FEDERATED UTILITY FUND INC
485B24E, 1996-04-18
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                                        1933 Act File No.33-13388
                                        1940 Act File No.811-5114

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

  Post-Effective Amendment No.   15    ...........        X

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

  Amendment No.       ............................

                         FEDERATED UTILITY FUND, INC.
                    (formerly, Liberty Utility Fund, Inc.)
              (Exact Name of Registrant as Specified in Charter)

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

                                (412) 288-1900
                       (Registrant's Telephone Number)
            John W. McGonigle, Esquire, Federated Investors Tower,
                     Pittsburgh, Pennsylvania 15222-3779
                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

 X  immediately upon filing pursuant to paragraph (b)
    on                   pursuant to paragraph (b)
       -----------------
    60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

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

 X   filed the Notice required by that Rule on April 15, 1996; or
    intends to file the Notice required by that Rule on or about
              ; or
   -----------
    during the most recent fiscal year did not sell any securities pursuant to
   Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
   Rule 24f-2(b)(2), need not file the Notice.

                                  Copies to:

  Charles H. Morin, Esquire
  Dickstein, Shapiro & Morin, L.L.P.
  2101 L Street, N.W.
  Washington, D.C.  20037



CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


                                      Proposed
Title of                 Proposed     Maximum
Securities   Amount      Maximum      Aggregate    Amount of
Being        Being       Offering Price            Offering Registration
Registered   Registered  Per Unit     Price*       Fee

Shares of    6,834,490    $13.37      $91,377,131  $100.00
common stock
(par value $0.001)

*Registrant has elected to calculate its filing fee in the manner described in
Rule 24e-2 of the Investment Company Act of 1940.  The total amount of
securities redeemed during the previous fiscal year was 13,800,366. The total
amount of redeemed securities used for reductions pursuant to paragraph (a) of
Rule 24e-2 or paragraph (c) of Rule 24f-2 during the current year was
6,965,876.  The amount of redeemed securities being used for reduction of the
registration fee in this Amendment is 6,834,490.



                            CONTENTS OF AMENDMENT

  This Post-Effective Amendment No. 15 to the Registration Statement of
FEDERATED UTILITY FUND, INC. is comprised of the following papers and
documents:

     1.The facing sheet to register a definite
       number of shares of common stock,
       par value $0.001, of FEDERATED UTILITY FUND, INC.;

     2.The legal opinion of counsel for the Registrant, as
       to the legality of shares being offered; and as to
       the eligibility to become effective pursuant to
       Paragraph (b) of Rule 485; and

     3.Signature page.


                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED UTILITY FUND, INC.
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania on the
18th day of April, 1996.

                         FEDERATED UTILITY FUND, INC.

          BY:  /s/ Charles H. Field
              Charles H. Field, Assistant Secretary
             Attorney in Fact for John F. Donahue
             April, 18, 1996

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

By:  /s/ Charles H. Field
    Charles H. Field       Attorney In Fact    April 18, 1996
   Assistant Secretary     For the Persons
                           Listed Below

   NAME                     TITLE
John F. Donahue*           Chairman and Director
                           (Chief Executive Officer)

Richard B. Fisher*         President and Director

David M. Taylor*           Treasurer (Principal Financial and    Accounting
Officer

Thomas G. Bigley*          Director

John T. Conroy, Jr.*       Director

William J. Copeland*       Director

James E. Dowd*             Director

Lawrence D. Ellis, M.D.*   Director

Edward L. Flaherty, Jr.*   Director

Peter E. Madden*           Director

Gregor F. Meyer*           Director

John E. Murray, Jr.*       Director

Wesley W. Posvar*          Director

Marjorie P. Smuts*         Director




   FEDERATED ADMINISTRATIVE
             SERVICES

                                          FEDERATED INVESTORS TOWER
                                          PITTSBURGH, PA 15222-3779
                                          412-288-1900

                                          April 18, 1996



Federated Utility Fund, Inc.
(formerly,  Liberty Utility Fund, Inc.)
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

     You have requested my opinion in conjunction with the registration by
Federated Utility Fund, Inc. (formerly,  Liberty Utility Fund, Inc.) (the
"Corporation") of an additional 6,834,490 shares of its common stock
pursuant to Post-effective Amendment No. 15 to the Corporation's
registration statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 (File No.33-13388). The subject Post-
effective Amendment will be filed pursuant to Paragraph (b) of Rule 485 and
become effective pursuant to said Rule immediately upon filing.

