Cumulative Conv. Pfd., Series A,
$2.20              622,765
                 TOTAL PREFERRED STOCKS (IDENTIFIED COST
$1,589,865)                1,518,745

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S> <C> ASSET-BACKED  SECURITIES-0.6%  $ 1,250,000 (b) 125 Home Loan Owner Trust
1998-1A, Class B1, 9.26%, 2/15/2029 $ 1,114,850

    295,895       (b) SMFC Trust Asset-Backed Certificates, Series 1997-A, Class
                  4, 7.7191%,

1/28/2035                                                  266,953
                 TOTAL ASSET-BACKED SECURITIES (IDENTIFIED COST

$1,520,065)         1,381,803
CORPORATE BONDS-29.1%

AUTOMOBILE-0.3%

    800,000      Hertz Corp., Sr. Note, 7.00%,
1/15/2028                              774,448

BANKING-0.9%

    500,000  (b) Den Danske Bank, Note, 7.40%,
6/15/2010                              528,015

  1,000,000      National Bank of Canada, Montreal, Sub. Note, 8.125%,
8/15/2004    1,150,310

    500,000  (b) Swedbank, Sub., 7.50%,
11/1/2049                                     485,435

Total                                                              2,163,760

                 BASIC
INDUSTRY-2.6%

  1,000,000      Barrick Gold Corp., Deb., 7.50%,
5/1/2007                          1,100,630

  1,325,000      INCO Ltd., Note, 9.60%,
6/15/2022                                  1,547,468

    500,000  (b) Normandy Finance Ltd., Company Guarantee, 7.50%,
7/15/2005           511,270

  1,000,000      Placer Dome, Inc., Deb., 8.50%,
12/31/2045                           971,740

    150,000      Pope & Talbot, Inc., Deb., 8.375%,
6/1/2013                          139,111

    200,000      Santa Fe Pacific Gold, Deb., 8.375%,
7/1/2005                        227,440

    680,000      Southdown, Inc., Sr. Sub. Note, Series B, 10.00%,
3/1/2006           766,700

    500,000      Sweden, Kingdom of, Deb., 10.25%,
11/1/2015                          714,885

Total                                                              5,979,244

CHEMICALS-0.4%

  1,250,000  (b) Reliance Industries Ltd., Note, 8.25%,
1/15/2027                     953,125

                 CONSUMER
DURABLES-0.9%

    500,000      Arvin Industries, Inc., 9.50%,
2/1/2027                              542,245

    675,000      Arvin Industries, Inc., Note, 6.75%,
3/15/2008                       675,905

    850,000      Dana Corp., Note, 7.00%,
3/15/2028                                   858,907

Total                                                              2,077,057

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S>                                                             <C>
CORPORATE BONDS-CONTINUED

                 CONSUMER
NON-DURABLES-0.9%

$ 1,281,000      Philip Morris Cos., Inc., Deb., 6.00%,
7/15/2001               $   1,301,458

    750,000      Philip Morris Cos., Inc., Deb., 7.75%,
1/15/2027                     820,065

Total                                                              2,121,523

EDUCATION-0.3%

    750,000      Boston University, 7.625%,
7/15/2097                                 814,583

                 ENERGY
MINERALS-0.6%

    500,000      Occidental Petroleum Corp., Note, 8.50%,
9/15/2004                   511,690

    750,000      Sun Co., Inc., Deb., 9.00%,
11/1/2024                                891,908

Total                                                              1,403,598

FINANCE-8.1%

    500,000      Amvescap PLC, Sr. Note, 6.60%,
5/15/2005                             510,335

  1,000,000      Santander Finance Issuance, Ltd. Bank Guarantee, 7.875%,

4/15/2005                                                          1,068,690
  2,000,000      CNA Financial Corp., Deb., 7.25%,
11/15/2023                       1,919,520
    450,000      Conseco, Inc., Note, 6.40%,

2/10/2003                                440,033
  1,000,000      Conseco, Inc., Sr. Note, 10.50%,

12/15/2004                        1,172,040
    250,000      Continental Corp., Note, 8.25%,

4/15/1999                            252,848
  1,250,000      Delphi Funding Series A, Note, 9.31%,

3/25/2027                    1,364,525

    250,000      Delphi Financial Group, Inc., Sr. Note, 8.00%,
10/1/2003             265,800

  1,000,000  (b)  Equitable Life, Note, 7.70%,
12/1/2015                             1,078,280

    750,000      FirstBank Puerto Rico, Sub. Note, 7.625%,
12/20/2005                 767,490

  1,000,000      Ford Motor Credit Corp., Unsub., 6.875%,
6/5/2001                  1,036,810

  1,000,000      Green Tree Financial Corp., Sr. Sub. Note, 10.25%,
6/1/2002        1,111,160

  1,225,000      Lehman Brothers Holdings, Inc., Bond, 6.20%,
1/15/2002             1,200,475

    750,000  (b)  Life Re Capital Trust I, Company Guarantee, 8.72%,
6/15/2027        831,705

    500,000      National Australia Bank, Ltd., Melbourne, Sub. Note, Series B,
                 6.60%,

12/10/2007                                                    506,875
    375,000      Provident Cos., Inc., Bond, 7.405%,
3/15/2038                        362,921
  1,000,000      Republic New York Corp., Sub. Note, 7.75%,

5/15/2009               1,135,100
    600,000      SunAmerica, Inc., Sr. Note, 6.20%,

10/31/1999                        605,574
    650,000      SunAmerica, Inc., Sr. Note, 9.00%,

