EX-99.77Q1 OTHR EXHB

INDEPENDENT AUDITORS' CONSENT


We consent to the use in this Post-Effective
Amendment No. 73 to Registration Statement No.
 2-29786 on Form N-1A of our report dated May
14, 2004 relating to the financial statements of
Federated American Leaders Fund, Inc. for the
year ended March 31, 2004, and to the reference
to us under the headings "Financial Highlights"
in the Prospectus and "Independent Auditors" in
the Statement of Additional Information, which
are part of such Registration Statement.

DELOITTE & TOUCHE LLP

Boston, Massachusetts,
May 28, 2004

EX-99.2G ADVSR CONTR

ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated American Leaders Fund, Inc.
         THIS ASSIGNMENT is entered into as of January 1, 2004
by and between FEDERATED INVESTMENT MANAGEMENT COMPANY,
a Delaware statutory trust ("FIMC"), and FEDERATED
EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware statutory trust
("FEMCOPA").
         WHEREAS, FIMC, then known as Federated Advisors,
entered into an Investment Advisory Contract dated as of August 1,
1989 and an amendment thereto dated as of June 1, 2001 (collectively, the
"Contract") with Federated American Leaders Fund, Inc. (the "Fund"),
formerly known as American
Leaders Fund, Inc.;
         WHEREAS, FIMC desires to assign its rights,
duties and responsibilities under the Contract to
FEMCOPA, and FEMCOPA desires to accept such assignment
from FIMC; and  WHEREAS, the Board of Directors of the
Fund has approved the assignment of the Contract from
FIMC to FEMCOPA;
         KNOW ALL MEN BY THESE PRESENTS THAT:
         In consideration of the sum of One Dollar
($1.00) and other good and valuable consideration,
receipt of which is hereby acknowledged, FIMC does
hereby assign all of its rights, duties and
responsibilities under the Contract described above
to FEMCOPA, and FEMCOPA does hereby accept
such assignment.
         IN WITNESS WHEREOF, the parties hereto
have caused this Assignment to be executed by their
authorized representatives as of the date first
hereinabove set forth.
FEDERATED INVESTMENT		FEDERATED EQUITY MANAGEMENT
MANAGEMENT COMPANY		COMPANY OF PENNSYLVANIA

By:  /s/ G. Andrew Bonnewell		By:  /s/ Keith M. Schappert
Name:  G. Andrew Bonnewell		Name:  Keith M. Schappert
Title:    Vice President		Title:    President

EX-99.77Q1 OTHR EXHB

FEDERATED AMERICAN LEADERS FUND, INC.

ARTICLES SUPPLEMENTARY

	Federated American Leaders Fund, Inc.,
a Maryland corporation having its
principal office in the state of Maryland in
Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State
Department of Assessments and Taxation of
Maryland that:

	FIRST:  	The Corporation is
authorized to issue 500,000,000 shares of
common stock, par value $.20 per share, with
an aggregate par value of $100,000,000.
These Articles Supplementary do not increase
the total authorized capital stock of the
Corporation or the aggregate par value thereof.

	SECOND:	The Board of Directors of the
Corporation hereby reclassifies (i)
25,000,000 shares of the authorized but previously
unissued shares of Federated American Leaders Fund, Inc.
Class A, (ii) 25,000,000 of the authorized but previously
unissued shares of Federated American Leaders Fund, Inc.
Class B, (iii) 25,000,000 of the authorized but previously
unissued shares of Federated American Leaders Fund, Inc.
Class C, and (iv) 25,000,000 of the authorized but previously
 unissued shares of Federated American Leaders Fund, Inc.
 Class F, as follows:

	Class	Number of Shares

Federated American Leaders Fund, Inc. Class K	100,000,000

	THIRD:  	Following the aforesaid
reclassification of shares, the Corporation
will have the following authorized capital:


	Class	Number of Shares

Federated American Leaders Fund, Inc. Class A	100,000,000

Federated American Leaders Fund, Inc. Class B	100,000,000

Federated American Leaders Fund, Inc. Class C	100,000,000

Federated American Leaders Fund, Inc. Class F	100,000,000

Federated American Leaders Fund, Inc. Class K	100,000,000


	FOURTH:	The shares of common stock of the Corporation
reclassified hereby shall be subject to all of the provisions
of the Corporation's Charter relating to shares of
stock of the Corporation generally and shall have the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications,
and terms and conditions of redemption set forth in Article
FIFTH, paragraph (b) of the Articles of Incorporation of the
Corporation, as amended, and as set forth below:

	At such times as may be determined by the Board
of Directors (or with the authorization of the Board of Directors,
 by the Officers of the Corporation) in accordance with the
Investment Company Act of 1940, as amended, applicable rules
and regulations thereunder, and applicable rules and regulations
 of the National Association of Securities Dealers, Inc., and
reflected in the pertinent registration statement of the Corporation,
Federated American Leaders Fund, Inc. Class B Shares may be
automatically converted into Federated American Leaders Fund,
Inc. Class A Shares based on the relative net asset values of such
 classes at the time of the conversion, subject, however, to any
conditions of conversion that may be imposed by the Board of
 Directors (or with the authorization of the Board of Directors,
by the Officers of the Corporation) and reflected
in the pertinent registration statement of the
Corporation as aforesaid.

        FIFTH:  	The stock has been classified
and reclassified by the Board of Directors under the authority
contained in the Charter of the Corporation.