     As counsel I have participated in the preparation and filing of the
Corporation's amended registration statement under the Securities Act of
1933 referred to above. Further, I have examined and am familiar with the
Corporation's Articles of Incorporation dated April 20, 1987 ("Articles of
Incorporation"), its Bylaws and other corporate documents and records
deemed relevant. I have also reviewed questions of law and consulted with
counsel thereon as deemed necessary or appropriate by me for the purpose of
this opinion.

     On the basis of the foregoing, it is my opinion that:
     1.   The Corporation is duly organized and validly existing under the
laws of the State of Maryland.

     2.   The Corporation is authorized to issue 1,000,000,000 shares of
common stock of a par value of $0.001 per share.

     3.   The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly issued
from time to time in accordance with the Articles of Incorporation upon
receipt of consideration sufficient to comply with the Articles of
Incorporation and subject to compliance with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and applicable
state laws regulating the sale of securities. Such Shares, when so issued,
will be fully paid and non-assessable.

     I hereby consent to the filing of this opinion as part of the
Corporation's registration statement referred to above and as a part of any
application or registration statement filed under the securities laws of
the States of the United States.

     The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Maryland, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

                                   Very truly yours,



                                   Charles H. Field


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Federated Utility Fund, Inc.                   
                                Class A Shares                                 
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Feb-29-1996                                    
<PERIOD-END>                    Feb-29-1996                                    
<INVESTMENTS-AT-COST>           840,834,223                                    
<INVESTMENTS-AT-VALUE>          966,118,508                                    
<RECEIVABLES>                   5,753,839                                      
<ASSETS-OTHER>                  6,392                                          
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  971,878,739                                    
<PAYABLE-FOR-SECURITIES>        491,559                                        
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,186,643                                      
<TOTAL-LIABILITIES>             2,678,202                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        816,233,400                                    
<SHARES-COMMON-STOCK>           63,833,024                                     
<SHARES-COMMON-PRIOR>           67,578,481                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          (54,265)                                       
<ACCUMULATED-NET-GAINS>         27,724,936                                     
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        125,296,466                                    
<NET-ASSETS>                    816,686,904                                    
<DIVIDEND-INCOME>               41,672,950                                     
<INTEREST-INCOME>               4,764,698                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  11,014,801                                     
<NET-INVESTMENT-INCOME>         35,422,847                                     
<REALIZED-GAINS-CURRENT>        47,885,694                                     
<APPREC-INCREASE-CURRENT>       88,054,561                                     
<NET-CHANGE-FROM-OPS>           171,363,102                                    
<EQUALIZATION>                  318,431                                        
<DISTRIBUTIONS-OF-INCOME>       31,171,022                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           381,611                                        
<NUMBER-OF-SHARES-SOLD>         5,648,312                                      
<NUMBER-OF-SHARES-REDEEMED>     11,487,559                                     
<SHARES-REINVESTED>             2,093,790                                      
<NET-CHANGE-IN-ASSETS>          149,346,379                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (20,147,738)                                   
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           6,662,590                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 12,314,740                                     
<AVERAGE-NET-ASSETS>            890,179,141                                    
<PER-SHARE-NAV-BEGIN>           10.980                                         
<PER-SHARE-NII>                 0.480                                          
<PER-SHARE-GAIN-APPREC>         1.820                                          
<PER-SHARE-DIVIDEND>            0.490                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             12.790                                         
<EXPENSE-RATIO>                 1.14                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   002                                            
     <NAME>                     Federated Utility Fund, Inc.                   
                                Class B Shares                                 
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Feb-29-1996                                    
<PERIOD-END>                    Feb-29-1996                                    
<INVESTMENTS-AT-COST>           840,834,223                                    
<INVESTMENTS-AT-VALUE>          966,118,508                                    
<RECEIVABLES>                   5,753,839                                      
<ASSETS-OTHER>                  6,392                                          
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  971,878,739                                    
<PAYABLE-FOR-SECURITIES>        491,559                                        
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,186,643                                      