1/15/1999                         655,096

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S>                                                             <C>
CORPORATE BONDS-CONTINUED

FINANCE-CONTINUED

$ 1,500,000      Trans Ocean Container Corp., Sr. Sub. Note, 12.25%,
7/1/2004   $   1,663,020

    750,000      USF&G Corp., Company Guarantee, 8.47%,
1/10/2027                     837,990

Total                                                             18,786,287

                 FOREST
PRODUCTS-0.6%

  1,000,000      Donohue Forest Products, 7.625%,
5/15/2007                         1,067,490

    250,000      Quno Corp., Sr. Note, 9.125%,
5/15/2005                              273,365

Total                                                              1,340,855

                 HEALTH
CARE-0.5%

    550,000      Tenet Healthcare Corp., Sr. Note, 8.00%,
1/15/2005                   559,592

    500,000  (b) Tenet Healthcare Corp., Sr. Sub., 8.125%,
12/1/2008                  512,500

Total                                                              1,072,092

                 OIL &
GAS-0.5%

  1,250,000      Husky Oil Ltd., Sr. Note, 7.125%,
11/15/2006                       1,292,287

                 PRINTING &
PUBLISHING-0.5%

  1,000,000      News America Holdings, Inc., 10.125%,
10/15/2012                   1,181,690

                 PRODUCER
MANUFACTURING-1.5%

  1,000,000      Anixter International, Inc., Company Guarantee, 8.00%,

9/15/2003                                                          1,053,540
    550,000      Cummins Engine Co., Inc., Deb., 7.125%,
3/1/2028                     510,312

  1,815,000      Figgie International Holdings, Inc., Sr. Note, 9.875%,

10/1/1999                                                          1,873,225

Total                                                              3,437,077

                 REAL
ESTATE-1.2%

  1,000,000      Price REIT, Inc., Sr. Note, 7.50%,
11/5/2006                       1,015,300

    500,000      Storage USA, Note, 8.20%,
6/1/2017                                   481,865

    750,000      Storage USA, Deb., 7.50%,
12/1/2027                                  652,035

    600,000      Sun Communities, Inc., Medium Term Note, 6.77%,
5/16/2005            611,280

Total                                                              2,760,480

                 RETAIL
TRADE-2.5%

  1,000,000      Harcourt General, Inc., Sr. Deb., 7.20%,
8/1/2027                    947,690

  1,130,550      K Mart Corp., Pass Thru Cert., 8.54%,
1/2/2015                     1,108,866

  1,000,000      May Department Stores Co., Deb., 8.125%,
8/15/2035                 1,167,490

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S>                                                             <C>
CORPORATE BONDS-CONTINUED

                 RETAIL

TRADE-CONTINUED

$ 1,000,000      Penney (J.C.) Co., Inc., Deb., 7.65%,
8/15/2016                $   1,053,760

  1,250,000      Shopko Stores, Inc., Sr. Note, 9.25%,
3/15/2022                    1,513,775

Total                                                              5,791,581

SERVICES-3.8%

    750,000      California Energy Co., Inc., Sr. Disc. Note, 10.25%,

1/15/2004                                                            792,188
  1,000,000      Comcast Corp., Note, 8.50%,
5/1/2027                               1,201,330
  1,000,000      Continental Cablevision, Sr. Deb., 9.50%,

8/1/2013                 1,206,590
  1,300,000      Loewen Group Int'l., Sr. Note, 8.25%,

4/15/2003                    1,007,500
  1,200,000      TKR Cable, Inc., Deb., 10.50%,

10/30/2007                          1,327,776
  1,000,000      USA Waste Services, Inc., Sr. Note, 7.125%,

10/1/2007              1,039,710

  1,250,000      Valassis Communication, Inc., Sr. Sub. Note, 9.375%,

3/15/1999                                                          1,270,775
  1,000,000      Waste Management, Inc., Deb., 8.75%,
5/1/2018                      1,119,140

Total                                                              8,965,009

                 SOVEREIGN
GOVERNMENT-0.6%

    250,000      Quebec, Province of, Notes, 9.125%,
8/22/2001                        278,172

  1,000,000      Quebec, Province of, Deb., 13.25%,
9/15/2014                       1,115,500

Total                                                              1,393,672

TRANSPORTATION-0.8%

  1,000,000      Continental Airlines, Inc., Pass Thru Cert., Series 1997-4B,
                 6.90%,

1/2/2017                                                    1,054,630
    700,000      Southwest Airlines Co., Deb., 7.375%,

3/1/2027                       726,306

Total                                                              1,780,936

UTILITIES-1.6%

  1,000,000      BellSouth Telecommunications, Inc., Deb., 7.00%,
12/1/2095         1,088,780

    300,000      BellSouth Telecommunications, Inc., Deb., 7.625%,
5/15/2035          325,611

  1,000,000      Enersis S.A., Note, 7.40%,
12/1/2016                                 781,110

    750,000  (b)  Israel Electric Corp. Ltd., Sr. Note, 7.875%,
12/15/2026             746,730

    600,000      Puget Sound Energy, Inc., Medium Term Note, 7.02%,
12/1/2027         623,880

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S>                                                             <C>
CORPORATE BONDS-CONTINUED

UTILITIES-CONTINUED

$   500,000  (b)  Tenaga Nasional Berhad, Deb., 7.50%,
1/15/2096                 $     208,180

Total                                                               3,774,291
                 TOTAL CORPORATE BONDS (IDENTIFIED COST
$66,691,012)                67,863,595
GOVERNMENT AGENCIES-13.0%

