Federated Stock and Bond Fund, Inc.
                              5800 Corporate Drive
                            Pittsburgh, PA 15237-7000


                                  June 16, 2000

The Trustees of
FEDERATED STOCK AND BOND FUND, INC.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779

Gentlemen:

         Federated   Stock  and  Bond  Fund,   Inc.,   a  Maryland   Corporation
("Corporation"),  proposes  to issue  shares  of  capital  stock  ("Shares")  in
connection  with the  acquisition  of the  assets of the IAI  Balanced  Fund,  a
portfolio of IAI Investment  Funds VI, Inc.,  pursuant to the Agreement and Plan
of  Reorganization  ("Agreement")  filed  as  an  exhibit  to  the  registration
statement of the Corporation filed on Form N-14 ("N-14  Registration") under the
Securities Act of 1933, as amended ("1933 Act").

         As counsel, I have participated in the organization of the Corporation,
its  registration  under the  Investment  Company Act of 1940, as amended ("1940
Act"),  the  registration  of its securities on Form N-1A under the 1933 Act and
its N-14  Registration.  I have  examined  and am familiar  with the Articles of
Incorporation  dated  April 28, 1993  ("Articles  of  Incorporation"),  Articles
Supplementary  dated  August  23,  1996,  the  Bylaws  of the  Corporation,  the
Agreement 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 for the purposes of this opinion

         Based upon the foregoing, it is my opinion that:

         1.  The Corporation is duly organized and validly existing  pursuant to
laws of the state of Maryland and the Articles of Incorporation.

         2.  The  Shares  which  are  currently  being  registered  by the  N-14
Registration may be legally and validly issued in accordance with the provisions
of the Agreement,  the Articles of Incorporation and the Articles  Supplementary
upon  receipt of  consideration  sufficient  to comply  with the  provisions  of
Article VII of the Articles of Incorporation  and subject to compliance with the
1940 Act and  applicable  state  laws  regulating  the sale of  securities.  The
Shares, when so issued, will be fully paid and non-assessable.

         I  consent  to your  filing  this  opinion  as an  exhibit  to the N-14
Registration referred to above and to any application or registration  statement
filed under the securities laws of any of the states of the United States.

                                             Very truly yours,

                                             FEDERATED STOCK AND BOND FUND, INC.

                                               BY:  /s/ Amanda J. Reed
                                                   -------------------
                                                    Amanda J. Reed
                                            TITLE:  Assistant Secretary