24F-2NT

                  U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                FORM 24F-2
                     ANNUAL NOTICE OF SECURITIES SOLD
                          PURSUANT TO RULE 24F-2

          Read instructions at end of Form before preparing Form.
                           Please print or type.


1.   Name and address of issuer:
           Federated American Leaders Fund, Inc.
                    Federated Investors
                 Federated Investors Tower
            Pittsburgh, Pennsylvania 15222-3779

2.   Name of each series or class of funds for which this
notice is filed:


3.   Investment Company Act File Number:
811-1704
     Securities Act File Number:
2-29786

4.   Last day of fiscal year for which this notice is filed:
March 31, 1997

5.   Check box if this notice is being filed more than 180
     days after the close of the issuer's fiscal year for
     purposes of reporting securities sold after the close
     of the fiscal year but before termination of the
     issuer's 24f-2 declaration:
                                                  [   ]


6.   Date of termination of issuer's declaration under rule
     24f-2(a)(1), if applicable:


7.   Number and amount of securities of the same class or
     series which had been registered under the Securities
     Act of 1933 other than pursuant to rule 24f-2 in a
     prior fiscal year, but which remained unsold at the
     beginning of the fiscal year:

     0:$0

8.   Number and amount of securities registered during the
     fiscal year other than pursuant to rule 24f-2:


                                                       0:$0

9.   Number and aggregate sale price of securities sold
     during the fiscal year (includes DRIP shares):

     29,362,943 :$607,994,811







10.  Number and aggregate sale price of securities sold
     during the fiscal year in reliance upon registration
     pursuant to rule 24f-2:


     29,362,943 :$607,994,811

11.  Number and aggregate sale price of securities issued
     during the fiscal year in connection with dividend
     reinvestment plans, if applicable:


12.  Calculation of registration fees:

     (i)  Aggregate sale price of securities sold during the
          fiscal
          year in reliance on rule 24f-2 (from Item 10):
                                             $607,994,811
     (ii) Aggregate price of shares issued in connection
          with
          dividend reimbursement plans
          (from Item 11, if applicable)      +
     (iii)                                   Aggregate
          price of shares redeemed or repurchased
          during the fiscal year (if applicable)-174,117,461

     (iv) Aggregate price of shares redeemed or repurchased
          and previously applied as a reduction to filing
          fees
          pursuant to rule 24e-2 (if applicable)         +
     (v)  Net aggregate price of securities sold and issued
          during
          the fiscal year in reliance on rule 24f-2 [line
          (i), plus
          line (ii), less line (iii), plus line (iv)] (if
          applicable):                       $433,877,350
     (vi) Multiplier prescribed by Section 6(b) of the

          Securities
          Act of 1933 or other applicable law or regulation
          (see Instruction C.6):             x
          1/3300
     (vii)                                   Fee due [line
          (i) or line (v) multiplied by line (vi)]:$131,478


Instruction:                                   Issuers
          should complete lines (ii), (iii), (iv), and (v)
          only if the form in being filed within 60 days
          after the close of the issuer's fiscal year.  See
          Instruction C.3.

13.  Check box if fees are being remitted to the
     Commission's lockbox depository as described in section
     3a of the Commission's Rules of Informal and Other
     Procedures
     (17 CFR 202.3a).
                                                  [   ]

     Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:

May 15, 1997

                         SIGNATURES

This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.

By (Signature and Title)*          /s/ S. Elliott Cohan

                    S. Elliott Cohan
                    Assistant Secretary

Date:               May 15, 1997

 *  Please print the name and title of the signing officer
          below the signature.

EX-99.OPINIONLETTER

   FEDERATED ADMINISTRATIVE
             SERVICES

                                          FEDERATED INVESTORS TOWER
                                          PITTSBURGH, PA 15222-3779
                                          412-288-1900

                                          May 15, 1997


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

Gentlemen:

     You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Federated American Leaders Fund, Inc. (`Corporation'') to be
filed in respect of shares of the Corporation (`Shares'') sold for the
fiscal year ended March 31, 1997, pursuant to the Corporation'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 Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment
Company Act Rule 24f-2.

     As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of
1933. Further, I have examined and am familiar with the provisions of the
Articles of Incorporation dated January 22, 1968, the Bylaws of the
Corporation and such other documents and records deemed relevant. I have
also reviewed questions of law and consulted with counsel thereon as deemed
necessary or appropriate by me for the purposes of this opinion.

     On the basis of the foregoing, it is my opinion the Shares sold for
the fiscal year ended March 31, 1997, registration of which the Rule 24f-2
Notice makes definite in number, were legally issued, fully paid and non-
assessable by the Corporation.

     I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement of the
Corporation and to any application or registration statement filed under
the securities laws of any of the States of the United States.

     The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Maryland, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.


                                   Very truly yours,

                                   /s/ S. Elliott Cohan
                                   S. Elliott Cohan
                                   Fund Attorney