                 MORTGAGE BACKED

SECURITIES-4.5%

  1,000,000      Federal Home Loan Bank System, 5.905%,
7/22/2008                    1,040,840

  2,000,000      Federal Home Loan Bank System, Sr. Note, 5.80%,
9/2/2008            2,082,020

    742,500      Federal Home Loan Mortgage Corp., Pool E72530, 6.50%,

9/1/2013                                                              753,407
  1,000,000      Federal Home Loan Mortgage Corp., Pool TBA, 6.50%,

11/1/1999        1,008,130

  1,010,000      Federal Home Loan Mortgage Corp., Pool C15694, 7.00%,

10/1/2028                                                           1,030,200
    505,000      Federal National Mortgage Association, Pool 445522, 6.00%,

10/1/2028                                                             499,001
  1,000,000      Federal National Mortgage Association, Pool TBA, 6.00%,

12/1/1999                                                           1,004,060
    505,000      Federal National Mortgage Association, Pool 441253, 6.50%,

12/1/1999                                                             508,944
     24,014      Federal National Mortgage Association, Pool 50796, 7.50%,

9/1/2023                                                               24,644
    315,647      Federal National Mortgage Association, Pool 124009, 9.00%,

11/1/2021                                                             335,078
  1,000,000      Government National Mortgage Association, Pool TBA, 7.00%,

11/1/2099                                                           1,023,440
    750,000      Government National Mortgage Association, Pool 483195, 7.50%,

10/15/2028                                                            772,965
    495,001      Government National Mortgage Association, Pool 456589,

                 8.00%,

7/15/2028                                                      512,944

Total                                                              10,595,673

                 TREASURY
SECURITIES-8.5%

  2,000,000      United States Treasury Bond, 6.375%,
8/15/2027                      2,304,520

    750,000      United States Treasury Bond, 8.125%,
5/15/2021                      1,014,165

  1,000,000      United States Treasury Bond, 11.625%,
11/15/2004                    1,367,650

  5,800,000      United States Treasury Note, 5.25%,
8/15/2003                       6,052,822

</TABLE>

FEDERATED STOCK AND BOND FUND, INC.

<TABLE>
<CAPTION>
PRINCIPAL

AMOUNT
VALUE

<C>

<S>                                                             <C>
GOVERNMENT AGENCIES-CONTINUED

                 TREASURY

SECURITIES-CONTINUED

$ 3,800,000      United States Treasury Note, 5.625%,
5/15/2008                 $   4,094,500

  1,000,000      United States Treasury Note, 7.75%,
11/30/1999                     1,034,740

  3,300,000      United States Treasury Note, 7.875%,
11/15/2004                    3,878,589

Total                                                             19,746,986
                 TOTAL GOVERNMENT AGENCIES (IDENTIFIED COST
$29,816,916)           30,342,659
MUNICIPAL SECURITIES-1.3%

  1,000,000      Harvard University, Revenue Bonds, 8.125% Bonds,
4/15/2007         1,184,230

    500,000      Atlanta & Fulton County, GA Recreation Authority, Taxable
                 Revenue Bonds, Series 1997, 7.00% Bonds (Downtown Arena

                 Project)/(FSA INS),
12/1/2028                                        533,345

    250,000      McKeesport, PA, Taxable G.O. Series B 1997, 7.30% Bonds
                 (MBIA INS),
3/1/2020                                                 263,982

  1,000,000      Kansas City, MO Redevelopment Authority, 7.65% Bonds
                 (FSA LOC),

11/1/2018                                               1,151,900
                 TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST

$2,807,755)            3,133,457
MUTUAL FUNDS-2.5%

    647,877      The High Yield Bond Portfolio (IDENTIFIED COST
$6,148,122)         5,811,456

(C)REPURCHASE AGREEMENT-1.9%

  4,450,000      Westdeutsche Landesbank Girozentrale, 5.42%, dated 10/30/
                 1998, due 11/2/1998 (AT AMORTIZED

COST)                            4,450,000
                 TOTAL INVESTMENTS (IDENTIFIED COST

$210,911,748)(D)            $ 233,999,615

</TABLE>

  (a)  Non-income producing security.

  (b) Denotes a restricted  security which is subject to  restrictions on resale
 under Federal Securities laws. At October 31, 1998, these securities

amounted to $7,237,043 which represents 3.1% of net assets.

  (c) The repurchase agreement is fully collateralized by U.S. government and/or
agency  obligations  based on market  prices at the date of the  portfolio.  The
investments  in the  repurchase  agreement  is through  articipation  in a joint
account with other Federated funds.

  (d) The cost of investments for federal tax purposes  amounts to $211,084,518.
The net unrealized appreciation of investments on a federal tax basis amounts to
$22,915,097  which is  comprised  of  $30,218,728  appreciation  and  $7,303,631
depreciation at October 31, 1998.

Note: The categories of investments are shown as a percentage of net assets
($232,948,503) at October 31, 1998.

