EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

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

In planning and performing our audit of the financial statements of Federated
American Leaders Fund, Inc. (the "Fund") as of and for the year ended March
31, 2006, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered its internal control over
financial reporting, including control activities for safeguarding securities,
as a basis for designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A company's internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Such internal control includes policies and
procedures that provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to initiate,
authorize, record, process or report financial data reliably in accordance
with generally accepted accounting principles such that there is more than a
remote likelihood that a misstatement of the company's annual or interim
financial statements that is more than inconsequential will not be prevented
or detected. A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in more than a remote likelihood
that a material misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established
by the Public Company Accounting Oversight Board (United States). However, we
noted no deficiencies in Fund's internal control over financial reporting and
its operation, including controls for safeguarding securities, that we
consider to be a material weakness as defined above as of March 31, 2006.

This report is intended solely for the information and use of management and
the Board of Directors 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.





May 10, 2006

EX-99.77E LEGAL

Sub-Item 77E

LEGAL PROCEEDINGS

Since October 2003, Federated and related entities (collectively,
"Federated"), and various Federated funds ("Funds"), have been named as
defendants in several class action lawsuits now pending in the United States
District Court for the District of Maryland. 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. These lawsuits began to be
filed shortly after Federated's first public announcement that it had received
requests for information on shareholder trading activities in the Funds from
the SEC, the Office of the New York State Attorney General ("NYAG"), and other
authorities. In that regard, on November 28, 2005, Federated announced that it
had reached final settlements with the SEC and the NYAG with respect to those
matters. Specifically, the SEC and NYAG settled proceedings against three
Federated subsidiaries involving undisclosed market timing arrangements and
late trading. The SEC made findings: that Federated Investment Management
Company ("FIMC"), an SEC-registered investment adviser to various Funds, and
Federated Securities Corp., an SEC-registered broker-dealer and distributor
for the Funds, violated provisions of the Investment Advisers Act and
Investment Company Act by approving, but not disclosing, three market timing
arrangements, or the associated conflict of interest between FIMC and the
funds involved in the arrangements, either to other fund shareholders or to
the funds' board; and that Federated Shareholder Services Company, formerly an
SEC-registered transfer agent, failed to prevent a customer and a Federated
employee from late trading in violation of provisions of the Investment
Company Act. The NYAG found that such conduct violated provisions of New York
State law. Federated entered into the settlements without admitting or denying
the regulators' findings. As Federated previously reported in 2004, it has
already paid approximately $8.0 million to certain funds as determined by an
independent consultant. As part of these settlements, Federated agreed to pay
disgorgement and a civil money penalty in the aggregate amount of an
additional $72 million and, among other things, agreed that it would not serve
as investment adviser to any registered investment company unless (i) at least
75% of the fund's directors are independent of Federated, (ii) the chairman of
each such fund is independent of Federated, (iii) no action may be taken by
the fund's board or any committee thereof unless approved by a majority of the
independent trustees of the fund or committee, respectively, and (iv) the fund
appoints a "senior officer" who reports to the independent trustees and is
responsible for monitoring compliance by the fund with applicable laws and
fiduciary duties and for managing the process by which management fees charged
to a fund are approved. The settlements are described in Federated's
announcement which, along with previous press releases and related
communications on those matters, is available in the "About Us" section of
Federated's website at FederatedInvestors.com.
Federated and various Funds have also been named as defendants in several
additional lawsuits, the majority of which are now pending in the United
States District Court for the Western District of Pennsylvania, alleging,
among other things, excessive advisory and Rule 12b-1 fees.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 intend to defend this
litigation. Additional lawsuits based upon similar allegations may be filed in
the future. The potential impact of these lawsuits, all of which seek
unquantified damages, attorneys' fees, and expenses, and future potential
similar suits is uncertain. 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, 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.

EX-99.77Q1 OTHR EXHB

Sub-Item 77Q1

AMENDMENT #18
TO THE BY-LAWS
OF
FEDERATED AMERICAN LEADERS FUND, INC.
Effective August 18, 2005
Delete, ARTICLE IX, INDEMNIFICATION in its entirety and replace with the
following:
ARTICLE IX
INDEMNIFICATION

	Section 1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The Corporation shall
indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law.  The
Corporation shall indemnify its officers to the same extent as its directors
and to such further extent as is consistent with law.  The Corporation shall
indemnify its directors and officers who while serving as directors or
officers also serve at the request of the Corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of another corporation,
partnership joint venture, trust, other enterprise or employee benefit plan to
the fullest extent consistent with law.  The indemnification and other rights
provided by this Article shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.  This Article shall not protect any such
person against any liability to the Corporation or any Shareholder thereof to
which such person would otherwise be subject by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard
of the duties involved in the conduct of his office ("disabling conduct").

