EX-99.77E LEGAL

SUBITEM 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
 Federatedsponsored
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
Federateds 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
SECregistered
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 SECregistered 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
$80 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
funds directors are independent
of Federated ii the
chairman of each such fund
is independent of Federated
iii no action may be taken
by the funds 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 Federateds announcement
which along with previous press
releases and
related communications on those
matters is available in the
About Us section of Federateds
website at
FederatedInvestorscom
Federated and various Funds
 have also been named as
defendants in several
additional lawsuits the
majority of which are now
pending in the United States
District Court for the Western
District of
Pennsylvania alleging among
other things excessive advisory
 and Rule 12b1 fees
The board of the Funds has
 retained the law firm of
Dickstein Shapiro LLP to
represent the Funds in these
lawsuits Federated and
the Funds and their
respective counsel are
 reviewing the allegations
and intend to
defend this litigation
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
andor 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

EX-99.77B ACCT LTTR

Report of Independent

 Registered Public
 Accounting Firm


To the Shareholders and
Board of Trustees of
Federated Stock Trust

In planning and
performing our
audit of the financial
statements of Federated
Stock Trust as of
and for the year
ended October 31 2006
 in accordance with
the standards of the
 Public Company
Accounting Oversight
 Board United States
 we considered its
 internal control
over financial
reporting including
control activities
for 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 NSAR but not
for the purpose of
 expressing an opinion
on the effectiveness
of Federated Stock Trusts
internal control over financial
 reporting
Accordingly we express
no such opinion

The management of
Federated Stock Trust
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 companys
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 US generally
accepted accounting
principles Such internal
control includes policies
and procedures that
provide reasonable
assurance regarding
prevention or timely
detection of unauthorized
acquisition use or disposition
of a companys 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 control deficiency
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
significant deficiency
is a control deficiency
or combination
of control deficiencies
that adversely affects
the companys ability to
initiate authorize record
process or report
external financial data
reliably in accordance
with US generally accepted
accounting principles
such that there is more
than a remote likelihood
that a misstatement
 of the
companys annual or
interim financial
statements that is more
than
inconsequential will not
be
prevented or detected A
material weakness is a
significant deficiency or
combination of
significant deficiencies
that results in more than
a remote likelihood that
a material misstatement
of the annual or interim
financial statements will
not be prevented or detected

Our consideration of
 Federated Stock Trusts
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
significant deficiencies
or material weaknesses under
standards established by
the Public Company Accounting
Oversight Board United States
However we noted no
deficiencies in Federated
Stock Trusts internal
control over financial
reporting and its
operation including
controls for safeguarding
securities that we consider
 to be a
material weakness as
defined above as of
October 31 2006

This report is intended
 solely for the information
and use of management and
the Board of
Trustees of Federated
Stock Trust and the
Securities and Exchange
Commission and is not
intended to be and
should not be used by
 anyone other than
these specified parties

