LIBERTY MUNICIPAL SECURITIES FUND INC
497, 1994-07-28
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LIBERTY MUNICIPAL SECURITIES FUND, INC.
CLASS A SHARES
PROSPECTUS

The Class A Shares of Liberty Municipal Securities Fund, Inc. (the "Fund")
represent interests in an open-end, diversified management investment company (a
mutual fund) with an investment objective of providing its shareholders a high
level of current income which is exempt from federal regular income tax by
investing in a professionally managed, diversified portfolio primarily limited
to municipal bonds.

   THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.    

This prospectus contains the information you should read and know before you
invest in the Class A Shares of the Fund. Keep this prospectus for future
reference.

The Fund has also filed a Combined Statement of Additional Information for
Class A Shares, Class B Shares, and Class C Shares dated    July 31,
    1994, with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated
by reference into this prospectus. You may request a copy of the Combined
Statement of Additional Information free of charge by calling 1-800-235-4669.
To obtain other information or to make inquiries about the Fund, contact your
financial institution.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated    July 31,     1994




TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CLASS A SHARES                                                               2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

LIBERTY FAMILY OF FUNDS                                                        3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         5
- ------------------------------------------------------
  Investment Objective                                                         5
  Investment Policies                                                          5
    Acceptable Investments                                                     5
      Characteristics                                                          5
    When-Issued and Delayed Delivery
      Transactions                                                             5
    Temporary Investments                                                      5
  Portfolio Turnover                                                           6
  Municipal Bonds                                                              6
  Investment Risks                                                             7
  Investment Limitations                                                       8

NET ASSET VALUE                                                                8
- ------------------------------------------------------

INVESTING IN CLASS A SHARES                                                    8
- ------------------------------------------------------
  Share Purchases                                                              8
    Through a Financial Institution                                            9
    Directly from the Distributor                                              9
  Minimum Investment Required                                                  9
  What Shares Cost                                                            10
    Dealer Concession                                                         10
    Reducing the Sales Load                                                   11
    Quantity Discounts and Accumulated
      Purchases                                                               11
    Letter of Intent                                                          11
    Reinvestment Privilege                                                    11
    Purchases with Proceeds from Redemptions
      of Unaffiliated Investment Companies                                    12
    Concurrent Purchases                                                      12
  Systematic Investment Program                                               12
  Certificates and Confirmations                                              12
  Dividends and Distributions                                                 12

EXCHANGE PRIVILEGE                                                            13
- ------------------------------------------------------
   Reduced Sales Load                                                         13
  Requirements for Exchange                                                   13
  Tax Consequences                                                            13
  Making an Exchange                                                          13
    Telephone Instructions                                                    14

REDEEMING CLASS A SHARES                                                      14
- ------------------------------------------------------
  Through a Financial Institution                                             14
  Directly from the Fund                                                      14
    By Telephone                                                              14
    By Mail                                                                   15
    Signatures                                                                15
  Contingent Deferred Sales Charge                                            15
  Systematic Withdrawal Program                                               16
  Accounts with Low Balances                                                  16

FUND INFORMATION                                                              16
- ------------------------------------------------------
  Management of the Fund                                                      16
    Board of Directors                                                        16
    Officers and Directors                                                    17
    Investment Adviser                                                        20
      Advisory Fees                                                           20
      Adviser's Background                                                    20
   
    
  Distribution of Class A Shares                                              20
  Administration of the Fund                                                  20
    Administrative Services                                                   20
    Shareholder Services Plan                                                 21
    Other Payments to Financial Institutions                                  21
    Custodian                                                                 21
    Transfer Agent and Dividend
      Disbursing Agent                                                        22
    Legal Counsel                                                             22
    Independent Auditors                                                      22
   Brokerage Transactions                                                     22

SHAREHOLDER INFORMATION                                                       22
- ------------------------------------------------------
  Voting Rights                                                               22

TAX INFORMATION                                                               23
- ------------------------------------------------------
  Federal Income Tax                                                          23
  Pennsylvania Corporate and
    Personal Property Taxes                                                   24

PERFORMANCE INFORMATION                                                       24
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       25
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS--
  CLASS C SHARES                                                              26
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                             <C>        <C>
                                                        CLASS A SHARES
                                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..............................       4.50%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)...................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1)..............................................       0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable).......................................       None
Exchange Fee.............................................................................................       None

                                           ANNUAL CLASS A SHARES OPERATING EXPENSES
                                            (As a percentage of average net assets)
Management Fee...........................................................................................       0.59%
12b-1 Fee................................................................................................       None
Total Other Expenses.....................................................................................       0.25%
  Shareholder Services Fee (2)................................................................      0.04%
    Total Class A Shares Operating Expenses..............................................................       0.84%
</TABLE>

- ---------
(1)  Shareholders who purchased shares with the proceeds of a redemption of
     shares of a mutual fund sold with a sales    load     and not distributed 
     by Federated Securities Corp., prior to June 1, 1994, will be charged a
     contingent deferred sales charge by the Fund's distributor of .50 of 1% for
     redemptions made within one year of purchase. See "Contingent Deferred
     Sales Charge."

(2)  The maximum Shareholder Services Fee is 0.25%.

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS A SHARES OF THE FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN CLASS A SHARES" AND "FUND
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                      1 year       3 years      5 years     10 years
<S>                                                                        <C>          <C>          <C>          <C>
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of each time period.......   $       53   $       71   $       89   $      144
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The information set forth in the foregoing table and example relates only to
Class A Shares of the Fund. The Fund also offers two additional classes of
shares called Class B Shares and Class C Shares. Class A Shares, Class B Shares,
and Class C Shares are subject to certain of the same expenses. However, Class B
Shares are subject to a 12b-1 fee of 0.75% and a maximum contingent deferred
sales charge of    5.00%    , but are not subject to a sales load. Class C 
Shares are subject to a 12b-1 fee of 0.75% and a contingent deferred sales 
charge of 1.00%, but are not subject to a sales load. See "Other Classes of
Shares."


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994 is included in the Annual Report
dated March 31, 1994, which is incorporated by reference.

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                       MARCH 31,
                        1994       1993       1992       1991       1990       1989       1988       1987       1986       1985*
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $   11.62  $   10.98  $   10.61  $   10.47  $   10.26  $   10.03  $   10.80  $   10.51  $    8.91  $    8.51
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.66       0.66       0.67       0.71       0.72       0.72       0.73       0.75       0.80       0.40
- --------------------
 Net realized and
 unrealized
 gain/(loss)
 on investments           (0.40)      0.64       0.37       0.14       0.21       0.23      (0.77)      0.29       1.60       0.40
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from
 investment
 operations                0.26       1.30       1.04       0.85       0.93       0.95      (0.04)      1.04       2.40       0.80
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.66)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions             (0.02)    --         --         --         --         --         --         --         --         --
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total Distributions       (0.68)    (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END
OF PERIOD             $    11.20 $    11.62 $    10.98 $    10.61 $    10.47 $    10.26 $    10.03 $    10.80 $    10.51 $     8.91
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**            2.10%     12.13%     10.05%      8.42%      9.20%      9.76%    (0.17%)     10.28%     28.25%      9.49%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                 0.84%      0.80%      0.84%      0.89%      0.90%      0.95%      0.95%      0.95%      0.93%   1.04%(b)
- --------------------
 Net investment
 income                   5.59%      5.81%      6.17%      6.77%      6.80%      7.07%      7.28%      7.07%      8.39%   9.09%(b)
- --------------------
 Expense waiver/
 reimbursement(a)        --         --         --         --         --         --         --         --          0.23%   0.30%(b)
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)              $714,384   $706,126   $590,118   $511,611   $474,797   $440,445   $388,916   $424,655   $248,710   $105,664
- --------------------
 Portfolio turnover
 rate                     27%        13%         8%        45%        25%        58%        55%        13%         2%         1%
- --------------------