	Section 2.  ACTION BY DIRECTOR AGAINST THE CORPORATION.  With respect to any
action, suit or other proceeding voluntarily prosecuted by any indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such indemnitee (i) was authorized by a
majority of the Directors or (ii) was instituted by the indemnitee to enforce
his rights to indemnification hereunder in a case in which the indemnitee is
found to be entitled to such indemnification.

	Section 3.  SURVIVAL.  The rights to indemnification set forth herein shall
continue as to a person who has ceased to be a Director or officer of the
Corporation and shall inure to the benefit of his heirs, executors and
personal and legal representatives.

	Section 4.  AMENDMENTS. References in this Article are to the Maryland
General Corporation Law and to the Investment Company Act of 1940, as from
time to time amended.  No amendment or restatement of these by-laws or repeal
of any of its provisions shall limit or eliminate any of the benefits provided
to any person who at any time is or was a Director or officer of the
Corporation or otherwise entitled to indemnification hereunder in respect of
any act or omission that occurred prior to such amendment, restatement or
repeal.

	Section 5.  PROCEDURE.  Notwithstanding the foregoing, no indemnification
shall be made hereunder unless there has been a determination (i) by a final
decision on the merits by a court or other body of competent jurisdiction
before whom the issue of entitlement to indemnification hereunder was brought
that such indemnitee is entitled to indemnification hereunder or, (ii) in the
absence of such a decision, by (1) a majority vote of a quorum of those
Directors who are neither "interested persons" of the Corporation (as defined
in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding
("Disinterested Non-Party Directors"), that the indemnitee is entitled to
indemnification hereunder, or (2) if such quorum is not obtainable (or even if
obtainable, if such majority so directs) independent legal counsel in a written
opinion concludes, based on a review of readily available facts (as opposed to
a full trial-type inquiry) that the indemnitee should be entitled to
indemnification hereunder.  All determinations to make advance payments in
connection with the expense of defending any proceeding shall be authorized
and made in accordance with the immediately succeeding paragraph (f) below.

	Section 6.  ADVANCES.  Any current or former director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification in the manner and to fullest extent permissible under
the Maryland General Corporation Law.  The person seeking indemnification
shall provide to the Corporation a written affirmation of his good faith
belief that the standard of conduct necessary for indemnification by the
Corporation has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not
been met.  In addition, at least one of the following additional conditions
shall be met:  (a) the person seeking indemnification shall provide a security
in form and amount acceptable to the Corporation for his undertaking; (b) the
Corporation is insured against losses arising by reason of the advance, or (c)
a majority of a quorum of Disinterested Non-Party Directors, or independent
legal counsel, in a written opinion, shall be determined, based on a review of
facts readily available to the Corporation at the time the advance is proposed
to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.

	Section 7.  OTHER RIGHTS.  The rights accruing to any indemnitee under these
provisions shall not exclude any other right which any person may have or
hereafter acquire under the Articles of Incorporation or the by-laws of the
Corporation, by contract or otherwise under law, by a vote of stockholders or
Directors who are "disinterested persons" (as defined in Section 2(a)(19) of
the 1940 Act) or any other right to which he may be lawfully entitled.
	Section 8.  INDEMNIFICATION OF EMPLOYEES AND AGENTS.  Subject to any
limitations provided by the Investment Company Act of 1940 Act or otherwise
under the Articles of Incorporation or the by-laws of the Corporation,
contract or otherwise under law, the Corporation shall have the power and
authority to indemnify and provide for the advance payment of expenses to
employees, agents and other persons providing services to the Corporation or
serving in any capacity at the request of the Corporation to the full extent
permitted by applicable law, provided that such indemnification has been
approved by a majority of the Directors.


