Exhibit 77Q1(a)
Federated Limited Duration Government Fund, Inc.
Amendment #5
to the By-Laws

(effective August 23, 2002)

Strike Section 1 - Article IV - OFFICERS and replace it with the
following:

       Section 1.  GENERAL PROVISIONS.  The Officers of
the Corporation shall be a President, one or more Vice
Presidents, a Treasurer, and a Secretary.  The Board of Directors,
in its discretion, may elect or appoint a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors,
one or more Vice Chairmen of the Board of Directors (who need
not be a Director) and other Officers or agents, including one or
more Assistant Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers.  A 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 and 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.
Strike Sections 6-13 from Article IV - OFFICERS and replace
it with the following:
	Section 6.  CHAIRMAN OF THE BOARD OF
DIRECTORS.  The Chairman, if there be a Chairman, shall
preside at the meetings of Shareholders and the Board of
Directors and shall perform other duties as may be assigned to
him from time to time by the Directors and shall perform such
other duties as may be assigend to him from time to time by the
Directors..  In the absence of the Board of Directors, the
President or an officer or Director appointed by the Chairman,
shall preside at all meetings of Shareholders.
       Section 7.  VICE CHAIRMAN OF THE BOARD OF
DIRECTORS:  The Vice Chairman, in the absence of the
Chairman, shall perform such duties as may be assigned to him
from time to time by the Board of Directors or the Chairman.
       Section 8.  PRESIDENT.  The President shall be the
principal  executive officer of the Corporation.  The President, in
the absence of the Chairman of the Board of Directors, shall
perform all duties and may exercise any of the powers of the
Chairman of the Board of Directors subject to the control of the
Board.  He shall counsel and advise the Chairman of the Board
on matters of major importance.  He shall, unless other
provisions are made therefor by the Board or Executive
Committee, employ and define the duties of all employees of the
Corporation, shall have the power to discharge any such
employee, shall exercise general supervision over the affairs of
the Corporation 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 Vice President (or
if more than one, the senior Vice President) 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
Vice President 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.
	Section 10.  SECRETARY.  The Secretary shall keep or
cause to be kept in books provided for the purpose the Minutes
of the Meetings of the Shareholders, and of the Board of
Directors; shall see that all Notices are duly given in accordance
with the provisions of these By-Laws and as required by Law;
shall be custodian of the records and of the Seal of the
Corporation and see that the Seal is affixed to all documents the
execution of which on behalf of the Corporation under its seal is
duly authorized; shall keep directly or through a transfer agent a
register of the post office address of each Shareholder, and make
all proper changes in such register, retaining and filing his
authority for such entries; shall see that the books, reports,
statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall
perform all duties incident to the Office of Secretary and such
other duties as may, from time to time, be assigned to him by the
Board of Directors, the Executive Committee, or the President.
	Section 11.  TREASURER.  The Treasurer shall be the
principal financial and accounting officer of the Corporation and
have supervision of the custody of all funds and securities of the
Corporation, subject to applicable law.  He shall perform such
other duties as may be from time to time assigned to him by the
Board of Directors, the Executive Committee, or the President.
	Section 12.  ASSISTANT VICE PRESIDENT.  The
Assistant Vice President or Vice Presidents of the Corporation
shall have such authority and perform such duties as may be
assigned to them by the Board of Directors, the Executive
Committee, or the President of the Corporation.
	Section 13.  ASSISTANT SECRETARIES AND
ASSISTANT TREASURERS.  The Assistant Secretary or
Secretaries and the Assistant Treasurer or Treasurers shall
perform the duties of the Secretary and of the Treasurer
respectively, in the absence of those Officers and shall have such
further powers and perform such other duties as may be assigned
to them respectively by the Board of Directors or the Executive
Committee or by the President.
	Section 14.  SALARIES.  The salaries of the Officers
shall be fixed from time to time by the Board of Directors.  No
Officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.