<CAPTION>
                      SEPT. 30,
                        1984
<S>                   <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $    9.20
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.80
- --------------------
 Net realized and
 unrealized
 gain/(loss)
 on investments           (0.69)
- --------------------  ---------
 Total from
 investment
 operations                0.11
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.80)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions            --
- --------------------  ---------
 Total Distributions       (0.80)
- --------------------  ---------
NET ASSET VALUE, END
OF PERIOD             $     8.51
- --------------------  ---------
TOTAL RETURN**            1.23%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                 1.14%
- --------------------
 Net investment
 income                   9.00%
- --------------------
 Expense waiver/
 reimbursement(a)         0.28%
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)               $47,652
- --------------------
 Portfolio turnover
 rate                     28%
- --------------------
</TABLE>

 * For the six months ended March 31, 1985. The Fund changed its fiscal year-end
   from September 30 to March 31, effective March 1, 1985.

** Based on net asset value which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a)This voluntary expense decrease is reflected in both the expense and net
   investment income ratios shown above.

(b)Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
Annual Report dated March 31, 1994, which can be obtained free of charge.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Fund was incorporated under the laws of the State of Maryland on September
10, 1976. The Fund's address is Liberty Center, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Fund to offer separate series of shares representing interests in separate
portfolios of securities. The shares in any one portfolio may be offered in
separate classes. With respect to this Fund, as of the date of this prospectus,
the Board of Directors ("Directors") has established three classes of shares,
known as Class A Shares, Class B Shares,and Class C Shares. This prospectus
relates only to the Class A Shares ("Shares") of the Fund.

Class A Shares of the Fund are designed primarily for individuals and
institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio primarily limited to municipal
bonds. A minimum initial investment of $500 is required.

Class A Shares are sold at net asset value plus an applicable sales    load
    and are redeemed at net asset value. However, a    contingent deferred
sales charge     is imposed on certain Shares. For a more complete description,
see "Redeeming Class A Shares."


LIBERTY FAMILY OF FUNDS
- --------------------------------------------------------------------------------

This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:

      American Leaders Fund, Inc., providing growth of capital and income
      through high-quality stocks;

      Capital Growth Fund, providing appreciation of capital primarily through
      equity securities;

      Fund for U.S. Government Securities, Inc., providing current income
      through long-term U.S. government securities;

      International Equity Fund, providing long-term capital growth and income
      through international securities;

      International Income Fund, providing a high level of current income
      consistent with prudent investment risk through high-quality debt
      securities denominated primarily in foreign currencies;

      Liberty Equity Income Fund, Inc., providing above-average income and
      capital appreciation through income producing equity securities;

      Liberty High Income Bond Fund, Inc., providing high current income through
      high-yielding, lower-rated corporate bonds;

      Liberty U.S. Government Money Market Trust, providing current income
      consistent with stability of principal through high-quality U.S.
      government securities;

      Liberty Utility Fund, Inc., providing current income and long-term growth
      of income, primarily through electric, gas, and communications utilities;

      Limited Term Fund, providing a high level of current income consistent
      with minimum fluctuation in principal value through investment grade
      securities;


      Limited Term Municipal Fund, providing a high level of current income
      exempt from federal regular income tax consistent with the preservation of
      principal, primarily limited to municipal securities;

      Michigan Intermediate Municipal Trust, providing current income exempt
      from federal regular income tax and the personal income taxes imposed by
      the state of Michigan and Michigan municipalities, primarily through
      Michigan municipal securities;

      Pennsylvania Municipal Income Fund, providing current income exempt from
      federal regular income tax and the personal income taxes imposed by the
      Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
      securities;

      Strategic Income Fund, providing a high level of current income, primarily
      through domestic and foreign corporate debt obligations;

      Tax-Free Instruments Trust, providing current income consistent with
      stability of principal and exempt from federal income tax, through
      high-quality, short-term municipal securities; and

      World Utility Fund, providing total return through securities issued by
      domestic and foreign companies in the utilities industries.

Prospectuses for these funds are available by writing to Federated Securities
Corp.

Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.

The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of a proven, professional investment adviser.

Shareholders of Class A Shares participating in The Liberty Account, are
designated as Liberty Life Members. Liberty Life Members are exempt from sales
   loads     on future purchases in and exchanges between the Class A Shares of
any funds in the Liberty Family of Funds, as long as they maintain a $500
balance in one of the Liberty Funds.

   Liberty Life Members are those individuals who previously invested in the
Fund through an agreement with the American Association of Retired Persons
("AARP") who promoted the Fund to its members. When these members initially
invested in the Fund, they did so at net asset value because the Fund did not
impose a sales load at that time. As the Fund's marketing efforts expanded, a
sales load was imposed upon investors who invested through broker/dealers, but
Liberty Life Members were still exempt from this sales load. The formal
agreement with AARP to promote the Fund's Class A Shares to its members no
longer exists, but Liberty Life Members are still exempt from the sales load
based on the former agreement. Liberty Life Membership is limited to current
Liberty Life Members and members of their immediate family, including their
children.    

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide for its shareholders a high
level of current income which is exempt from federal regular income tax.
Interest income of the Fund that is exempt from federal income tax retains its
tax-free status when distributed to the Fund's shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus. The
investment objective and the policies and limitations described below cannot be
changed without approval of shareholders.

INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
at least 65% of its portfolio in municipal bonds. Municipal bonds are debt
obligations issued by or on behalf of states, territories, and possessions of
the United States, including the District of Columbia, and their political
subdivisions, agencies, and instrumentalities, the interest from which is exempt
from federal regular income tax.

    CHARACTERISTICS.  The municipal bonds which the Fund buys have the same
    characteristics assigned by Moody's Investors Service, Inc. and Standard &
    Poor's Corporation to bonds of investment grade quality or better. However,
    the Fund is not restricted to buying rated securities. Medium investment
    grade quality bonds are rated A and Baa by Moody's or A and BBB by Standard
    & Poor's. In certain cases the Fund's adviser may choose bonds which are
    unrated if it judges the bonds to have the same characteristics as medium
    quality bonds (i.e., an adequate but not outstanding capacity to service
    their debt). Bonds rated "BBB" by Standard & Poor's or "Baa" by Moody's have
    speculative rated Changes in economic conditions or other circumstances are
    more likely to weaken capacity to make principal and interest payments than
    higher rated bonds.    If a high-rated bond loses its rating or has its
    rating reduced after the Fund has purchased it, the Fund is not required to
    drop the bond from the portfolio, but will consider doing so.     There is
    no limit to portfolio maturity. A description of the ratings categories is
    contained in the Appendix to the Statement of Additional Information.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase municipal
bonds on a when-issued or delayed delivery basis. In when-issued and delayed
delivery transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to complete the transaction may cause the Fund
to miss a price or yield considered to be advantageous. The Fund's investment
adviser has adopted an operating policy, which can be changed by the Board of
Directors, that investments in such securities will be limited to 20% of the
Fund's assets.