Sub-Item 77Q1
AMENDMENT #19
TO THE BY-LAWS
OF
FEDERATED AMERICAN LEADERS FUND, INC.
Effective January 1, 2006
Strike Section 1, GENERAL PROVISIONS, and Section 2, ELECTION, TERM OF OFFICE
AND QUALIFICATIONS from Article IV - OFFICERS, in its entirety and replace
with the following:
	Section 1.  GENERAL PROVISIONS.  The Officers of the Corporation shall be a
President, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, a Treasurer, and a Secretary.  The
Board of Directors, in its discretion, may elect or appoint one or more Vice
Chairmen of the Board of Directors, and other Officers or agents, including
one or more Assistant Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers.  An Executive Vice President, Senior Vice
President or Vice President, the Secretary or the Treasurer may appoint an
Assistant Vice President, an Assistant Secretary or an Assistant Treasurer,
respectively, to serve until the next election of Officers.  Two or more
offices may be held by a single person except the offices of President,
Executive Vice President, Senior Vice President or Vice President may not be
held by the same person concurrently.  It shall not be necessary for any
Director or any Officer to be a holder of shares in any Series or Class of the
Corporation.  Any Officer, or other such person as the Board may appoint, may
preside at meetings of the Shareholders.
	Section 2.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  The Officers shall
be elected annually by the Board of Directors at its Annual Meeting.  Each
Officer shall hold office for one year and until the election and
qualification of his successor, or until earlier resignation or removal.
Strike Section 6, CHAIRMAN OF THE BOARD, Section 7, VICE CHAIRMAN OF THE BOARD
OF DIRECTORS, and Section 8, PRESIDENT, and Section 9, VICE PRESIDENT from
Article IV - OFFICERS, in their entirety and replace with the following:
	Section 6.  CHAIRMAN OF THE BOARD.  The Board may elect from among its
members a Chairman of the Board.  The Chairman shall at all times be a
Director who meets all applicable regulatory and other relevant requirements
for serving in such capacity.  The Chairman shall not be an Officer of the
Corporation, but shall preside over meetings of the Board and shall have such
other responsibilities in furthering the Board functions as may be assigned
from time to time by the Board of Directors or prescribed by these By-Laws.
It shall be understood that the election of any Director as Chairman shall not
impose on that person any duty, obligation, or liability that is greater than
the duties, obligations, and liabilities imposed on that person as a Director
in the absence of such election, and no Director who is so elected shall be
held to a higher standard of care by virtue thereof.  In addition, election as
Chairman shall not affect in any way that Director's rights or entitlement to
indemnification under the By-Laws or otherwise by the Corporation.  The
Chairman shall be elected by the Board annually to hold office until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned, or have been removed, as herein
provided in these By-Laws.  Each Director, including the Chairman, shall have
one vote.
Resignation.  The Chairman may resign at any time by giving written notice of
resignation to the Board.  Any such resignation shall take effect at the time
specified in such notice, or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
Removal.  The Chairman may be removed by majority vote of the Board with or
without cause at any time.
Vacancy.  Any vacancy in the office of Chairman, arising from any cause
whatsoever, may be filled for the unexpired portion of the term of the office
which shall be vacant by the vote of the Board.
Absence.  If, for any reason, the Chairman is absent from a meeting of the
board, the Board may select from among its members who are present at such
meeting a Director to preside over such meeting.
	Section 7.  VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  Any Vice Chairman
shall perform such duties as may be assigned to him from time to time by the
Board of Directors of the Corporation.  The Vice Chairman need not be a
Director.
	Section 8.  PRESIDENT.  The President of the Corporation shall be the
principal executive officer of the Corporation.  Unless other provisions are
made therefor by the Board or Executive Committee, the President without
limitation, shall employ and define the duties of all employees of the
Corporation, shall have the power to discharge any such employees, shall
exercise general supervision over the affairs of the Corporation and shall
have the power to sign, in the name of and on behalf of the Corporation,
powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities or other property owned by the Corporation,
and may, in the name of and on behalf of the Corporation, take all such action
as the President may deem advisable in entering into agreements
to purchase securities and other property in the ordinary course of business,
and to sign representation letters in the course of buying securities or other
property and shall perform such other duties as may be assigned to him from
time to time by the Board of Directors
	Section 9.  VICE PRESIDENT.  The Executive Vice President, Senior Vice
President or Vice President, if any, in order of their rank as fixed by the
Board or if not ranked, a Vice President designated by the Board, in the
absence of the President shall perform all duties and may exercise any of the
powers of the President subject to the control of the Board.  Each Executive
Vice President, Senior Vice President and Vice President shall have the power,
without limitation, to sign, in the name of and on behalf of the Corporation,
powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities or other property owned by the Corporation,
and may, in the name of and on behalf of the Corporation, take all such action
as the Executive Vice President, Senior Vice President or Vice President may
deem advisable in entering into agreements to purchase securities or other
property in the ordinary course of business, and to sign representation
letters in the course of buying securities or other property and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors, the Executive Committee, or the President.