S KPMG LLP

Boston Massachusetts
December 22 2006

EX-99.77Q1 OTHR EXHB

ITEM 77Q1A
COPIES OF ANY MATERIAL
AMENDMENTS TO
THE REGISTRANTS
CHARTER OR BYLAWS


AMENDMENT 13
TO THE BYLAWS
OF
FEDERATED STOCK
TRUST
Effective January
1 2006
Strike Section 1
Officers and Section
2 Election of
Officers from Article
I  OFFICERS AND
THEIR ELECTION and
replace with the
following
Section 1  Officers
The Officers of the
 Trust shall be a
 President one or
more Executive Vice
Presidents one or
more Senior Vice
Presidents one or
more Vice Presidents
a Treasurer and a
Secretary  The
Board of Trustees
in its discretion
may also elect or appoint
 one or more Vice
Chairmen of the Board
of Trustees who need not
 be a Trustee and other
Officers or agents
including one or more
Assistant Vice Presidents
 one or more Assistant
Secretaries and one or
more Assistant Treasurers
An Executive Vice President
Senior Vice President or
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
Executive Vice
President Senior Vice
President or Vice
President may not be
held by the same person
concurrently  It shall
 not be necessary for any
Trustee or any Officer to
 be a holder of shares in
any Series or Class
of the Trust  Any
officer or such other
person as the Board
may appoint may
preside at meetings
of the shareholders
Section 2  Election
of Officers  The
Officers shall be
elected annually by the
Trustees  Each
Officer shall hold
office for one year
and until the election
and qualification of
his successor or
until earlier
resignation or
removal
Strike Sections 2
Chairman of the
Trustees Section 3 Vice
Chairman of the Trustees
Section 4
President and Section
5 Vice President from
Article II  POWERS AND
 DUTIES OF
TRUSTEES AND OFFICERS
and replace with the
following
Section 2  Chairman
of the Board  The
Board may elect
from among its members
 a Chairman of
the Board  The
Chairman shall at
all times be a Trustee
who meets all
applicable regulatory
and
other relevant
requirements for
serving in such capacity
  The Chairman shall
 not be an officer of
the Trust but shall
preside over meetings
of the Board and
shall have such other
responsibilities
in furthering the
 Board functions as
may be assigned from
time to time by the
Board of Trustees
or prescribed by these
 ByLaws  It shall
 be understood that
the election of any
Trustee as
Chairman shall not
impose on that person
any duty obligation
 or liability that is
greater than the
duties obligations
and liabilities imposed
on that person as a
Trustee in the absence of such
election and no Trustee
who is so elected shall
be held to a higher
standard of care by virtue
thereof  In addition
election as Chairman
shall not affect in
any way that Trustees
rights or
entitlement to indemnification
under the ByLaws or otherwise
by the Trust  The Chairman
shall
be elected by the Board
annually to hold office
until his successor shall
have been duly elected
and shall have qualified
or until his death or until
he shall have resigned or
 have been removed
as herein provided in these
ByLaws  Each Trustee
including the Chairman
 shall have one vote
Resignation  The Chairman
 may resign at any time by
 giving written notice of
resignation to the
Board  Any such resignation
 shall take effect at
the time specified in
 such notice or if the time
when it shall become
effective shall not be
specified therein
immediately upon its
receipt and
unless otherwise specified
therein the acceptance of
 such resignation shall
not be necessary to
make it effective
Removal  The Chairman
may be removed by majority
vote of the Board with or
without cause at
any time
Vacancy  Any vacancy
in the office of Chairman
arising from any cause
whatsoever may be
filled for the unexpired
portion of the term of the
 office which shall be vacant
by the vote of the
Board
Absence  If for any reason
the Chairman is absent from a
meeting of the Board the Board
 may
select from among its members
 who are present at such
meeting a Trustee to preside at
such
meeting
Section 3  Vice Chairman of
the Trustees  Any Vice
Chairman shall perform
such duties as may
be assigned to him from
time to time by the Trustees
 The Vice Chairman need
not be a Trustee
Section 4  President
The President shall be the
principal executive officer
 of the Trust  He shall
counsel and advise the Chairman
  He shall have general
supervision over the business
of the
Trust and policies of the
Trust  He shall employ and
define the duties of all employees
shall
have power to discharge any
such employees shall exercise
general supervision over the
affairs
of the Trust and shall
perform such other duties
as may be assigned to him
from time to time by
the Trustees the Chairman
or the Executive Committee
The President shall have the
power to
appoint one or more Assistant
Secretaries or other junior
officers subject to
ratification of such
appointments by the Board
The President shall have
the power to sign in the
name of and on
behalf of the Trust powers
of attorney proxies waivers
 of notice of meeting
consents and other
instruments relating to
securities or other property
owned by the Trust and may
in the name of
and on behalf of the Trust
take all such action as the
President may deem advisable
in entering
into agreements to purchase
securities or other property
in the ordinary course of
business and to
sign representation letters
in the course of buying
securities or other property
Section 5  Vice President
The Executive Vice President
 Senior Vice President or Vice
President if any in order
 of their rank as fixed by
the Board or if not ranked
a Vice President
designated by the Board 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 Trustees
 Each Executive Vice
President Senior Vice
 President and Vice
President shall perform
such other duties as may be
assigned to him from
time to time by the Trustees
the Chairman the President
or the Executive
Committee  Each Executive
Vice President Senior Vice
President and Vice President
shall be
authorized to sign documents
on behalf of the Trust  The
Executive Vice President
Senior Vice
President and Vice President
shall have the power to sign
in the name of and on behalf
of the
Trust and subject to Article
VIII Section 1 powers of
attorney proxies waivers of
notice of
meeting consents and other
instruments relating to
securities or other property
 owned by the
Trust and may in the
name of and on behalf
of the Trust take all
such action as the Executive
Vice President Senior
Vice President or Vice
President may deem advisable
 in entering into
agreements to purchase
securities or other
 property in the ordinary
course of business and to sign
representation letters
in the course of buying
securities or other property

EX-99.77K CHNG ACCNT

CHANGE IN INDEPENDENT
 REGISTERED PUBLIC
 ACCOUNTING FIRM
On August 18 2006
the Funds Trustees
upon the recommendation
of the Audit Committee
appointed KPMG
LLP KPMG as the Funds
independent registered
public accounting firm On
the same date the Funds
 previous independent
registered public accounting
firm
Deloitte  Touche LLP DT
resigned The previous reports
issued by DT on the Funds
financial
statements for the fiscal
years ended October 31 2005
and
October 31 2004 contained
no
adverse opinion or disclaimer
of opinion nor were they
qualified or modified as to
uncertainty
audit scope or accounting
principles During the Funds
fiscal years ended October
31 2005
and October 31 2004 i there
were no disagreements
with DT on any matter of
accounting
principles or practices
financial statement
disclosure or auditing
scope or procedure which
disagreements if not
resolved to the
satisfaction of DT would
have caused it to make
reference
to the subject matter of
the disagreements in
connection with its reports
on the financial
statements for such years
and ii there were no
reportable events of the
kind described in Item
304a 1 v of Regulation
SK under the Securities
 Exchange Act of 1934 as
amended
As indicated above the
Fund has appointed KPMG
as the independent
registered
public accounting
firm
to audit the Funds
financial statements
 for the fiscal year
ending
October 31 2006 During
the Funds fiscal years
ended October 31 2005
and October 31 2004
and the interim period
commencing November 1
2005 and ending August
 18 2006 neither the
Fund nor anyone on its
behalf has consulted
KPMG on items which i
concerned the application
of accounting principles
to a specified transaction
either completed or proposed
 or the
type of audit opinion that
might be rendered on the
Funds financial statements
or ii concerned
the subject of a disagreement
as defined in paragraph a
1 iv of Item 304 of Regulations
S-K or reportable events as
described in paragraph a 1
v of said Item 304