TEMPORARY INVESTMENTS.  The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular income tax. However, from
time to time on a temporary basis, or when the investment adviser determines
that market conditions call for a temporary defensive posture, the Fund may
invest in short-term tax-exempt or taxable temporary investments. These
temporary investments include: notes issued by or on behalf of municipal or
corporate issuers; obligations issued

or guaranteed by the U.S. government, its agencies, or instrumentalities; other
debt securities; commercial paper; certificates of deposit of banks; and
repurchase agreements (arrangements in which the organization selling the Fund a
bond or temporary investment agrees at the time of sale to repurchase it at a
mutually agreed upon time and price).

There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those it considers to
be of good quality. The Fund intends to invest no more than 20% of its assets in
temporary investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.

PORTFOLIO TURNOVER

Securities in the Fund's portfolio will be sold whenever the Fund's investment
adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. The adviser to the Fund does not anticipate that portfolio turnover
will result in adverse tax consequences. Any such trading will increase the
Fund's portfolio turnover rate and transaction costs.

MUNICIPAL BONDS

Municipal bonds are generally issued to finance public works, such as airports,
bridges, highways, housing, hospitals, mass transportation projects, schools,
streets, and water and sewer works. They are also issued to repay outstanding
obligations, to raise funds for general operating expenses, and to make loans to
other public institutions and facilities.

Municipal bonds include industrial development bonds issued by or on behalf of
public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The availability
of this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's pledge
of its full faith and credit and taxing power for the payment of principal and
interest. Interest on and principal of revenue bonds, however, are payable only
from the revenue generated by the facility financed by the bond or other
specified sources of revenue. Revenue bonds do not represent a pledge of credit
or create any debt of or charge against the general revenues of a municipality
or public authority. Industrial development bonds are typically classified as
revenue bonds.

Municipal bonds may carry fixed, floating or inverse floating rates of interest.
Fixed rate bonds bear interest at the same rate from issuance until maturity.
The interest rate on floating rate bonds is subject to adjustment based upon
changes in market interest rates or indices, such as a bank's prime rate or a
published market index. The interest rate may be adjusted at specified intervals
or immediately upon any change in the applicable index rate. The interest rate
for most floating rate bonds varies directly with changes in the index rate, so
that the market value of the bond will approximate its stated value at the time
of each adjustment. However, inverse floating rate bonds have interest rates
that vary inversely with changes in the applicable index rate, such that the
bond's interest rate rises when market interest rates fall and fall when market
rates rise. The market value of floating rate bonds is less sensitive than fixed
rate bonds to changes in market interest rates. In contrast, the market value of
inverse floating rate bonds is more sensitive to market rate changes than fixed
or floating rate bonds. The affect of market rate changes on bonds depends upon
a variety of factors, including market expectations as to future changes in
interest rates and, in the case of floating and inverse floating rate bonds, the
frequency with which the interest rate is adjusted and the multiple of the index
rate used in making the adjustment.

Most municipal bonds pay interest in arrears on a semiannual or more frequent
basis. However, certain bonds, variously known as capital appreciation bonds or
zero coupon bonds, do not provide for any interest payments prior to maturity.
Such bonds are normally sold at a discount from their stated value, or provide
for periodic increases in their stated value to reflect a compounded interest
rate. The market value of these bonds is also more sensitive to changes in
market interest rates than bonds that provide for current interest payments.

The Fund does not intend to purchase securities if, as a result of such
purchase, more than 25% of the value of its total assets would be invested in
the securities of governmental subdivisions located in any one state, territory,
or possession of the United States.

The Fund will not invest    25% or more     of its total assets in any one
industry. Governmental issuers of municipal securities are not considered part
of any "industry." However, municipal securities backed only by the assets and
revenues of nongovernmental users may, for this purpose, be deemed to be related
to the industry in which such nongovernmental users engage, and the 25%
limitation would apply to such obligations. It is nonetheless possible that the
Fund may invest more than 25% of its assets in a broader segment of the
municipal securities market, such as revenue obligations of hospitals and other
health care facilities, housing agency revenue obligations or airport revenue
obligations. This would be the case only if the Fund determines that the yields
available from obligations in a particular segment of the market justified the
additional risks associated with a large investment in such segment. Although
such obligations could be supported by the credit of governmental users or by
the credit of nongovernmental users engaged in a number of industries, economic,
business, political and other developments generally affecting the revenues of
such users (for example, proposed legislation or pending court decisions
affecting the financing of such projects and market factors affecting the demand
for their services or products) may have a general adverse effect on all
municipal securities in such a market segment. The Fund reserves the right to
invest more than 25% of its assets in industrial development bonds or private
activity bonds or in securities of issuers located in the same state, however,
it has no present intention to do so.

INVESTMENT RISKS

Yields on municipal bonds depend on a variety of factors, including: the general
conditions of the money market and the taxable and municipal bond markets; the
size of the particular offering; the maturity of the obligations; and the rating
of the issue. The ability of the Fund to achieve its investment objective also
depends on the continuing ability of the issuers of municipal bonds to meet
their obligations for the payment of interest and principal when due. The prices
of municipal bonds fluctuate inversely in relation to the direction of interest
rates. The prices of longer term bonds fluctuate more widely in response to
market interest rate changes.


INVESTMENT LIMITATIONS

The Fund will not:

      borrow money or pledge securities except, under certain circumstances, the
      Fund may borrow up to one-third of the value of its total assets and
      pledge up to 10% of the value of those assets to secure such borrowings;

      invest more than 5% of its total assets in securities of one issuer
      (except cash and cash items and U.S. government obligations); or

      invest more than 10% of its total assets in municipal bonds subject to
      legal or contractual restrictions on resale, including repurchase
      agreements maturing in more than seven days.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, can be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

The Fund will not:

      invest more than 5% of its total assets in securities of issuers that have
      records of less than three years of continuous operations; or

      invest more than 10% of its net assets in illiquid securities, including
      restricted securities which the adviser believes cannot be sold within
      seven days and repurchase agreements maturing in more than seven days.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per Share fluctuates. The net asset value for
Shares is determined by adding the interest of the Class A Shares in the market
value of all securities and other assets of the Fund, subtracting the interest
of the Class A Shares in the liabilities of the Fund and those attributable to
the Class A Shares, and dividing the remainder by the total number of Class A
Shares outstanding. The net asset value for Class A Shares may differ from that
of Class B Shares and    Class C     Shares due to the variance in daily net
income realized by each class. Such variance will reflect only accrued net
income to which the shareholders of a particular class are entitled.

INVESTING IN CLASS A SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

   Shares are sold on days on which the New York Stock Exchange is open. Shares
may be purchased through a financial institution which has a sales agreement
with the distributor, or directly from the distributor, Federated Securities
Corp. once an account has been established. In connection with the sale of
shares, Federated Securities Corp. may, from time to time, offer certain items
of nominal value to any shareholder or investor. The Fund reserves the right to
reject any purchase request.    


   THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial
institution (such as a bank or an investment dealer) to place an order to
purchase Shares. Orders 
    
   placed     through a financial institution are
considered received when the Fund is notified of the purchase order or when
converted into Federal funds. Purchase orders through a registered broker/dealer
must be received by the broker before 4:00 p.m. (Eastern time) and must be
transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in order
for shares to be purchased at that day's price. Purchase orders through other
financial institutions must be received by the financial institution and
transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares to
be purchased at that day's price. It is the financial institution's
responsibility to transmit orders promptly.