        SIXTH:  	These Articles Supplementary
 will become effective immediately upon filing with the State
Department of Assessments and Taxation of Maryland.

	IN WITNESS WHEREOF, Federated American Leaders Fund, Inc.
 has caused these presents to be signed in its name and on its behalf
 by its President and Assistant Secretary on February 20, 2004.
 The undersigned President and Assistant Secretary acknowledge
that these Articles Supplementary are the act of the Corporation,
that to the best of their knowledge, information and belief, all
matters and facts set forth herein relating to the authorization
and approval of these Articles of Supplementary are true in
all material respects and that this statement is made under
the penalties of perjury.


WITNESS	FEDERATED AMERICAN
	LEADERS FUND, INC.


/s/ Todd Zerega		/s/ John W. McGonigle
/s/ Todd Zerega	/s/ John W. McGonigle
Assistant Secretary	Secretary

EX-99.77B ACCT LTTR

        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and the Shareholders of
Federated American Leaders Fund, Inc.:

In planning and performing our audit of the financial
statements of Federated American Leaders
Fund, Inc. (the "Fund") for the year ended March 31,
2004 (on which we have issued our report
dated May 14, 2004), we considered its internal
control, including control activities for
safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-SAR, and not to provide
assurance on the Fund's internal control.

The management of the Fund is responsible for
establishing and maintaining internal control.  In
fulfilling this responsibility, estimates and judgments
by management are required to assess the
expected benefits and related costs of controls.
Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented
in conformity with accounting principles generally accepted
in the United States of America.  Those controls include
the safeguarding of assets against unauthorized acquisition,
use, or disposition.

Because of inherent limitations in any internal
control, error or fraud may occur and not be
detected.  Also, projections of any evaluation
of internal control to future periods are subject to
the risk that the internal control may become inadequate
because of changes in conditions or that
the effectiveness of the design and operation may deteriorate.

Our consideration of the Fund's internal control would not
necessarily disclose all matters in internal control that
might be material weaknesses under standards established by
the American Institute of Certified Public Accountants.
 A material weakness is a condition in which the design
or operation of one or more of the internal control
components does not reduce to a relatively low level the risk
that misstatements due to error or fraud in amounts that would
be material in relation to the financial statements being audited
may occur and not be detected within a timely period by employees
in the normal course of performing their assigned functions.
However, we noted no matters involving the Fund's internal
control and its operation, including controls for
safeguarding securities, that we consider to be material
weaknesses as defined above as of March
31, 2004.

This report is intended solely for the information and use
of management, the Board of Directors and the Shareholders of
Federated American Leaders Fund, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone
 other than these specified parties.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
        May 14, 2004

EX-99.77E LEGAL

SUB-ITEM 77E:  LEGAL PROCEEDINGS
Like many other mutual fund companies, in September 2003,
Federated Investors, Inc., the parent company of the Federated
funds' advisers and distributor (collectively, "Federated"),
received detailed requests for information on shareholder trading
activities in the Federated funds ("Funds") from the
Securities and Exchange Commission, the New York
State Attorney General, and the National Association of Securities Dealers.
Since that time, Federated has received additional inquiries from
regulatory authorities on these and related matters, and more such
inquiries may be received in the future. As a result of these
inquiries, Federated and the Funds have conducted an internal
investigation of the matters raised, which revealed instances
in which a few investors were granted exceptions to Federated's
internal procedures for limiting frequent transactions and that
one of these investors made an additional investment in another
Federated fund.  The investigation has also identified inadequate
procedures which permitted a limited number of investors
(including several employees) to engage in undetected frequent
trading activities and/or the placement and acceptance of
orders to purchase shares of fluctuating net asset
value funds after the funds' closing times.  Federated
has issued a series of press releases describing these
matters in greater detail and emphasizing that it is committed
to compensating the Funds for any detrimental impact these
transactions may have had on them.  In that regard,
on February 3, 2004, Federated and the independent directors
of the Funds announced the establishment by Federated of a
restoration fund that is intended to cover any such detrimental
impact.  The press releases and related communications are
available in the "About Us" section of Federated's website
www.federatedinvestors.com, and any future press releases on
this subject will also be posted there.Shortly after Federated's
first public announcement concerning the foregoing matters, and
notwithstanding Federated's commitment to taking remedial actions,
Federated and various Funds were named as defendants in several
class action lawsuits now pending in the United States District Court
for the District of Maryland seeking damages of unspecified amounts.
The lawsuits were purportedly filed on behalf of people who purchased,
owned and/or redeemed shares of Federated-sponsored mutual funds during
specified periods beginning November 1, 1998.  The suits are generally
similar in alleging that Federated engaged in illegal and improper trading
practices including market timing and late trading in concert
with certain institutional traders, which allegedly caused financial
injury to the mutual fund shareholders.  The board of the Funds has
retained the law firm of Dickstein, Shapiro Morin & Oshinsky LLP to
represent the Funds in these lawsuits.  Federated and the Funds,
and their respective counsel, are reviewing the allegations and
will respond appropriately.  Additional lawsuits based upon similar
allegations have been filed, and others may be filed in the future.
Although we do not believe that these lawsuits will have a material
adverse effect on the Funds, there can be no assurance that these
suits, the ongoing adverse publicity and/or other developments
resulting from the regulatory investigations will not result
in increased Fund
redemptions, reduced sales of Fund shares, or other adverse
consequences for the Funds.