24F-2NT

                               Rule 24f-2 Notice

                          AMERICAN LEADERS FUND, INC.

                                  (Fund Name)


                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                              1933 Act No. 2-29786


  (i)   fiscal period for which notice is filed March 31, 1994

 (ii)   The number or amount of securities of the
        same class or series, if any, which had
        been registered under the Securities Act
        of 1933, other than pursuant to Rule 24f-2
        but which remained unsold at April 1, 1993,
        the beginning of the Registrant's fiscal
        period                                            1,532,882

(iii)   The number or amount of securities, if
        any, registered during the fiscal period
        of this notice other than pursuant to
        Rule 24f-2                                        2,271,507    3,804,389

  (iv)  The number or amount of securities
        sold during the fiscal period of this
        notice                                                         6,022,148

   (v)  The number or amount of securities sold
        during the fiscal period of this notice
        in reliance upon registration pursuant
        to Rule 24f-2 (see attached Computation
        of Fee)                                                        2,217,759



     WITNESS the due execution hereof this 16th day of May, 1994.



                                        By: /s/Charles H. Field
                                            Charles H. Field
                                            Assistant Secretary

                               COMPUTATION OF FEE


1. Actual aggregate sale price of Registrant's
   securities sold pursuant to Rule 24f-2 during
   the fiscal period for which the 24f-2 notice
   is filed (see Section v)................................... $34,054,688

2. Reduced by the difference between:

   (a)  actual aggregate redemption price
        of such securities redeemed by the
        issuer during the fiscal period for
        which the 24f-2 notice is filed........ $42,031,672

   (b)  actual aggregate redemption price
        of such redeemed securities
        previously applied by the issuer
        pursuant to Section 24e(2)(a) for
        the fiscal period for which the
        24f-2 notice is filed..................      0          42,031,672


Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based......................................................... $ (7,976,984)



     FEE SUBMITTED (1/29 of 1% of Total amount)............... $      0



                        CONVERSION OF NET REDEMPTIONS ON
                          RULE 24f-2 NOTICE TO FILING
                                UNDER RULE 24e-2


When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:


Total redemptions (per annual report)                    2,793,208
Less:  Line (v) - Rule 24f-2 Notice                      2,217,759
Shares available to register under
     Rule 24e-2                                            575,449    (a)

Fund's Current Offering Price                         $     15.50     (b)

Multiply:  Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price                      $  8,919,460

EX-99.OPINIONLETTER

                            HOUSTON, HOUSTON & DONNELLY
                            ATTORNEYS AT LAW
                                      2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON        PITTSBURGH, PA.  15222 
FRED CHALMERS HOUSTON, JR.            __________
THOMAS J. DONNELLY
JOHN F. MECK                (412) 471-5828            FRED CHALMERS HOUSTON
                          FAX (412) 471-0736             (1914 - 1971)
         

MARIO SANTILLI, JR.
THEODORE M. HAMMER

                          May 16, 1994
                                     
                                     
                                     
American Leaders Fund, Inc.
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

 You have  requested our opinion  for use  in conjunction with  a 
Rule 24f-2 Notice for American Leaders Fund, Inc. ("Fund") to be 
filed in respect of shares of  the Fund ("Shares") sold for the  
fiscal year  ended  March  31,  1994,  pursuant  to  the Fund's  
registration statement filed  with the  Securities and Exchange  
Commission ("SEC")  under  the  Securities  Act  of  1933 (File  
No. 2-29786) ("Registration Statement").

 In  its Registration  Statement,  the Fund  elected to  register  
an indefinite number of Shares pursuant to the provisions of SEC 
Rule 24f-2.

 We  have  reviewed the  amended  Registration  Statement of  the  
Fund and such other  documents and records  deemed relevant. On  
the basis of the  foregoing, it is our  opinion that the Shares  
sold for the fiscal year ended  March 31, 1994, registration of  
which the  Rule 24f-2  Notice  makes definite  in  number, were  
legally issued, fully paid and non-assessable.

 We consent  to your  filing this  opinion as an  Exhibit to  the 
Rule 24f-2 Notice referred to above, the Registration Statement  
of the Fund  and to  any application  or registration statement  
filed under the  Securities Laws  of any  of the States  of the  
United States.

                                   Very truly yours,

                                   Houston, Houston & Donnelly



                                   By:  Thomas J. Donnelly

TJD:heh