The following acronyms are used throughout this portfolio:

ADR -American  Depositary Receipt FSA -Financial Security Assurance INS -Insured
LOC -Letter of Credit  MBIA  -Municipal  Bond  Investors  Assurance  PLC -Public
Limited Company REIT -Real Estate Investment Trust TBA -To Be Announced

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1998

<TABLE>

<S>                                                             <C>

<C>
ASSETS:

Total investments in securities,  at value (identified cost $210,911,748 and tax
cost  $211,084,518) $ 233,999,615  Income  receivable  2,272,513  Receivable for
shares  sold  691,749  Total  assets   236,963,877   LIABILITIES:   Payable  for
investments  purchased $ 3,728,109 Payable for shares redeemed 78,251 Payable to
Bank  67,672  Payable for taxes  withheld  691 Accrued  expenses  140,651  Total
liabilities  4,015,374 NET ASSETS:  12,176,606 shares  outstanding $ 232,948,503
NET ASSETS CONSIST OF: Paid in capital $ 198,668,661 Net unrealized appreciation
of investments  and  translation of assets and  liabilities in foreign  currency
23,087,867  Accumulated  net realized gain on investments  and foreign  currency
transactions  10,904,425  Undistributed  net investment income 287,550 Total net
assets $ 232,948,503 NET ASSET VALUE,  OFFERING PRICE,  AND REDEMPTION  PROCEEDS
PER SHARE: CLASS A SHARES: Net Asset Value Per Share  ($196,149,337 / 10,249,352
shares  outstanding)  $19.14  Offering  Price Per Share  (100/94.50  of $19.14)*
$20.25 Redemption  Proceeds Per Share $19.14 CLASS B SHARES: Net Asset Value Per
Share  ($26,487,330 / 1,386,561  shares  outstanding)  $19.10 Offering Price Per
Share $19.10 Redemption Proceeds Per Share (94.50/100 of $19.10)* $18.05 CLASS C
SHARES:  Net Asset Value Per Share  ($10,311,836 / 540,693  shares  outstanding)
$19.07 Offering Price Per Share $19.07 Redemption  Proceeds Per Share (99.00/100
of $19.07)** $18.88

</TABLE>

 * See "What do Shares Cost" in the Prospectus.

 ** See "Contingent Deferred Sales Charge" in the Prospectus.

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1998

<TABLE>

<S>                                                         <C>             <C>
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $16,035)                        $3,223,014

Interest                                                                     5,955,393

Total income                                                                 9,178,407

EXPENSES:
Investment advisory fee                                     $1,476,808
Administrative personnel and services fee                                     185,000

Custodian fees                                                                 21,970

Transfer and dividend disbursing agent fees and expenses                      198,597
Directors'/Trustees' fees                                                      12,075

Auditing fees                                                                  16,092

Legal fees                                                                      3,211

Portfolio accounting fees                                                      81,009

Distribution services fee-Class B Shares                                      108,597

Distribution services fee-Class C Shares                                       32,704

Shareholder services fee-Class A Shares                                       451,137

Shareholder services fee-Class B Shares                                        36,199

Shareholder services fee-Class C Shares                                        10,901

Share registration costs                                                       58,258

Printing and postage                                                           36,879

Insurance premiums                                                              4,110

Taxes                                                                          10,300

Miscellaneous                                                                  15,671

Total expenses                                                              2,759,518

Waivers-
Waiver of investment advisory fee                              (144,801)

Net expenses                                                                2,614,717

Net investment income                                                       6,563,690

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FOREIGN CURRENCY:
Net realized gain on investments and foreign currency
transactions

11,035,163

Net change in unrealized appreciation of investments and
translation of assets and liabilities in foreign currency
1,575,841
Net realized and unrealized gain on investments and
foreign currency
12,611,004
Change in net assets resulting from operations                              $
19,174,694

</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                            YEAR

ENDED OCTOBER 31,

1998               1997
<S>
<C>                <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS-

Net investment income                                             $
6,563,690       $  4,688,063
Net realized gain on investments and foreign currency
transactions ($11,079,396 and $22,149,236, respectively, as
computed for federal tax purposes)
11,035,163         22,063,804
Net change in unrealized appreciation of investments and
translation of assets and liabilities in foreign currency
1,575,841          4,663,076
Change in net assets resulting from operations
19,174,694         31,414,943
NET EQUALIZATION CREDITS-
- -            289,759
DISTRIBUTIONS TO SHAREHOLDERS-
Distributions from net investment
income
Class A Shares
(6,313,087)        (4,348,933)
Class B Shares
(396,588)           (38,375)
Class C Shares
(114,568)            (9,286)
Distributions from net realized gains on investments and
foreign currency
transactions
Class A Shares
(21,222,534)       (13,236,606)
Class B Shares
(737,810)           (45,261)
Class C Shares
(149,001)           (10,132)
Change in net assets resulting from distributions to
shareholders
(28,933,588)       (17,688,593)
SHARE TRANSACTIONS-
Proceeds from sale of shares
100,669,369         60,106,988
Net asset value of shares issued to shareholders in payment
of distributions declared
24,499,769         14,484,711
Cost of shares redeemed
(50,977,134)       (50,881,341)
Change in net assets resulting from share transactions
74,192,004         23,710,358
Change in net assets
64,433,110         37,726,467
NET ASSETS:
Beginning of period
168,515,393        130,788,926
End of period (including undistributed net investment income
of $287,550 and $573,528, respectively)                          $
232,948,503      $ 168,515,393

</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

FINANCIAL HIGHLIGHTS-CLASS A SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

YEAR ENDED OCTOBER 31,

                                                                            1998

1997          1996        1995         1994
<S>                                                       <C>
<C>           <C>         <C>          <C>

NET ASSET VALUE, BEGINNING OF PERIOD                        $20.46
$18.96       $18.38       $16.25       $16.87
INCOME FROM INVESTMENT

OPERATIONS

Net investment income                                         0.65
0.63         0.61         0.63         0.51
Net realized and unrealized gain (loss) on investments        1.37