DIRECTLY FROM THE DISTRIBUTOR.  An investor may place an order to purchase
Shares directly from Federated Securities Corp. once an account has been
established. To do so:

      complete and sign the new account form available from the Fund;

      enclose a check made payable to Liberty Municipal Securities Fund,
      Inc.--Class    A     Shares; and

      mail both to Federated Services Company, P.O. Box 8604, Boston,
         Massachusetts     02266-8604.

Orders by mail are considered received after payment by check is converted by
the transfer agent's bank, State Street Bank and Trust Company ("State Street
Bank"), into federal funds. This is generally the next business day after State
Street Bank receives the check.

   To purchase Shares directly from the distributor by wire, once an account has
been established, call the Fund. All information needed will be taken over the
telephone, and the order is considered received when State Street Bank receives
payment by wire. Federal funds should be wired as follows: Federated Services
Company, c/o State Street Bank and Trust Company, Boston, Massachusetts 02105;
Attention: Mutual Fund Servicing Division; For Credit to: Liberty Municipal
Securities Fund, Inc.--Class A Shares; Title or Name of Account; Wire Order
Number and/or Account Number. Shares cannot be purchased by wire on Columbus
Day, Veteran's Day or Martin Luther King Day.    

MINIMUM INVESTMENT REQUIRED

   The minimum initial investment in Class A Shares of the Fund is $500.
Subsequent investments must be in amounts of at least $100.    

WHAT SHARES COST

   Shares are sold at their net asset value next determined after an order is
received, plus a sales load as follows:    

<TABLE>
<CAPTION>
                                                  SALES LOAD AS                  SALES LOAD AS
                                                 A PERCENTAGE OF                A PERCENTAGE OF
         AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE           NET AMOUNT INVESTED
<S>                                       <C>                            <C>
Less than $100,000                                           %     4.50                     %     4.71
$100,000 but less than $250,000                              %     3.75                     %     3.90
$250,000 but less than $500,000                              %     2.50                     %     2.56
$500,000 but less than $750,000                              %     2.00                     %     2.04
$750,000 but less than $1 million                            %     1.00                     %     1.01
$1 million or more                                           %     0.00                     %     0.00
</TABLE>

   The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; or (iii) the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Liberty Life Members are exempt from sales loads.

No sales load is imposed for Fund shares purchased through bank trust
departments, or investment advisers registered under the Investment Advisers Act
of 1940. However, investors who purchase Shares through a trust department,
investment adviser may be charged an additional service fee by that institution.

DEALER CONCESSION.  For sales of Shares a dealer will normally receive up to 90%
of the applicable sales load. Any portion of the sales load which is not paid to
the dealer will be retained by the distributor. However, the distributor may
offer to pay dealers up to 100% of the sales load retained by it. Such payments
may take the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at
recreational-type facilities, or items of material value. In some instances,
these incentives will be made available only to dealers whose employees have
sold or may sell significant amount of Shares. On purchases of $1 million or
more, the investor pays no sales load; however, the distributor will make twelve
monthly payments to the dealer totaling 0.25% of the public offering price over
the first year of the purchase. Such payments are based on the original purchase
price of Shares outstanding at each month end.

The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.


REDUCING THE SALES LOAD

The sales load can be reduced on the purchase of Shares through:    

      quantity discounts and accumulated purchases;

      signing a 13-month letter of intent;

      using the reinvestment privilege;

      purchases with proceeds from redemptions of unaffiliated mutual fund
      shares; or

      concurrent purchases.

   QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales load paid. The Fund will combine purchases of
Shares made on the same day by the investor, the investor's spouse, and the
investor's children under age 21 when it calculates the sales load. In addition,
the sales load, if applicable, is reduced for purchases made at one time by a
trustee or fiduciary for a single trust estate or a single fiduciary account.

If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $90,000 and he
purchases $10,000 more at the current public offering price, the sales load on
the additional purchase according to the schedule now in effect would be 3.75%,
not 4.50%.

To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Shares are already owned or that purchases are being
combined. The Fund will reduce the sales load after it confirms the purchases.

LETTER OF INTENT.  If a shareholder intends to purchase at least $100,000 of
Shares in the funds in the Liberty Family of Funds over the next 13 months, the
sales load may be reduced by signing a letter of intent to that effect. This
letter of intent includes a provision for a sales load adjustment depending on
the amount actually purchased within the 13-month period and a provision for the
custodian to hold 4.5% of the total amount intended to be purchased in escrow
(in shares) until such purchase is completed.

The 4.5% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed Shares may be
redeemed in order to realize the difference in the sales load.

This letter of intent will not obligate the shareholder to purchase Shares, but
if he does, each purchase during the period will be at the sales load applicable
to the total amount intended to be purchased. This letter may be dated as of a
prior date to include any purchases made within the past 90 days towards the
dollar fulfillment of the letter of intent. Prior trade prices will not be
adjusted.

REINVESTMENT PRIVILEGE.  If Shares in the Fund have been redeemed, the
shareholder has a one-time right, within 120 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales load.
Federated Securities Corp. must be notified by the shareholder in writing or by
his financial institution of the reinvestment in order to eliminate a sales
load. If the shareholder redeems his Shares in the Fund, there may be tax
consequences.


PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
Investors may purchase Shares at net asset value, without a sales load, with the
proceeds from the redemption of shares of an investment company which were sold
with a sales load or commission and were not distributed by Federated Securities
Corp. (This does not include shares of a mutual fund which were or would be
subject to a contingent deferred sales charge upon redemption.) The purchase
must be made within 60 days of the redemption, and Federated Securities Corp.
must be notified by the investor in writing, or by his financial institution, at
the time the purchase is made.

CONCURRENT PURCHASES.  For purposes of qualifying for a sales load reduction, a
shareholder has the privilege of combining concurrent purchases of two or more
funds in the Liberty Family of Funds, the purchase price of which includes a
sales load. For example, if a shareholder concurrently invested $30,000 in one
of the other Liberty Funds with a sales load, and $70,000 in this Fund, the
sales load would be reduced.

To receive this sales load reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will reduce the sales load
after it confirms the purchases.    

SYSTEMATIC INVESTMENT PROGRAM

   Once a Fund account has been opened, shareholders may add to their investment
on a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined after an order is
received by the Fund, plus the applicable sales load. A shareholder may apply
for participation in this program through his financial institution or directly
through the Fund.    

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a Share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

   Dividends are declared daily and paid monthly. Distributions of any net
realized long-term capital gains will be made at least once every twelve months.
Dividends and distributions are automatically reinvested on payment dates in
additional Shares of the Fund at ex-dividend date net asset value without a
sales load, unless shareholders request cash payments on a new account form or
by writing to the transfer agent.    

Shares purchased through a financial institution, for which payment by wire is
received by the transfer agent on the business day following the order, begin to
earn dividends on the day the wire payment is received. Otherwise, shares
purchased by wire begin to earn dividends on the business day after wire payment
is received by the transfer agent. Shares purchased by mail, or through a
financial institution, if the financial institution's payment is by check, begin
to earn dividends on the second business day after the check is received by the
transfer agent.


