LIBERTY EQUITY INCOME FUND INC
497, 1994-09-30
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LIBERTY EQUITY INCOME FUND, INC.
Class A Shares
- --------------------------------------------------------------------------------

  SUPPLEMENT TO PROSPECTUS DATED MAY 31, 1994

  1. On the cover page of the prospectus, please delete the first sentence of
     the fourth paragraph and insert the following:

     "The Fund has also filed a Combined Statement of Additional Information
     for Class A Shares, Class B Shares, Class C Shares, and Fortress Shares
     dated September 27, 1994, with the Securities and Exchange Commission."

  2. On page 1 of the prospectus, please delete the "SUMMARY OF FUND
     EXPENSES--CLASS A SHARES" and replace it with the following:

    SUMMARY OF FUND EXPENSES--CLASS A SHARES
    -------------------------------------------------------------------------

<TABLE>
<S>                                                                <C>   <C>
                        SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)..........................       5.50%
    Maximum Sales Load Imposed on Reinvested Dividends
     (as a percentage of offering price)..........................        None
    Contingent Deferred Sales Charge (as a percentage of original
    purchase  price or redemption proceeds as applicable) (1).....        0.00%
    Redemption Fee (as a percentage of amount redeemed, if appli-
    cable)........................................................        None
    Exchange Fee..................................................        None

                    ANNUAL CLASS A SHARES OPERATING EXPENSES
                     (As a percentage of average net assets)
    Management Fee (after waiver) (2).............................        0.00%
    12b-1 Fee (3).................................................        0.00%
    Total Other Expenses (after expense reimbursement)............        1.00%
      Shareholder Services Fee (4)................................ 0.21%
        Total Class A Shares Operating Expenses (5)...............        1.00%
</TABLE>


    (1) Shareholders who purchased Shares with the proceeds of a redemption
        of shares of a mutual fund sold with a sales charge and not
        distributed by Federated Securities Corp. prior to June 1, 1994,
        will be charged a contingent deferred sales charge by the Fund's
        distributor of .50 of 1% for redemptions made within one year of
        purchase. See "Contingent Deferred Sales Charge."

    (2) The management fee has been reduced to reflect the voluntary waiver
        of the management fee. The adviser can terminate this voluntary
        waiver at any time at its sole discretion. The maximum management
        fee is 0.60%.

    (3) The Class A Shares have no present intention of paying or accruing
        the 12b-1 fee during the fiscal year ending March 31, 1995. If the
        Class A Shares were paying or accruing the 12b-1 fee, the Class would
        be able to pay up to 0.50% of its average daily net assets for the
        12b-1 fee. See "Fund Information."

    (4) The maximum shareholder services fee is 0.25%.

    (5) The total Class A Shares operating expenses would have been 1.89%
        absent the voluntary waiver of the management fee and the voluntary
        reimbursement of certain other operating expenses.

      THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING
    THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS A SHARES OF
    THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE
    DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN CLASS
    A SHARES" AND "FUND INFORMATION." Wire-transferred redemptions of less
    than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
    EXAMPLE                                     1 year 3 years 5 years 10 years
    -------                                     ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
    You would pay the following expenses on a
    $1,000 investment, assuming (1) 5% annual
    return and
    (2) redemption at the end of each time
    period.....................................  $70     $85    $107     $171
    You would pay the following expenses on the
    same investment assuming no redemption.....  $65     $85    $107     $171
</TABLE>

      THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
    FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
    SHOWN.

      The information set forth in the foregoing table and example relates
    only to Class A Shares of the Fund. The Fund also offers three
    additional classes of shares, Class B Shares, Class C Shares and
    Fortress Shares. Class A Shares, Class B Shares, Class C Shares and
    Fortress Shares are subject to certain of the same expenses. However,
    Class B Shares are subject to a 12b-1 fee of up to 0.75% and a maximum
    contingent deferred sales charge of 5.50%, but are not subject to a
    sales load. Class C Shares are subject to a 12b-1 fee of 0.75% and a
    maximum contingent deferred sales charge of 1.00%, but are not subject
    to a sales load. Fortress Shares are subject to a 12b-1 fee of 0.25%, a
    contingent deferred sales charge of 1.00% and a maximum sales load of
    1.00%. See "Other Classes of Shares."