3.34         1.81         2.21        (0.59)
Total from investment operations                              2.02
3.97         2.42         2.84        (0.08)
LESS
DISTRIBUTIONS

Distributions from net investment income                     (0.69)
(0.56)       (0.63)       (0.62)       (0.54)
Distributions from net realized gain on investments          (2.65)
(1.91)       (1.21)       (0.09)           -
Total distributions                                          (3.34)
(2.47)       (1.84)       (0.71)       (0.54)
NET ASSET VALUE, END OF PERIOD                              $19.14
$20.46       $18.96       $18.38       $16.25
TOTAL RETURN(A)                                              11.09%
23.02%       14.57%       17.99%       (0.48% )
RATIOS TO AVERAGE NET

ASSETS

Expenses                                                      1.25%
1.21%        1.10%        1.07%        1.06%
Net investment income                                         3.30%
3.06%        3.44%        3.71%        3.23%
Expense waiver/reimbursement(b)                               0.07%
0.16%        0.27%        0.31%        0.07%
SUPPLEMENTAL
DATA

Net assets, end of period (000 omitted)                   $196,149
$162,780      $130,694    $134,669     $125,382
Portfolio turnover                                              53%
87%          74%          68%          45%

</TABLE>

  (a) Based on net asset  value,  which  does not  reflect  the sales  charge or
contingent deferred sales charge, if applicable.

  (b) This voluntary  expense  decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

FINANCIAL HIGHLIGHTS-CLASS B SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                                                      YEAR ENDED

OCTOBER 31,

                                                          1998

1997        1996(A)

<S>                                                     <C>
<C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                     $20.45

$18.96       $17.89

INCOME FROM INVESTMENT

OPERATIONS

Net investment income                                      0.50
0.51         0.02
Net realized and unrealized gain on investments            1.37
3.34         1.05

Total from investment operations                           1.87
3.85         1.07

LESS
DISTRIBUTIONS

Distributions from net investment income                  (0.57)
(0.45)           -
Distributions from net realized gain on investments       (2.65)

(1.91)           -
Total distributions                                       (3.22)
(2.36)           -
NET ASSET VALUE, END OF PERIOD                           $19.10
$20.45       $18.96

TOTAL RETURN(B)                                           10.26%
22.20%        5.98%

RATIOS TO AVERAGE NET

ASSETS

Expenses                                                   2.00%
1.96%        1.96% *
Net investment income                                      2.55%
2.31%        3.52% *

Expense waiver/reimbursement(c)                            0.07%
0.16%        0.15% *

SUPPLEMENTAL
DATA

Net assets, end of period (000 omitted)                 $26,487
$4,622          $94
Portfolio turnover                                           53%
87%          74%

</TABLE>

 * Computed on an annualized basis.

  (a) Reflects  operations  for the period from August 30, 1996 (date of initial
public investment) to October 31, 1996.

  (b) Based on net asset  value,  which  does not  reflect  the sales  charge or
contingent deferred sales charge, if applicable.

  (c) This voluntary  expense  decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

FINANCIAL HIGHLIGHTS-CLASS C SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                                                            YEAR

ENDED OCTOBER 31,

                                                                            1998

1997        1996(A)

<S>                                                          <C>
<C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $20.42

$18.96       $17.89

INCOME FROM INVESTMENT

OPERATIONS

Net investment income                                            0.50
0.47         0.04
Net realized and unrealized gain on investments                  1.37
3.35         1.03

Total from investment operations                                 1.87
3.82         1.07

LESS
DISTRIBUTIONS

Distributions from net investment income                        (0.57)
(0.45)           -
Total distributions from net realized gain on investments       (2.65)

(1.91)           -
Total distributions                                             (3.22)
(2.36)           -
NET ASSET VALUE, END OF PERIOD                                 $19.07
$20.42       $18.96

TOTAL RETURN(B)                                                 10.21%
22.08%        5.98%

RATIOS TO AVERAGE NET

ASSETS

Expenses                                                         2.00%
1.96%        2.03% *
Net investment income                                            2.55%
2.31%        1.94% *

Expense waiver/reimbursement(c)                                  0.07%
0.16%        0.15% *

SUPPLEMENTAL
DATA

Net assets, end of period (000 omitted)                       $10,312
$1,114           $2
Portfolio turnover
53%          87%          74%

</TABLE>

 * Computed on an annualized basis.

  (a) Reflects  operations  for the period from August 30, 1996 (date of initial
public investment) to October 31, 1996.

  (b) Based on net asset  value,  which  does not  reflect  the sales  charge or
contingent deferred sales charge, if applicable.

  (c) This voluntary  expense  decrease is reflected in both the expense and net
investment income ratios shown above.

(See Notes which are an integral part of the Financial Statements)

FEDERATED STOCK AND BOND FUND, INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1998

1. ORGANIZATION

Federated  Stock and Bond  Fund,  Inc.  (the  "Fund")  is  registered  under the
Investment  Company  Act of 1940,  as amended  (the  "Act"),  as a  diversified,
open-ended  management  investment  company.  The Fund offers  three  classes of
shares:  Class A Shares,  Class B Shares,  and  Class C Shares.  The  investment
objective  of the  Fund is to  provide  relative  safety  of  capital  with  the
possibility of long-term growth of capital and income.

2. SIGNIFICANT ACCOUNTING POLICIES

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the Fund in the  preparation  of its  financial  statements.  These
policies are in conformity with generally accepted accounting principles.

