EXHIBIT (A) (III) UNDER FORM N-1A
EXHIBIT 3(I) UNDER ITEM 601/ REG. S-K
FEDERATED STOCK AND BOND FUND, INC.
ARTICLES OF AMENDMENT
FEDERATED STOCK AND BOND FUND, INC., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The charter of the Corporation is amended by inserting, at the end
of Article NINTH, new paragraph (k), to read:
"(k) To the extent permitted under Maryland law, without the vote of the
shares of any class of stock of the Corporation then outstanding,
the Corporation may, upon approval of a majority of the Board of
Directors, sell and convert into money all the assets of any class
or series of the Corporation. Upon making provision for the payment
of all outstanding obligations, taxes and other liabilities, accrued
or contingent, belonging to the Corporation, or any class or series
thereof, the Directors shall distribute the remaining assets of the
Corporation ratably among the holders of the outstanding shares of
the Corporation, or any affected class or series thereof."
SECOND: The foregoing amendment to the charter of the Corporation was
approved by the Board of Directors of the Corporation; and has been duly
approved by the shareholders of the Corporation at a special meeting of the
shareholders held on March 26, 1999.
IN WITNESS WHEREOF, Federated Stock and Bond Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf as of January
13, 2000, by its duly authorized officers, who acknowledge that these Articles
of Amendment are the act of the Corporation, that to the best of their
knowledge, information and belief, all matters and facts set fourth therein
relating to the authorization and approval of these Articles are true in all
material respects, and that this statement is made under the penalties of
perjury.
WITNESS: FEDERATED STOCK AND
BOND FUND, INC.
/S/ C. GRANT ANDERSON By: /S/ J. CHRISTOPHER DONAHUE
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C. Grant Anderson J. Christopher Donahue
Assistant Secretary Executive Vice President