  3. On page 3 of the prospectus, please delete the next to last sentence of
     the first paragraph under the section entitled "GENERAL INFORMATION" and
     replace it with the following:

     "With respect to the Fund, as of the date of this prospectus, the Board
     of Directors (the "Directors") has established four classes of shares
     known as Class A Shares, Class B Shares, Class C Shares, and Fortress
     Shares."

  4. On page 11 of the prospectus, please delete the next to last sentence of
     the first paragraph under the section entitled "NET ASSET VALUE" and
     replace it with the following:

     "The net asset value for Class A Shares may differ from that of Class B
     Shares, Class C Shares, and Fortress Shares due to the variance in daily
     net income realized by each class."



  5. Please delete the table in the section entitled "WHAT SHARES COST" on
     page 12 and insert the following table in its place:

<TABLE>
<CAPTION>
                      SALES LOAD AS      SALES LOAD AS A    DEALER CONCESSION
    AMOUNT OF        A PERCENTAGE OF    PERCENTAGE OF NET  AS A PERCENTAGE OF
    TRANSACTION   PUBLIC OFFERING PRICE  AMOUNT INVESTED  PUBLIC OFFERING PRICE
    -----------   --------------------- ----------------- ---------------------
<S>               <C>                   <C>               <C>
    Less than
    $50,000               5.50%               5.82%               5.00%
    $50,000 but
     less than
     $100,000             4.50%               4.71%               4.00%
    $100,000 but
     less than
     $250,000             3.75%               3.90%               3.25%
    $250,000 but
     less than
     $500,000             2.50%               2.56%               2.25%
    $500,000 but
     less than
     $1,000,000           2.00%               2.04%               1.80%
    $1,000,000 or
     greater              0.00%               0.00%               0.25%*
</TABLE>

                            *See sub-section entitled "DEALER CONCESSION" below.

  6. On page 13 of the prospectus, please delete the first three sentences
     under the subheading entitled "DEALER CONCESSION" and insert the
     following as the first sentence:

     "In addition to the dealer concession as noted in the table above, the
     distributor may offer to pay dealers up to 100% of the sales load
     retained by it."

  7. Please delete the first two paragraphs of the subsection entitled
     "LETTER OF INTENT" on page 14 and insert the following:

     "If a shareholder intends to purchase at least $50,000 of shares in the
     Funds in the Liberty Family of Funds over the next 13 months, the sales
     load may be reduced by signing a letter of intent to that effect. This
     letter of intent includes a provision for a sales load adjustment
     depending on the amount actually purchased within the 13-month period
     and a provision for the custodian to hold 5.50% of the total amount
     intended to be purchased in escrow (in shares) until such purchase is
     completed.

     The 5.50% held in escrow will be applied to the shareholder's account at
     the end of the 13-month period unless the amount specified in the letter
     of intent is not purchased. In this event, an appropriate number of
     escrowed shares may be redeemed in order to realize the difference in
     the sales load."

  8. Please delete the second sentence of the first paragraph in the sub-
     section entitled "CONCURRENT PURCHASES" on page 14 and replace it with
     the following:

     "For example, if a shareholder concurrently invested $30,000 in one of
     the other Liberty Funds with a sales load, and $20,000 in this Fund, the
     sales load would be reduced."

  9. On page 27 of the prospectus, please delete the fifth and sixth
     paragraphs under the section entitled "PERFORMANCE INFORMATION" and
     replace it with the following:

     "Total return and yield will be calculated separately for Class A Shares,
     Class B Shares, Class C Shares and Fortress Shares. Because Fortress
     Shares and Class A Shares may be subject to lower 12b-1 fees, the yield
     for Fortress Shares and Class A Shares, for the same period, may exceed
     that of Class B Shares and Class C Shares. Because Class A Shares are
     subject to a higher maximum sales load, the total return for Class B
     Shares, Class C Shares, and Fortress Shares, for the same period, may
     exceed that of Class A Shares. Depending on the dollar amount invested
     and the time period for which any class of shares is held, the total
     return for any particular class may exceed that of another.

     From time to time the Fund may advertise the performance of Class A
     Shares, Class B Shares, Class C Shares, and Fortress Shares using certain
     financial publications and/or compare the performance of Class A Shares,
     Class B Shares, Class C Shares, and Fortress Shares to certain indexes."