<TOTAL-LIABILITIES>             2,678,202                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        816,233,400                                    
<SHARES-COMMON-STOCK>           6,704,820                                      
<SHARES-COMMON-PRIOR>           1,711,022                                      
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          (54,265)                                       
<ACCUMULATED-NET-GAINS>         27,724,936                                     
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        125,296,466                                    
<NET-ASSETS>                    85,649,893                                     
<DIVIDEND-INCOME>               41,672,950                                     
<INTEREST-INCOME>               4,764,698                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  11,014,801                                     
<NET-INVESTMENT-INCOME>         35,422,847                                     
<REALIZED-GAINS-CURRENT>        47,885,694                                     
<APPREC-INCREASE-CURRENT>       88,054,561                                     
<NET-CHANGE-FROM-OPS>           171,363,102                                    
<EQUALIZATION>                  (318,431)                                      
<DISTRIBUTIONS-OF-INCOME>       1,826,388                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         5,569,457                                      
<NUMBER-OF-SHARES-REDEEMED>     672,672                                        
<SHARES-REINVESTED>             97,013                                         
<NET-CHANGE-IN-ASSETS>          149,346,379                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (20,147,738)                                   
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           6,662,590                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 12,314,740                                     
<AVERAGE-NET-ASSETS>            890,179,141                                    
<PER-SHARE-NAV-BEGIN>           10.980                                         
<PER-SHARE-NII>                 0.430                                          
<PER-SHARE-GAIN-APPREC>         1.770                                          
<PER-SHARE-DIVIDEND>            0.410                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             12.770                                         
<EXPENSE-RATIO>                 1.90                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   003                                            
     <NAME>                     Federated Utility Fund, Inc.                   
                                Class C Shares                                 
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Feb-29-1996                                    
<PERIOD-END>                    Feb-29-1996                                    
<INVESTMENTS-AT-COST>           840,834,223                                    
<INVESTMENTS-AT-VALUE>          966,118,508                                    
<RECEIVABLES>                   5,753,839                                      
<ASSETS-OTHER>                  6,392                                          
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  971,878,739                                    
<PAYABLE-FOR-SECURITIES>        491,559                                        
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,186,643                                      
<TOTAL-LIABILITIES>             2,678,202                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        816,233,400                                    
<SHARES-COMMON-STOCK>           5,234,071                                      
<SHARES-COMMON-PRIOR>           5,357,620                                      
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          (54,265)                                       
<ACCUMULATED-NET-GAINS>         27,724,936                                     
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        125,296,466                                    
<NET-ASSETS>                    66,863,740                                     
<DIVIDEND-INCOME>               41,672,950                                     
<INTEREST-INCOME>               4,764,698                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  11,014,801                                     
<NET-INVESTMENT-INCOME>         35,422,847                                     
<REALIZED-GAINS-CURRENT>        47,885,694                                     
<APPREC-INCREASE-CURRENT>       88,054,561                                     
<NET-CHANGE-FROM-OPS>           171,363,102                                    
<EQUALIZATION>                  (318,431)                                      
<DISTRIBUTIONS-OF-INCOME>       2,080,469                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           30,642                                         
<NUMBER-OF-SHARES-SOLD>         1,400,958                                      
<NUMBER-OF-SHARES-REDEEMED>     1,640,135                                      
<SHARES-REINVESTED>             115,628                                        
<NET-CHANGE-IN-ASSETS>          149,346,379                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (20,147,738)                                   
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           6,662,590                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 12,314,740                                     
<AVERAGE-NET-ASSETS>            890,179,141                                    
<PER-SHARE-NAV-BEGIN>           10.980                                         
<PER-SHARE-NII>                 0.390                                          
<PER-SHARE-GAIN-APPREC>         1.800                                          
<PER-SHARE-DIVIDEND>            0.400                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             12.770                                         
<EXPENSE-RATIO>                 1.87                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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