FEDERATED STOCK & BOND FUND INC /MD/
NSAR-A, EX-99, 2000-06-26
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Form NSAR Exhibit 77Q

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
C. Grant Anderson		        	  J. Christopher Donahue
Assistant Secretary		        Executive Vice President





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