 10. On page 27 of the prospectus, please delete the first sentence of the
     first paragraph under the section entitled "OTHER CLASSES OF SHARES" and
     insert the following information as the first paragraph:

     "Class B Shares are sold primarily to customers of financial
     institutions, subject to a maximum contingent deferred sales charge of
     5.50%. The Fund has also adopted a Rule 12b-1 plan whereby the
     distributor is paid a fee of up to .75 of 1% and a Shareholder Services
     fee of up to .25 of 1% of the Class B Shares' average daily net assets
     with respect to Class B Shares. Investments in Class B Shares are subject
     to a minimum initial investment of $1,500, unless the investment is in a
     retirement account, in which case the minimum investment is $50."

     In addition, on page 28 of the prospectus, please delete the third
     paragraph of the same section and replace it with the following:

     "The amount of dividends payable to Class A Shares will generally exceed
     that of Class B Shares, Class C Shares, and Fortress Shares by the
     difference between Class Expenses and distribution and shareholder
     service expenses borne by shares of each respective class."

                                                              September 30, 1994



[LOGO] FEDERATED SECURITIES CORP.
       -----------------------------------------------------------------------
       Distributor

       530461102
       G00671-11 (9/94)


INTERNATIONAL EQUITY FUND
Class C Shares
LIBERTY EQUITY INCOME FUND, INC.
Class C Shares, Fortress Shares
LIBERTY UTILITY FUND, INC.
Class C Shares
Supplement to Prospectuses dated March 29, 1994, May 31, 1994
and April 30, 1994, respectively.
1.   Effective September 27, 1994, International Equity Fund,
     Liberty Equity Income Fund, Inc., and Liberty Utility Fund,
     Inc. are offered in Class B Shares.
2.   On the cover page of Liberty Equity Income Fund, Inc. -
     Class C Shares and Liberty Equity Income Fund, Inc. -
     Fortress Shares, please delete the first sentence of the
     fourth paragraph and insert the following:
     "The Fund has also filed a Combined Statement of Additional
     Information for Class C Shares, Class B Shares, Class A
     Shares, and Fortress Shares dated September 27, 1994, with
     the Securities and Exchange Commission."
3.   On the cover page of Liberty Utility Fund, Inc. - Class C
     Shares and International Equity Fund - Class C Shares,
     please delete the first sentence of the fifth paragraph and
     insert the following:
     "The Fund has also filed a Combined Statement of Additional
     Information for Class C Shares, Class B Shares, and Class A
     Shares, dated September 27, 1994, with the Securities and
     Exchange Commission."
4.For International Equity Fund - Class C Shares and Liberty
     Utility Fund, Inc. - Class C Shares, please delete the last
     paragraph of the "Summary of Fund Expenses" and replace it
     with the following information:
"The information set forth in the foregoing table and example
     relates only to Class C Shares of the Fund.  The Fund also
     offers Class A Shares and Class B Shares.  Class A Shares,
     Class B Shares, and Class C Shares are subject to certain
     of the same expenses; however, Class A Shares are subject
     to a maximum sales load of 5.50%, but are not subject to a
     12b-1 fee or a contingent deferred sales charge. Class B
     Shares are subject to a 12b-1 fee of up to 0.75% and a
     maximum contingent deferred sales charge of 5.50% but are
     not subject to a sales load.  See "Other Classes of
     Shares.""
5.For Liberty Equity Income Fund, Inc. - Class C Shares, please
     delete the last paragraph of the "Summary of Fund Expenses"
     and replace it with the following information:
"The information set forth in the foregoing table and example
     relates only to Class C Shares of the Fund.  The Fund also
     offers three additional classes of shares called Class A
     Shares, Class B Shares, and Fortress Shares.  Class A
     Shares, Class B Shares, Class C Shares, and Fortress Shares
     are all subject to certain of the same expenses; however,
     Class A Shares are subject to a maximum sales load of 5.50%
     and may be subject to a 12b-1 fee of up to 0.50% but are
     not subject to a contingent deferred sales charge.  Class B
     Shares are subject to a 12b-1 fee of up to 0.75% and a
     contingent deferred sales charge of 5.50% but are not
     subject to a sales load.  Fortress Shares are subject to a
     12b-1 fee of 0.25%, a contingent deferred sales charge of
     1.00%, and a maximum sales load of 1.00%.   See "Other
     Classes of Shares.""
6.For Liberty Equity Income Fund, Inc. - Fortress Shares, please
     delete the last paragraph of the "Summary of Fund Expenses"
     and replace it with the following information:
"The information set forth in the foregoing table and example
     relates only to Fortress Shares of the Fund.  The Fund also
     offers three additional classes of shares called Class A