INVESTMENT  VALUATIONS-Municipal  bonds  are  valued by an  independent  pricing
service,  taking into  consideration  yield,  liquidity,  risk,  credit quality,
coupon,  maturity,  type of issue,  and any  other  factors  or market  data the
pricing service deems relevant.  U.S.  government  securities,  listed corporate
bonds,  (other  fixed  income  and  asset-  backed  securities),   and  unlisted
securities and private placement  securities are generally valued at the mean of
the latest bid and asked price as furnished by an  independent  pricing  service
Listed  equity  securities  are  valued at the last  sale  price  reported  on a
national  securities  exchange.  Short-term  securities are valued at the prices
provided by an independent pricing service. However,  short-term securities with
remaining maturities of sixty days or less at the time of purchase may be valued
at amortized cost, which approximates fair market value.

REPURCHASE AGREEMENTS-It is the policy of the Fund to require the custodian bank
to take possession, to have legally segregated in the Federal Reserve Book Entry
System,  or to have segregated within the custodian bank's vault, all securities
held  as  collateral  under  repurchase  agreement  transactions.  Additionally,
procedures have been  established by the Fund to monitor,  on a daily basis, the
market value of each repurchase  agreement's collateral to ensure that the value
of  collateral  at  least  equals  the  repurchase  price to be paid  under  the
repurchase agreement transaction.

The Fund  will  only  enter  into  repurchase  agreements  with  banks and other
recognized financial institutions,  such as broker/dealers,  which are deemed by
the  Fund's  adviser  to be  creditworthy  pursuant  to  the  guidelines  and/or
standards  reviewed or established by the Board of Directors (the  "Directors").
Risks may arise from the  potential  inability  of  counterparties  to honor the
terms of the repurchase agreement. Accordingly, the Fund could receive less than
the repurchase price on the sale of collateral securities.

INVESTMENT INCOME, EXPENSES AND  DISTRIBUTIONS-Interest  income and expenses are
accrued  daily.  Bond premium and  discount,  if  applicable,  are  amortized as
required by the Internal Revenue Code, as amended (the "Code").  Dividend income
and distributions to shareholders are recorded on the ex-dividend date.

Income and capital gain  distributions  are determined in accordance with income
tax regulations which may differ from generally accepted accounting  principles.
These  differences  are  primarily  due to differing  treatments  for paydown of
certain  debt  instruments.  The  following  reclassification  was  made  to the
financial statements.

                 UNDISTRIBUTED NET   ACCUMULATED NET
PAID-IN CAPITAL  INVESTMENT INCOME    REALIZED GAINS

   $114,198         ($25,425)           ($88,773)


FEDERAL  TAXES-It is the Funds' policy to comply with the provisions of the Code
applicable to regulated  investment  companies and to distribute to shareholders
each year  substantially  all of their income.  Accordingly,  no provisions  for
federal tax are necessary.

EQUALIZATION-Effective  November  1,  1997  the  Fund  discontinued  its  use of
equalization.  Equalization is an accounting  practice  whereby a portion of the
proceed of sales and costs of  redemptions of Fund shares is credited or charged
to  undistributed  net investment  income on a per share basis, as determined on
the date of  transaction.  This change in accounting  policy does not effect the
Fund's net assets, net asset value per share, or net investment income.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS-The Fund may engage in when-issued
or delayed delivery transactions. The Fund records when-issued securities on the
trade date and maintains  security  positions such that sufficient liquid assets
will be  available  to make  payment for the  securities  purchased.  Securities
purchased on a when- issued or delayed delivery basis are marked to market daily
and begin earning interest on the settlement date.

RESTRICTED  SECURITIES-Restricted  securities  are  securities  that may only be
resold upon registration under federal securities laws or in transactions exempt
from such registration.  In some cases, the issuer of restricted  securities has
agreed to register such  securities for resale,  at the issuer's  expense either
upon demand by the Fund or in connection with another registered offering of the
securities.  Many restricted securities may be resold in the secondary market in
transactions  exempt  from  registration.  Such  restricted  securities  may  be
determined to be liquid under criteria  established  by the Directors.  The Fund
will not incur any registration  costs upon such resales.  The Fund's restricted
securities are valued at the price  provided by dealers in the secondary  market
or, if no market  prices are  available,  at the fair value as determined by the
Fund's pricing committee.

Additional  information on each restricted  security held at October 31, 1998 is
as follows:

SECURITY                               ACQUISITION DATE   ACQUISITION COST
125 Home Loan Owner Trust                  8/3/1998         $1,249,414
Den Danske Bank                            1/7/1998            524,499
Equitable Life                           10/17/1996            993,878
Israel Electric Corp.                    12/16/1997            770,164
Life Re Capital Trust I                   7/15/1998            768,126
Normandy Finance Ltd.                      7/2/1998            499,720
Reliance Industries Ltd.                  1/10/1997          1,250,000
SMFC Trust Asset-Backed Certificates       2/4/1998            270,651
Swedbank                                   1/7/1998            520,659
Tenaga Nasional Berhad                     3/3/1997            474,927
Tenet Healthcare                           5/8/1998            498,060


USE OF  ESTIMATES-The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the amounts of assets,  liabilities,  expenses and
revenues reported in the financial statements.  Actual results could differ from
those estimated.

OTHER-Investment transactions are accounted for on the trade date.