Shares earn dividends through the business day that proper written redemption
instructions are received by the transfer agent.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

   Class A shareholders may exchange all or some of their Shares for Class A
Shares of other funds in the Liberty Family of Funds at net asset value.
Shareholders of Class A Shares may also exchange into certain funds which are
advised by subsidiaries or affiliates of Federated Investors ("Federated Funds")
which are sold with a sales load different from that of the Fund's or with no
sales load. These exchanges are made at net asset value plus the difference
between the Fund's sales load already paid and any sales load of the Federated
Fund into which the Shares are to be exchanged, if higher. Neither the Fund nor
any of the funds in the Liberty Family of Funds imposes any additional fees on
exchanges. Shareholders in certain other Federated Funds may exchange their
shares in the Federated Funds for Class A Shares.

REDUCED SALES LOAD

If a shareholder making such an exchange qualifies for a reduction of the sales
load, Federated Securities Corp. must be notified in writing by the shareholder
or by his financial institution.    

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.

This privilege is available to shareholders resident in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in Class A Shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.

Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds or certain Federated Funds are available by contacting the Fund.

TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, capital gain or loss may be
realized.

MAKING AN EXCHANGE

   Instructions for exchanges for the Liberty Family of Funds or certain
Federated Funds may be given in writing or by telephone. Written instructions
may require a signature guarantee. Shareholders of the Fund may have difficulty
in making exchanges by telephone through brokers and other financial
institutions during times of drastic economic or market changes. If a
shareholder cannot contact his broker or financial institution by telephone, it
is recommended that an exchange request be made in writing and sent by overnight
mail to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604.    

TELEPHONE INSTRUCTIONS.  Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor is
on file with the Fund. Telephone exchange instructions may be recorded. If the
instructions are given by a broker, a telephone authorization form completed by
the broker must be on file with the Fund. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions may be recorded. Such instructions will be
processed as of 4:00 p.m. (Eastern time) and must be received by the Fund before
that time for Shares to be exchanged the same day. Shareholders exchanging into
a Fund will not receive any dividend that is payable to shareholders of record
on that date. This privilege may be modified or terminated at any time.

REDEEMING CLASS A SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemptions can be made through a financial institution or directly
from the Fund. Redemption requests must be received in proper form.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares of the Fund by calling his financial institution
(such as a bank or an investment dealer) to request the redemption. Shares will
be redeemed at the net asset value, less any applicable contingent deferred
sales charge, next determined after the Fund receives the redemption request
from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for Shares to be redeemed at that day's net asset value. Redemption
requests through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 p.m. (Eastern time) in order
for Shares to be redeemed at that day's net asset value. The financial
institution is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund. The financial
institution may charge customary fees and commissions for this service.

DIRECTLY FROM THE FUND

   BY TELEPHONE.  Shareholders who have not purchased Shares through a financial
institution may redeem their Shares by telephoning the Fund. Telephone
redemption instructions may be recorded. The proceeds will be mailed to the
shareholder's address of record or wire transferred to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System,
normally within one business day, but in no event longer than seven days after
the request. The minimum amount for a wire transfer is $1,000. If at any time,
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty redeeming by telephone. If such a case should occur, another method
of redemption should be considered.

BY MAIL.  Any shareholder may redeem Shares by sending a written request to
Federated Services Company, P.O. Box 8604, Boston Massachusetts 02266-8604. The
written request should include the shareholder's name, the Fund name and class
designation, the account number, and the Share or dollar amount requested, and
should be signed exactly as Shares are registered.    

If Share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders should call the Fund for assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

      a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF"), which is administered by the Federal Deposit
      Insurance Corporation ("FDIC");

      a member of the New York, American, Boston, Midwest, or Pacific Stock
      Exchange;

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

      any other "eligible guarantor institution," as defined in the Securities
      Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

CONTINGENT DEFERRED SALES CHARGE

   Shareholders who purchased Shares with the proceeds of a redemption of shares
of a mutual fund sold with a sales load and not distributed by Federated
Securities Corp. prior to June 1, 1994, will be charged a contingent deferred
sales charge by the Fund's distributor of 0.50 of 1% for redemptions made within
one year of purchase. Purchases under the program made after that date will not
be subject to any type of contingent deferred sales charge. The contingent
deferred sales charge will be calculated based upon the lesser of the original
purchase price of the shares or the net asset value of the Shares when
redeemed.    

The contingent deferred sales charge will not be imposed on Shares acquired
through reinvestment of dividends or distributions of long-term capital gains.
Redemptions are deemed to have occurred in the following order: (i) Shares
acquired through the reinvestment of dividends and long-term capital gains, (ii)
purchases of Shares occurring more than one year before the date of redemption,
(iii) purchases of Shares within the previous year without the use of redemption
proceeds as described above, and (iv) purchases of Shares within the previous
year through the use of redemption proceeds as described above.

A contingent deferred sales charge will not be charged in connection with
exchanges of Shares for Class A Shares in other Liberty Family Funds or in
connection with redemptions by the Fund of accounts with low balances.

SYSTEMATIC WITHDRAWAL PROGRAM

   Shareholders who desire to receive payments of a predetermined amount not
less than $100 may take advantage of the Systematic Withdrawal Program. Under
this program, Shares are redeemed to provide for periodic withdrawal payments in
an amount directed by the shareholder. Depending upon the amount of the
withdrawal payments, the amount of dividends paid and capital gains
distributions with respect to Shares, and the fluctuation of the net asset value
of Shares redeemed under this program, redemptions may reduce, and eventually
deplete, the shareholder's investment in the Fund. For this reason, payments
under this program should not be considered as yield or income on the
shareholder's investment in the Fund. To be eligible to participate in this
program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through his financial
institution. Due to the fact that Shares are sold with a sales load, it is not
advisable for shareholders to be purchasing Shares while participating in this
program.    


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $500. This requirement
does not apply, however, if the balance falls below $500 because of changes in
the Fund's net asset value. Before Shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
Shares to meet the minimum requirement.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS.  The Fund is managed by a Board of Directors. The Directors
are responsible for managing the Fund's business affairs and for exercising all
of the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.


OFFICERS AND DIRECTORS.  Officers and Directors are listed with their addresses,
principal occupations, and present positions, including any affiliation with
Federated Advisers, Federated Investors, Federated Securities Corp., Federated
Services Company, Federated Administrative Services, and the Funds (as defined
in the Combined Statement of Additional Information).

<TABLE>
<CAPTION>
                                  POSITIONS WITH
NAME AND ADDRESS                     THE FUND       PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
<S>                             <C>                 <C>
John F. Donahue*\               Chairman and        Chairman and Trustee, Federated Investors; Chairman and
Federated Investors             Director            Trustee, Federated Advisers, Federated Management, and
Tower                                               Federated Research; Director, AEtnaLife and Casualty
Pittsburgh, PA                                      Company; Chief Executive Officer and Director, Trustee, or
                                                    Managing General Partner of the Funds; formerly, Director,
                                                    The Standard Fire Insurance Company. Mr. Donahue is the
                                                    father of J. Christopher Donahue, President and Director of
                                                    the Fund.

John T. Conroy, Jr.             Director            President, Investment Properties Corporation; Senior
Wood/IPC Commercial                                 Vice-President, John R. Wood and Associates, Inc., Realtors;
Department                                          President, Northgate Village Development Corporation;
John R. Wood and                                    General Partner or Trustee in private
Associates, Inc.,                                   real estate ventures in Southwest Florida; Director,
Realtors                                            Trustee, or Managing General Partner of the Funds; formerly,
3255 Tamiami Trail North                            President, Naples Property Management, Inc.
Naples, FL

William J. Copeland             Director            Director and Member of the Executive Committee, Michael
One PNC Plaza--                                     Baker, Inc.; Director, Trustee, or Managing General Partner
23rd Floor                                          of the Funds; formerly, Vice Chairman and Director, PNC
Pittsburgh, PA                                      Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
                                                    Inc.