     Shares, Class B Shares, and Class C Shares.  Class A
     Shares, Class B Shares, Class C Shares, and Fortress Shares
     are all subject to certain of the same expenses; however,
     Class A Shares are subject to a maximum sales load of 5.50%
     and may be subject to a 12b-1 fee of up to 0.50% but are
     not subject to a contingent deferred sales charge.  Class B
     Shares are subject to a 12b-1 fee of up to 0.75% and a
     contingent deferred sales charge of 5.50% but are not
     subject to a sales load.  Class C Shares are subject to a
     12b-1 fee of 0.75% and a contingent deferred sales charge
     of 1.00%, but are not subject to a sales load.   See "Other
     Classes of Shares.""
7.   On page 3 of  International Equity Fund - Class C Shares
     and Liberty Utility Fund, Inc. - Class C Shares, please
     delete the next to last sentence of the first paragraph
     under the section entitled "General Information" and
     replace it with the following:
     "With respect to the Fund, as of the date of this
     prospectus, the Board of Directors (the "Directors") has
     established three classes of shares, known as Class A
     Shares, Class B Shares, and Class C Shares."
8.   On page 3 of Liberty Equity Income Fund, Inc. - Class C
     Shares and Liberty Equity Income Fund, Inc. - Fortress
     Shares, please delete the next to last sentence of the
     first paragraph under the section entitled "General
     Information" and replace it with the following:
     "With respect to the Fund, as of the date of this
     prospectus, the Board of Directors (the "Directors") has
     established four classes of shares, known as Class A
     Shares, Class B Shares, Class C Shares, and Fortress
     Shares."
9.   On page 8 of Liberty Utility Fund, Inc. - Class C Shares
     and page 11 of International Equity Fund - Class C Shares,
     please delete the next to last sentence of the first
     paragraph under the section entitled "Net Asset Value" and
     replace it with the following:
     "The net asset value for Class A Shares may differ from
     that of Class B Shares and Class C Shares due to the
     variance in daily net income realized by each class."
10.  On page 10 of Liberty Equity Income Fund, Inc. - Class C
     Shares and Liberty Equity Income Fund, Inc. - Fortress
     Shares, please delete the next to last sentence of the
     first paragraph under the section entitled "Net Asset
     Value" and replace it with the following:
     "The net asset value for Class A Shares may differ from
     that of Class B Shares, Class C Shares, and Fortress Shares
     due to the variance in daily net income realized by each
     class."
11.  On page 16 of Liberty Utility Fund, Inc. - Class C Shares,
     please delete the first sentence of the third paragraph
     under the subheading entitled "Distribution and Shareholder
     Services Plans" and insert the following information:
     "In addition, the Fund has adopted a Shareholder Services
     Plan (the "Services Plan") with respect to Class C Shares
     under which it may make payments up to 0.25% of 1% of the
     average daily net asset value for each respective class of
     shares to obtain certain personal services for shareholders
     and for the maintenance of shareholder accounts
     ("shareholder services")."
12.  On page 24 of International Equity Fund - Class C Shares,
     please delete the first sentence under the subheading
     entitled "Shareholder Services Plans" and insert the
     following information:
     "The Fund has adopted a Shareholder Services Plan (the
     "Services Plan") with respect to Class C Shares."
13.  On page 19 of Liberty Utility Fund, Inc. - Class C Shares,
     please delete the fifth paragraph under the section
     entitled "Performance Information" and replace it with the
     following:
     "Total return and yield will be calculated separately for
     Class A Shares, Class B Shares, and Class C Shares. Because
     Class B Shares and Class C Shares are subject to a Rule 12b-
     1 fee, the yield for Class A Shares, for the same period,
     may exceed that of Class B Shares and Class C Shares.
     Because Class A Shares are subject to a front-end sales
     load, the total return for Class B Shares and Class C
     Shares, for the same period, may exceed that of Class A
     Shares.  Depending on the dollar amount invested and the
     time period for which any class of shares is held, the
     total return for any particular class may exceed that of
     another."
14.  On page 24 of Liberty Equity Income Fund, Inc. - Class C
     Shares and page 25 of Liberty Equity Income Fund, Inc. -
     Fortress Shares, please delete the fifth and sixth
     paragraphs under the section entitled "Performance
     Information" and replace them with the following:
     "Total return and yield will be calculated separately for
     Class A Shares, Class B Shares, Class C Shares, and
     Fortress Shares. Because Fortress Shares and Class A Shares
     may be subject to lower 12b-1 fees, the yield for Fortress
     Shares and Class A Shares, for the same period, may exceed