3. CAPITAL STOCK

At October 31, 1998,  par value  shares  ($0.001 per share)  authorized  were as
follows:

                          NUMBER OF PAR VALUE

CLASS NAME             CAPITAL STOCK AUTHORIZED
Class A Shares               750,000,000
Class B Shares               500,000,000
Class C Shares               500,000,000

         TOTAL             1,750,000,000

Transactions in capital stock were as follows:

<TABLE>
<CAPTION>

YEAR ENDED OCTOBER 31,

1998                              1997
CLASS A SHARES

SHARES            AMOUNT          SHARES            AMOUNT
<S>                                                          <C>

<C>               <C>             <C>

Shares sold                                                   3,542,424
$  67,544,429      2,977,985      $  54,558,231
Shares issued to shareholders in
payment of distributions declared
1,276,278         23,272,273        809,532         14,391,854
Shares redeemed                                              (2,526,870)
(48,035,912)    (2,721,403)       (50,579,473)
Net change resulting from Class A Share transactions          2,291,832
$  42,780,790      1,066,114      $  18,370,612

<CAPTION>

YEAR ENDED OCTOBER 31,

1998                              1997
<S>                                                          <C>
<C>               <C>             <C>

CLASS B SHARES

SHARES            AMOUNT           SHARES           AMOUNT
Shares sold                                                   1,213,089
$  23,170,632        229,204      $   4,445,960
Shares issued to shareholders in payment of distributions
declared
54,776            999,932          4,184             76,944
Shares redeemed
(107,363)        (2,039,916)       (12,259)          (243,127)
Net change resulting from Class B Share transactions          1,160,502
$  22,130,648        221,129      $   4,279,777

<CAPTION>

YEAR ENDED OCTOBER 31,

1998                                1997
CLASS C SHARES

SHARES             AMOUNT          SHARES            AMOUNT
<S>                                                          <C>

<C>               <C>             <C>

Shares sold                                                     520,556
$   9,954,308         56,460      $   1,102,797
Shares issued to shareholders in payment of distributions
declared
12,508            227,564            870             15,913
Shares redeemed
(46,910)          (901,306)        (2,889)           (58,741)
Net change resulting from Class C Share transactions            486,154
$    9,280,566         54,441     $    1,059,969
Net change resulting from share transactions                  3,938,488
$  74,192,004      1,341,684      $  23,710,358

</TABLE>

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE-Federated Management, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
(a) a maximum of 0.55% of the average daily net assets of the Fund, and (b) 4.5%
of the gross income of the Fund, excluding capital gains or losses.

The Adviser may voluntarily  choose to waive any portion of its fee. The Adviser
can  modify  or  terminate  this  voluntary  waiver  at any  time  at  its  sole
discretion.

ADMINISTRATIVE    FEE-Federated   Services   Company   ("FServ"),    under   the
Administrative  Services  Agreement,   provides  the  Fund  with  administrative
personnel and  services.  The fee paid to FServ is based on the level of average
aggregate  daily net assets of all funds  advised by  subsidiaries  of Federated
Investors,  Inc. for the period.  The  administrative  fee  received  during the
period of the  Administrative  Services Agreement shall be at least $125,000 per
portfolio and $30,000 per each additional class of shares.

DISTRIBUTION  SERVICES FEE-The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
reimburse Federated  Securities Corp. ("FSC"), the principal  distributor,  from
the net assets of the Fund to finance activities  intended to result in the sale
of the Fund's  shares.  The Plan provides  that the Fund may incur  distribution
expenses of the average daily net assets of each class as follows.

                           PERCENTAGE OF AVERAGE DAILY

SHARE CLASS NAME               NET ASSETS OF CLASS
Class A Shares                           0.25%
Class B Shares                           0.75%
Class C Shares                           0.75%


For the year ended October 31, 1998, Class A Shares did not incur a distribution
service fee.

SHAREHOLDER  SERVICES  FEE-Under the terms of a Shareholder  Services  Agreement
with Federated  Shareholder  Services ("FSS"), the Fund will pay FSS up to 0.25%
of average  daily net assets of the Fund shares for the period.  The fee paid to
FSS is used  to  finance  certain  services  for  shareholders  and to  maintain
shareholder accounts.

TRANSFER  AND  DIVIDEND  DISBURSING  AGENT  FEES AND  EXPENSES-FServ  serves  as
transfer and dividend  disbursing  agent for the Fund.  The fee paid is based on
the size, type, and number of accounts and transactions made by shareholders.

GENERAL-Certain  of the  Officers  and  Directors  of the Fund are  Officers and
Directors or Trustees of the above companies.

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments,  excluding  short-term  securities,  for the
period ended October 31, 1998, were as follows:

PURCHASES   $154,176,581
SALES       $103,544,116

6. YEAR 2000 (UNAUDITED)

Similar to other financial  organizations,  the Fund could be adversely affected
if the  computer  systems used by the Funds'  service  providers do not properly
process and calculate  date-related  information and data from and after January
1, 2000.  The Funds'  Adviser and  administrator  are taking  measures that they
believe are  reasonably  designed to address the Year 2000 issue with respect to
computer  systems  that  they  use  and to  obtain  reasonable  assurances  that
comparable steps are being taken by each of the Funds' other service  providers.
At this  time,  however,  there can be no  assurance  that  these  steps will be
sufficient to avoid any adverse impact to the Fund.