James E. Dowd                   Director            Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
571 Hayward Mill Road                               Director, Trustee, or Managing General Partner of the Funds;
Concord, MA                                         formerly, Director, Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D.         Director            Hematologist, Oncologist, and Internist, Presbyterian and
3471 Fifth Avenue                                   Montefiore Hospitals; Clinical Professor of Medicine and
Suite 1111                                          Trustee, University of Pittsburgh; Director, Trustee, or
Pittsburgh, PA                                      Managing General Partner of the Funds.

Edward L. Flaherty, Jr.\        Director            Attorney-at-law; Partner, Meyer and Flaherty; Director,
5916 Penn Mall                                      Eat'N Park Restaurants, Inc., and Statewide Settlement
Pittsburgh, PA                                      Agency, Inc.; Director, Trustee, or Managing General Partner
                                                    of the Funds; formerly, Counsel, Horizon Financial, F.A.,
                                                    Western Region.

Peter E. Madden                 Director            Consultant; State Representative, Commonwealth
225 Franklin Street                                 of Massachusetts; Director, Trustee, or Managing General
Boston, MA                                          Partner of the Funds; formerly, President, State Street Bank
                                                    and Trust Company and State Street Boston Corporation and
                                                    Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer                 Director            Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
5916 Penn Mall                                      Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.;
Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                    formerly, Vice Chairman, Horizon Financial, F.A.

Wesley W. Posvar                Director            Professor, Foreign Policy and Management Consultant;
1202 Cathedral of                                   Trustee, Carnegie Endowment for International Peace, RAND
Learning                                            Corporation, Online Computer Library Center, Inc., and U.S.
University of Pittsburgh                            Space Foundation; Chairman, Czecho Slovak Manangement
Pittsburgh, PA                                      Center; Director, Trustee, or Managing General Partner of
                                                    the Funds; President Emeritus, University of Pittsburgh;
                                                    formerly, Chairman, National Advisory Council for Environ-
                                                    mental Policy and Technology.

Marjorie P. Smuts               Director            Public relations/marketing consultant; Director, Trustee, or
4905 Bayard Street                                  Managing General Partner of the Funds.
Pittsburgh, PA

   J. Christopher Donahue*      President and       President and Trustee, Federated Investors; Trustee and
Federated Investors             Director            President, Federated Advisers, Federated Management, and
Tower                                               Federated Research; Director and President, Federated
Pittsburgh, PA                                      Research Corp.; President, Passport Research, Ltd.; Trustee,
                                                    Federated Administrative Services, Federated Services
                                                    Company, and Federated Shareholder Services; President or
                                                    Vice President of the Funds; Director, Trustee, or Managing
                                                    General Partner of some of the Funds. Mr. Donahue is the son
                                                    of John F. Donahue, Chairman and Director of the Fund.    

Richard B. Fisher               Vice President      Executive Vice President and Trustee, Federated Investors;
Federated Investors                                 Chairman and Director, Federated Securities Corp.; President
Tower                                               or Vice President of the Funds; Director or Trustee of some
Pittsburgh, PA                                      of the Funds.

Edward C. Gonzales*             Vice President and  Vice President, Treasurer, and Trustee, Federated In-
Federated Investors             Treasurer           vestors; Vice President and Treasurer, Federated Advisers,
Tower                                               Federated Management, and Federated Research; Executive Vice
Pittsburgh, PA                                      President, Treasurer, and Director, Federated Securities
                                                    Corp.; Trustee, Federated Services Company, Chairman,
                                                    Treasurer, and Trustee, Federated Administrative Services;
                                                    Trustee or Director of some of the Funds; Vice President and
                                                    Treasurer of the Funds.

John W. McGonigle               Vice President and  Vice President, Secretary, General Counsel, and Trustee,
Federated Investors             Secretary           Federated Investors; Vice President, Secretary, and Trustee,
Tower                                               Federated Advisers, Federated Management, and Federated
Pittsburgh, PA                                      Research; Trustee, Federated Services Company, Executive
                                                    Vice President, Secretary, and Trustee, Federated
                                                    Administrative Services; Director and Executive Vice
                                                    President, Federated Securities Corp.; Vice President and
                                                    Secretary of the Funds.
</TABLE>

   *This Director is deemed to be an "interested person" of the Fund as
    defined in the Investment Company Act of 1940, as amended.    

\Member of the Fund's Executive Committee. The Executive Committee of the Board
 of Directors handles the responsibilites of the Board of Directors between
 meetings of the Board.

Officers and Directors own less than 1% of the Fund's outstanding shares.

   INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Advisers (the "Adviser"), the Fund's investment adviser, subject to direction by
the Directors. The adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.    

     ADVISORY FEES.  The Fund's adviser receives an annual investment advisory
     fee equal to .30 of 1% of the Fund's average daily net assets, plus 4.5% of
     the Fund's annual gross income (excluding any capital gains or losses.) The
     adviser may voluntarily choose to waive a portion of its fee or reimburse
     the Funds for certain operating expenses. The adviser can terminate this
     voluntary waiver of its advisory fee at any time at its sole discretion.
     The adviser has also undertaken to reimburse the Fund for operating
     expenses in excess of limitations established by certain states.

     ADVISER'S BACKGROUND.  Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Advisers and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

     Jonathan C. Conley has been the Fund's portfolio manager since October,
     1984. Mr. Conley joined Federated Investors in 1979 and has been a Vice
     President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Virginia.

   
    

DISTRIBUTION OF CLASS A SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services)

necessary to operate the Fund. Federated Administrative Services provides these
at an annual rate which relates to the average aggregate daily net assets of all
Federated Funds as specified below:

<TABLE>
<CAPTION>
                                           AVERAGE AGGREGATE DAILY NET ASSETS
     MAXIMUM ADMINISTRATIVE FEE                  OF THE FEDERATED FUNDS
<S>                                   <C>
          0.15 of 1%                    on the first $250 million
          0.125 of 1%                   on the next $250 million
          0.10 of 1%                    on the next $250 million
          0.075 of 1%                   on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan") under which it may make payments up to 0.25 of 1% of the
average daily net assets of the Class A Shares to obtain certain personal
services for shareholders and the maintenance of shareholder accounts
("shareholder services"). The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which Federated Shareholder Services will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the capacities described above or should
Congress relax current restrictions on depository institutions, the Directors
will consider appropriate changes in the services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from the interpretations
given to the Glass-Steagall Act and, therefore, banks and financial institutions
may be required to register as dealers pursuant to state laws.

   OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  The distributor may offer to pay a
fee from its own assets to financial institutions as financial assistance for
providing substantial marketing and sales support. The support may include
sponsoring sales, educational and training seminars for their employees,
providing sales literature, and engineering computer software programs that
emphasize the attributes of the Fund. Such assistance will be predicated upon
the amount of Shares the financial institution sells or may sell, and/or upon
the type and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Fund's investment adviser or affiliates.    

CUSTODIAN.  State Street Bank and Trust Company, Box 8604, Boston, Massachusetts
02266-8604, is custodian for the securities and cash of the Fund.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8604, Boston, Massachusetts 02266-8604 is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.

   LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly,
2510 Centre City Tower, Pittsburgh, Pennsylvania 15222, and Dickstein, Shapiro &
Morin, L.L.P., 2101 L Street, N.W., Washington, D.C. 20037.    

INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche, 125 Summer Street, Boston, Massachusetts 02110.

   BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling Shares of the Fund and other funds
distributed by Federated Securities Corp. The Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Board of Directors.    

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each Share gives the shareholder one vote in Director elections and other
matters submitted to shareholders for vote. All shares of each portfolio or
class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only shares of that portfolio or class are
entitled to vote.

As a Maryland corporation, the Fund is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in the
Fund's operation and for the election of Directors under certain circumstances.

Directors may be removed by a two-thirds vote of the number of Directors prior
to such removal or by a two-thirds vote of the shareholders as a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Fund's
outstanding shares of all series entitled to vote.


TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

Shareholders are not required to pay federal income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds. However, under the Tax Reform Act of 1986, dividends representing net
interest income earned on some municipal bonds may be included in calculating
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.

The alternative minimum tax, equal to up to 28% of alternative minimum taxable
income for individuals and 20% for corporations, applies when it exceeds the
regular tax for the taxable year. Alternative minimum taxable income is equal to
the regular taxable income of the taxpayer increased by certain "tax preference"
items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item. Unlike traditional
governmental purpose municipal bonds, which finance roads, schools, libraries,
prisons, and other public facilities, private activity bonds provide benefits to
private parties. The Fund may purchase all types of municipal bonds, including
private activity bonds. Thus, should it purchase any such bonds, a portion of
the Fund's dividends may be treated as a tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
Distributions representing net long-term capital gains realized by the Fund, if
any, will be taxable as long-term capital gains regardless of the length of time
shareholders have held their Shares.

These tax consequences apply whether dividends are received in cash or as
additional Shares. Information on the tax status of dividends and distributions
is provided annually.


PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston & Donnelly, counsel to the Fund:

      the Fund is subject to the Pennsylvania corporate franchise tax; and

      Fund shares are exempt from personal property taxes imposed by counties,
      municipalities, and school districts in Pennsylvania.

Distributions representing net interest received on tax-exempt municipal
securities are not necessarily free from income taxes of any state or local
taxing authority. State laws differ on this issue and shareholders are urged to
consult their own tax advisers.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return, yield, and
tax-equivalent yield for Class A Shares.

Total return represents the change, over a specified period of time, in the
value of an investment in Class A Shares after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.

   The yield of Class A Shares is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by Class A Shares over a thirty-day period by the maximum offering price per
share of Class A Shares on the last day of the period. This number is then
annualized using semi-annual compounding. The tax-equivalent yield of Class A
Shares is calculated similarly to the yield but is adjusted to reflect the
taxable yield that Class A Shares would have had to earn to equal its actual
yield, assuming a specific tax rate. The yield and the tax-equivalent yield do
not necessarily reflect income actually earned by Class A Shares and therefore,
may not correlate to the dividends or other distributions paid to
shareholders.    

The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return, yield, and tax-equivalent yield.

   Total return, yield and tax-equivalent yield will be calculated separately
for Class A Shares, Class B Shares, and Class C Shares. Because Class B Shares
and Class C Shares are subject to Rule 12b-1 fees and Shareholder Services Fees,
the yield and tax-equivalent yield for Class A Shares, for the same period, may
exceed that of Class B Shares and Class C Shares. Depending on the dollar amount
invested, and the time period for which any particular class of shares is held,
the total return for any particular class may exceed that of another.    

From time to time the Fund may advertise the performance of Class A Shares,
Class B Shares, and Class C Shares using certain financial publications and/or
compare the performance of Class A Shares, Class B Shares, and Class C Shares to
certain indices.


OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund currently offers Class A Shares, Class B Shares, and Class C Shares.

   Class B Shares are sold primarily to customers of financial institutions
subject to certain contingent deferred sales charges. Class B Shares are
distributed pursuant to a 12b-1 Plan adopted by the Fund whereby the distributor
is paid a fee up to 0.75 of 1%. The Fund has also adopted a Shareholder Services
Fee of up to 0.25 of 1% of the Class B Shares' average daily net assets with
respect to Class B Shares. Investments in Class B Shares are subject to a
minimum initial investment of $1,500.

Class C Shares are sold primarily to customers of financial institutions at net
asset value with no initial sales load; however, Class C Shares are subject to a
contingent deferred sales charge of up to 1.00%. Class C Shares are distributed
pursuant to a Rule 12b-1 Plan adopted by the Fund whereby the distributor is
paid a fee of up to 0.75 of 1% in addition to a Shareholder Services Fee of up
to 0.25 of 1% of the Class C Shares' average daily net assets. Investments in
Class C Shares are subject to a minimum initial investment of $1,500.

The amount of dividends payable to Class A Shares may generally exceed that of
Class B Shares and Class C Shares by the difference between Class Expenses borne
by shares of each respective class.    

The stated advisory fee is the same for all classes of shares.


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994 is included in the Annual Report
dated March 31, 1994, which is incorporated by reference.

<TABLE>
<CAPTION>
                                                                                                  PERIOD ENDED
                                                                                                 MARCH 31, 1994*
<S>                                                                                            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $         11.70
- ---------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------------------------
Net investment income                                                                                         0.52
- ---------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments                                                       (0.48)
- ---------------------------------------------------------------------------------------------  -------------------
  Total from investment operations                                                                            0.04
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income                                                         (0.52)
- ---------------------------------------------------------------------------------------------
  Distributions to shareholders from net realized gain
  on investment transactions                                                                                 (0.02)
- ---------------------------------------------------------------------------------------------  -------------------
TOTAL DISTRIBUTIONS                                                                                          (0.54)
- ---------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, END OF PERIOD                                                                     $         11.20
- ---------------------------------------------------------------------------------------------  -------------------
TOTAL RETURN**                                                                                               0.17%
- ---------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------------------
  Expenses                                                                                                   1.80%(a)
- ---------------------------------------------------------------------------------------------
  Net investment income                                                                                      4.70%(a)
- ---------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                          $        22,066
- ---------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                      27%
- ---------------------------------------------------------------------------------------------
</TABLE>

 *   Reflects operations for the period from April 20, 1993 (date of initial
     public offering) to
     March 31, 1994.

 **  Based on net asset value which does not reflect the sales load or
     contingent deferred sales charge, if applicable.

 (a) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.



LIBERTY MUNICIPAL
SECURITIES FUND, INC.
CLASS A SHARES
PROSPECTUS

An Open-End, Diversified
Management Investment Company
   July 31, 1994    

[LOGO] FEDERATED SECURITIES CORP.
       ---------------------------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS
       LIBERTY CENTER
       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       530900109
       8051601A-A (7/94)    



DOCUMENT DESCRIPTION
DOCUMENT TYPE
COUNT 29
LIBERTY MUNICIPAL SECURITIES FUND, INC.
CLASS B SHARES

PROSPECTUS

The Class B Shares of Liberty Municipal Securities Fund, Inc. (the "Fund")
represent interests in an open-end, diversified management investment company (a
mutual fund) with an investment objective of providing its shareholders a high
level of current income which is exempt from federal regular income tax by
investing in a professionally managed, diversified portfolio primarily limited
to municipal bonds.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains the information you should read and know before you
invest in the Class B Shares of the Fund. Keep this prospectus for future
reference.

