485B24E

                                                 1933 Act File No. 2-29786
                                                 1940 Act File No. 811-1704

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X

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

     Post-Effective Amendment No.   58 ...............................  X

                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

                        AMERICAN LEADERS 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 May 16th; 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:

     Thomas J. Donnelly, Esquire             Charles H. Morin, Esquire
     Houston, Houston & Donnelly             Dickstein, Shapiro & Morin
     2510 Centre City Tower                  2101 L Street, N.W.
     650 Smithfield Street                   Washington, D.C.  20037
     Pittsburgh, Pennsylvania 15222
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      575,449         $15.50            $8,919,460   $100.00
Capital Stock
Being
Registered
___________________________________________________________________________
___________________________________________________________________________

*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
2,793,208.  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 2,217,759.  The amount of redeemed securities
being used for reduction of the registration fee in this Amendment is
575,449.

                           CONTENTS OF AMENDMENT

     This Post-Effective Amendment No. 58 to the Registration Statement of
AMERICAN LEADERS FUND INC. is comprised of the following papers and
documents:

          1.   The facing sheet to register a definite
               number of shares of beneficial interest,
               no par value, of AMERICAN LEADERS FUND, INC.;

          2.   The opinion of Houston, Houston & Donnelly,
               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, AMERICAN LEADERS 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 16th day of May, 1994.

                        AMERICAN LEADERS FUND, INC.

               BY: /s/Charles H. Field
               Charles H. Field, Assistant Secretary
               Attorney in Fact for John F. Donahue
               May 16, 1994


     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: &&PIN______
   Charles H. Field           Attorney In Fact          May 16, 1994
   Assistant Secretary        For the Persons
                              Listed Below

     NAME                         TITLE

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

Glen R. Johnson*              President

Edward C. Gonzales*           Vice President and Treasurer
                              (Principal Financial and
                              Accounting Officer)

Edward L. Flaherty, Jr.*      Director

Gregor F. Meyer*              Director

Marjorie P. Smuts*            Director

William J. Copeland*          Director

James E. Dowd*                Director

Lawrence D. Ellis, M.D.*      Director

Wesley W. Posvar*             Director

Peter E. Madden*              Director

John T. Conroy, Jr.*          Director

* By Power of Attorney

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   in  connection  with   the  
registration by the Corporation of an additional 575,449 shares  
of its capital stock pursuant to Post-effective Amendment No. 58 
to the  Corporation's  registration  statement  filed  with the  
Securities and Exchange Commission under  the Securities Act of  
1933 (File No. 2-29786).  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 we  have  participated in  the  organization of  the  
Corporation and its  registration under  the Investment Company  
Act. We have also participated in the preparation and filing of  
the amended  Corporation's  registration  statement  under  the  
Securities Act of 1933 referred to above.

 Further,  we have  examined and  are familiar  with the  Charter  
of the Corporation, its Bylaws  and other corporate records and  
documents deemed relevant.

     On the basis of the foregoing, it is our opinion that:

  1.  The  Corporation   has  been  duly   organized  and  it   is  
legally existing under the laws of the State of Maryland.

  2.   The  Corporation   is  authorized   to  issue   100,000,000   
shares of capital stock of a par value of $0.20 per share.

  3.   The  authorized   and   unissued  capital   stock  of   the   
Corporation when issued in the manner described in the prospectus 
comprising a part  of the  Corporation's registration statement  
under the Securities Act of 1933  for consideration equal to or  
exceeding its par value and not less than its net asset value as 
required by the Charter of the Corporation will be legally issued 
and outstanding Capital  stock of  the Corporation  and will be  
fully paid and non-assessable.

   4.   Post-effective   Amendment   No. 58   does   not    contain   
disclosures which would render it ineligible to become effective 
pursuant to Paragraph (b) of Rule 485.

 We hereby consent  to the filing  of this opinion  as a part  of 
the  Corporation's  registration   statement  filed   with  the   
Securities and Exchange Commission under  the Securities Act of  
1933 and as part  of any application  or registration statement  
filed under the  securities laws  of the  States of  the United  
States.

 We further  consent to  the reference  to this  opinion and  the 
reference to  us as  Legal Counsel  to  the Corporation  in the  
prospectus, registration statements and applications.

                                   Very truly yours,

                                   Houston, Houston & Donnelly



                                   By:  Thomas J. Donnelly

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