INDEPENDENT AUDITORS' REPORT

To The Board of Trustees and Shareholders of

FEDERATED STOCK AND BOND FUND, INC.:

We have audited the accompanying statement of assets and liabilities,  including
the  portfolio  of  investments  of  Federated  Stock and Bond Fund,  Inc. as of
October 31, 1998,  the related  statement of operations for the year then ended,
the statements of changes in net assets for the years ended October 31, 1998 and
1997, and the financial  highlights for the periods  presented.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation  of the securities  owned at
October 31, 1998,  by  correspondence  with the  custodian  and  brokers;  where
replies were not received from brokers, we performed other auditing  procedures.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects,  the financial position of Federated Stock and
Bond Fund,  Inc. as of October 31,  1998,  the  results of its  operations,  the
changes in its net assets and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania

December 16, 1998

DIRECTORS

John F. Donahue

Thomas G. Bigley

John T. Conroy, Jr.

William J. Copeland

James E. Dowd, Esq.

Lawrence D. Ellis, M.D.

Edward L. Flaherty, Jr., Esq.

Peter E. Madden

John E. Murray, Jr., J.D., S.J.D.

Wesley W. Posvar

Marjorie P. Smuts

OFFICERS

John F. Donahue
President

J. Christopher Donahue
Executive Vice President

Edward C. Gonzales
Executive Vice President

John W. McGonigle

Executive Vice President, Treasurer, and Secretary

Richard B. Fisher
Vice President

Nicholas J. Seitanakis
Assistant Secretary

Mutual funds are not bank  deposits or  obligations,  are not  guaranteed by any
bank,  and are not insured or  guaranteed  by the U.S.  government,  the Federal
Deposit  Insurance  Corporation,   the  Federal  Reserve  Board,  or  any  other
government  agency.   Investment  in  mutual  funds  involves  investment  risk,
including possible loss of principal.

This report is authorized for  distribution  to prospective  investors only when
preceded or accompanied by the fund's prospectus which contains facts concerning
its objective and policies, management fees, expenses, and other information.

 [Graphic]

 Federated Investors
 Federated Securities Corp. Distributor

 Federated Investors, Inc.
 Federated Investors Tower
 1001 Liberty Avenue
 Pittsburgh, PA 15222-3779

 1-800-341-7400

 WWW.FEDERATEDINVESTORS.COM

Cusip 313911109

Cusip 313911208

Cusip 313911307

G01454-01 (12/98)

[Graphic]

                       FEDERATED STOCK AND BOND FUND, INC.

                                    APPENDIX

A1. The graphic  presentation  here displayed  consists of a boxed legend in the
upper left quadrant  indicating  the  components of the  corresponding  mountain
chart.  The  color  coded  mountain  chart  is a  visual  representation  of the
narrative text above it. The "x" axis reflects computation periods from 12/31/68
to 10/31/98.  The "y" axis is measured in increments of $70,000  ranging from $0
to  $420,000  and  indicates  that  the  ending  value of  hypothetical  initial
investment of $30,000 in the fund's Class A Shares, assuming the reinvestment of
capital gains and dividends, would have grown to $378,993 on10/31/98.

                       FEDERATED STOCK AND BOND FUND, INC

                                    APPENDIX

A2. The graphic  presentation  here displayed  consists of a boxed legend in the
upper left quadrant  indicating  the  components of the  corresponding  mountain
chart.  The  color  coded  mountain  chart  is a  visual  representation  of the
narrative text above it. The "x" axis reflects computation periods from 12/31/68
to 10/31/98.  The "y" axis is measured in increments of $70,000  ranging from $0
to  $420,000  and  indicates  that  the  ending  value  of  hypothetical  yearly
investments of $1,000 in the fund's Class A Shares, assuming the reinvestment of
capital gains and dividends, would have grown to $212,323 on 10/31/98.

                       FEDERATED STOCK AND BOND FUND, INC.

                                    APPENDIX

A3. The graphic  presentation  here displayed  consists of a boxed legend in the
upper left quadrant  indicating  the  components of the  corresponding  mountain
chart.  The  color-coded  mountain  chart  is a  visual  representation  of  the
narrative  text  beneath  it. The "x" axis  reflects  computation  periods  from
10/31/88 to 10/31/98.  The "y" axis is measured in increments of $15,000 ranging
from $0 to $75,000 and indicates that the ending value of a hypothetical initial
investment of $5,000 and subsequent monthly investments of $250 over 10 years in
the fund's Class A Shares would have grown to $68,097 on 10/31/98.

                       FEDERATED STOCK AND BOND FUND, INC

                                    APPENDIX

A4. The graphic  presentation  here displayed  consists of a boxed legend in the
upper left quadrant  indicating  the  components of the  corresponding  mountain
chart.  The  color  coded  mountain  chart  is a  visual  representation  of the
narrative text above it. The "x" axis reflects computation periods from 10/31/88
to 10/31/98.  The "y" axis is measured in increments of $20,000  ranging from $0
to  $140,000  and  indicates  that  the  ending  value of  hypothetical  initial
investment of $25,000 in the fund's Class A Shares, assuming the reinvestment of
capital gains and dividends, would have grown to $72,583 on 10/31/98.

                       FEDERATED STOCK AND BOND FUND, INC.

                                    APPENDIX

A5. The graphic  presentation  here displayed  consists of a boxed legend in the
upper left quadrant  indicating  the  components of the  corresponding  mountain
chart.  The  color  coded  mountain  chart  is a  visual  representation  of the
narrative text above it. The "x" axis reflects  computation periods from 8/30/96
to 10/31/98. The "y" axis is measured in increments of $8,000 ranging from $0 to
$48,000 and indicates that the ending value of hypothetical  initial  investment
of $25,000 in the fund's Class B Shares,  assuming the  reinvestment  of capital
gains and dividends, would have grown to $34,215 on 10/31/98.



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