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, 2008, in accordance with the
standards of the Public Fund Accounting Oversight
Board (United States), we considered the
Fund's internal control over financial reporting,
including controls over 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 Fund'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. A Fund's internal
control over financial reporting includes those policies
and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions
and dispositions of the assets of the Fund; (2)
provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally
accepted accounting principles, and that receipts
and expenditures of the Fund are being made
only in accordance with authorizations of management
and directors of the Fund; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or
disposition of a Fund'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 deficiency in internal control over financial
reporting 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 material weakness is
a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such
that there is a reasonable possibility that a
material misstatement of the Fund's annual or interim
financial statements will not be prevented
or detected on a timely basis.
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 material weaknesses
under standards established by the Public
Fund Accounting Oversight Board (United States).
However, we noted no deficiencies in the
Fund's internal control over financial reporting
and its operation, including controls over
safeguarding securities, that we consider to be a
material weakness as defined above as of March
31, 2008.
This report is intended solely for the information
and use of management and the Board of
Directors of the Fund and the Securities and
Exchange Commission and is not intended to be and
should not be used by anyone other than these
specified parties.



Ernst & Young LLP


Boston, Massachusetts
May 20, 2008

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 entities have also been named as
defendants in several additional lawsuits that
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 retained the law firm
of Dickstein Shapiro LLP to represent the
Funds in each of the lawsuits described in
the preceding two paragraphs. Federated and
the Funds, and their respective counsel,
have been defending this litigation, and none of
the Funds remains a defendant in any of the
lawsuits (though some could potentially receive
any recoveries as nominal defendants).
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.