     that of Class B Shares and Class C Shares.  Because Class A
     Shares are subject to a higher maximum sales load, the
     total return for Class B Shares, Class C Shares, and
     Fortress Shares, for the same period, may exceed that of
     Class A Shares.  Depending on the dollar amount invested
     and the time period for which any class of shares is held,
     the total return for any particular class may exceed that
     of another.
     From time to time the Fund may advertise the performance of Class A 
     Shares, Class B Shares, Class C Shares and Fortress Shares using
     certain financial publications and/or compare the
     performance of Class A Shares, Class B Shares, Class C
     Shares and Fortress Shares to certain indexes."
15.  On page 27 of International Equity Fund - Class C Shares,
     please delete the fourth paragraph under the section
     entitled "Performance Information" and replace it with the
     following:
     "Total return will be calculated separately for Class A
     Shares, Class B Shares, and Class C Shares.  Because Class
     A Shares are subject to a front-end sales load, the total
     return for Class B Shares and Class C Shares, for the same
     period, may exceed that of Class A Shares.  Depending on
     the dollar amount invested and the time period for which
     any class of shares is held, the total return for any
     particular class may exceed that of another."
16.  Please delete the first and second sentences of the first
     paragraph under the section entitled "Other Classes of
     Shares" on page 19 of Liberty Utility Fund, Inc. - Class C
     Shares and page 28 of International Equity Fund - Class C
     Shares and insert the following:
     "Class A Shares offered by the Fund are sold to customers
     of financial institutions subject to a front-end sales load
     of up to 5.50% and certain contingent deferred sales
     charges."
Under the same section, please delete the second paragraph and
     insert the following:
     "Class B Shares are sold primarily to customers of
     financial institutions, subject to a maximum contingent
     deferred sales charge of 5.50%. The Fund has also adopted a
     Rule 12b-1 plan whereby the distributor is paid a fee of up
     to .75 of 1% and a Shareholder Services fee of up to .25 of
     1% of the Class B Shares' average daily net assets with
     respect to Class B Shares.  Investments in Class B Shares
     are subject to a minimum initial investment of $1,500,
     unless the investment is in a retirement account, in which
     case the minimum investment is $50.
     The amount of dividends payable to Class A Shares will
     generally exceed that payable to Class B Shares and Class C
     Shares by the difference between Class Expenses and
     distribution and shareholder service expenses borne by
     shares of each respective class."
17.  Please delete the first and second sentences of the first
     paragraph under the section entitled "Other Classes of
     Shares" on page 24 of Liberty Equity Income Fund, Inc. -
     Class C Shares and page 26 of Liberty Equity Income Fund,
     Inc. - Fortress Shares and insert the following:
     "Class A Shares offered by the Fund are sold to customers
     of financial institutions subject to a front-end sales load
     of up to 5.50% and certain contingent deferred sales
     charges."
     Under the same section, please add the following as the
     second paragraph of Liberty Equity Income Fund, Inc. -
     Class C Shares and as the fifth sentence of Liberty Equity
     Income Fund, Inc. - Fortress Shares:
     "Class B Shares are sold primarily to customers of
     financial institutions, subject to a maximum contingent
     deferred sales charge of 5.50%. The Fund has also adopted a
     Rule 12b-1 plan whereby the distributor is paid a fee of up
     to .75 of 1% and a Shareholder Services fee of up to .25 of
     1% of the Class B Shares' average daily net assets with
     respect to Class B Shares.  Investments in Class B Shares
     are subject to a minimum initial investment of $1,500,
     unless the investment is in a retirement account, in which
     case the minimum investment is $50."
     Under the same section, please delete the third paragraph
     of Liberty Equity Income Fund, Inc. - Class C Shares and
     second paragraph of Liberty Equity Income Fund, Inc. -
     Fortress Shares and insert the following:
     "The amount of dividends payable to Class A Shares will
     generally exceed that of Class B Shares, Class C Shares,
     and Fortress Shares by the difference between Class
     Expenses and distribution and shareholder service expenses
     borne by shares of each respective class."
                                              September 30, 1994


   FEDERATED SECURITIES CORP.

   Distributor
   A subsidiary of Federated
   Investors
   Federated Investors Tower
   Pittsburgh, PA  15222-3779
   46031P407
   530461201
   530461300
   531545200
   G00671-05
   G00671-11
   G00671-12 (9/94)




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