   
The Fund has also filed a Combined Statement of Additional Information for Class
A Shares, Class B Shares, and Class C Shares dated July 31, 1994, with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information or make inquiries about the Fund, contact your financial
institution.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
Prospectus dated July 31, 1994
    


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

GENERAL INFORMATION                                                            2
- ------------------------------------------------------

LIBERTY FAMILY OF FUNDS                                                        2
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------
  Investment Objective                                                         3
  Investment Policies                                                          3
    Acceptable Investments                                                     3
      Characteristics                                                          4
    When-Issued and Delayed Delivery
      Transactions                                                             4
    Temporary Investments                                                      4
  Portfolio Turnover                                                           4
  Municipal Bonds                                                              5
  Investment Risks                                                             6
  Investment Limitations                                                       6

NET ASSET VALUE                                                                7
- ------------------------------------------------------

INVESTING IN CLASS B SHARES                                                    7
- ------------------------------------------------------
  Share Purchases                                                              7
    Through a Financial Institution                                            7
    Directly from the Distributor                                              8
  Minimum Investment Required                                                  8
  What Shares Cost                                                             8
    Conversion of Class B Shares                                               8
  Systematic Investment Program                                                9
  Certificates and Confirmations                                               9
  Dividends and Distributions                                                  9

EXCHANGE PRIVILEGE                                                            10
- ------------------------------------------------------
  Requirements for Exchange                                                   10
  Tax Consequences                                                            10
  Making an Exchange                                                          10
    Telephone Instructions                                                    10

REDEEMING CLASS B SHARES                                                      11
- ------------------------------------------------------
  Through a Financial Institution                                             11
  Directly from the Fund                                                      11
    By Telephone                                                              11
    By Mail                                                                   12
    Signatures                                                                12
  Contingent Deferred Sales Change                                            12
  Elimination of Contingent Deferred
    Sales Charge                                                              13
  Systematic Withdrawal Program                                               14
   
  Reinvestment Privilege                                                      14
    
  Accounts with Low Balances                                                  14

FUND INFORMATION                                                              14
- ------------------------------------------------------
  Management of the Fund                                                      14
    Board of Directors                                                        14
    Officers and Directors                                                    15
    Investment Adviser                                                        18
      Advisory Fees                                                           18
      Adviser's Background                                                    18
  Distribution of Class B Shares                                              18
    Distribution and Shareholder
      Services Plans                                                          19
    Other Payments to Financial Institutions                                  19
  Administration of the Fund                                                  20
    Administrative Services                                                   20
    Custodian                                                                 20
    Transfer Agent and Dividend
      Disbursing Agent                                                        20
    Legal Counsel                                                             20
    Independent Auditors                                                      20
   
  Brokerage Transactions                                                      20
    
  Expenses of the Fund and Class B Shares                                     21

SHAREHOLDER INFORMATION                                                       21
- ------------------------------------------------------
  Voting Rights                                                               21

TAX INFORMATION                                                               22
- ------------------------------------------------------
  Federal Income Tax                                                          22
  Pennsylvania Corporate and
    Personal Property Taxes                                                   23

PERFORMANCE INFORMATION                                                       23
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       24
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CLASS A SHARES                                                              25
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CLASS C SHARES                                                              26
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          CLASS B SHARES
                                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                                <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).................................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)......................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable) (1)..................................................       5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)..........................................       None
Exchange Fee................................................................................................       None

                                            ANNUAL CLASS B SHARES OPERATING EXPENSES*
                                        (As a percentage of projected average net assets)
Management Fee..............................................................................................       0.59%
12b-1 Fee...................................................................................................       0.75%
Total Other Expenses........................................................................................       0.46%
    Shareholder Services Fee.....................................................................       0.25%
         Total Class B Shares Operating Expenses (2)........................................................       1.80%
</TABLE>

- ---------
   
(1) The contingent deferred sales charge is 5.50% in the first year, declining
    to 1.00% in the sixth year and 0.00% thereafter (see "Contingent Deferred
    Sales Charge").

(2) Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
    approximately eight years after purchase.
    

 *  Total Class B Shares Operating expenses are estimated based on average
    expenses expected to be incurred during the period ending March 31, 1995.
    During the course of this period, expenses may be more or less than the
    average amount shown.

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS B SHARES OF THE FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN CLASS B SHARES" AND "FUND
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

   
Long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales load permitted under the rules of the National Association of
Securities Dealers, Inc.
    

<TABLE>
<CAPTION>
EXAMPLE                                                                                            1 year       3 years
<S>                                                                                              <C>          <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and
(2) redemption at the end of each time period..................................................   $       75   $      101
You would pay the following on the same investment,
assuming no redemption.........................................................................   $       18   $       57
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING MARCH 31,
1995.

    The information set forth in the foregoing table and example relates only to
Class B Shares of the Fund. The Fund also offers two additional classes of
shares called Class A Shares and Class C Shares. Class A Shares, Class B Shares,
and Class C Shares are subject to certain of the same expenses. However, Class A
Shares are subject to a maximum sales load of 4.50%, but are not subject to a
contingent deferred sales charge or a 12b-1 fee. Class C Shares are subject to a
12b-1 fee of 0.75% and a contingent deferred sales charge of 1.00%, but are not
subject to a sales load. See "Other Classes of Shares."


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Fund was incorporated under the laws of the State of Maryland on September
10, 1976. The Fund's address is Liberty Center, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Fund to offer separate series of shares representing interests in separate
portfolios of securities. The shares in any one portfolio may be offered in
separate classes. With respect to this Fund, as of the date of this prospectus,
the Board of Directors ("Directors") has established three classes of shares,
known as Class A Shares, Class B Shares, and Class C Shares. This prospectus
relates only to the Class B Shares ("Shares") of the Fund.

Class B Shares of the Fund are designed primarily for individuals and
institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio primarily limited to municipal
bonds. A minimum initial investment of $1,500 is required.

   
Except as otherwise noted in this prospectus, Class B Shares are sold at net
asset value and are redeemed at net asset value. However, a contingent deferred
sales charge is imposed on certain shares which are redeemed within six full
years of purchase. For a more complete description, see "Redeeming Class B
Shares."

LIBERTY FAMILY OF FUNDS
- --------------------------------------------------------------------------------
    

This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:

      American Leaders Fund, Inc.--providing growth of capital and income
      through high-quality stocks;

      Capital Growth Fund --providing appreciation of capital primarily through
      equity securities;
   

      Fund for U.S. Government Securities, Inc.--providing current income
      through long-term U.S. government securities;

      International Equity Fund--providing long-term capital growth and income
      through international securities;

      International Income Fund--providing a high level of current income
      consistent with prudent investment risk through high-quality debt
      securities denominated primarily in foreign currencies;

      Liberty Equity Income Fund, Inc.--providing above-average income and
      capital appreciation through income-producing equity securities;

      Liberty High Income Bond Fund, Inc.--providing high current income through
      high-yielding, lower-rated, corporate bonds;

      Liberty U.S. Government Money Market Trust--providing current income
      consistent with stability of principal through high quality U.S.
      government securities;

      Liberty Utility Fund, Inc.--providing current income and long-term growth
      of income, primarily through electric, gas and communication utilities;


      Limited Term Fund, providing a high level of current income consistent
      with minimum fluctuation in principal value through investment grade
      securities;

      Limited Term Municipal Fund, providing a high level of current income
      exempt from federal regular income tax consistent with the preservation of
      principal, primarily limited to municipal securities;

      Michigan Intermediate Municipal Trust, providing current income exempt
      from federal regular income tax and the personal income taxes imposed by
      the state of Michigan and Michigan municipalities, primarily through
      Michigan municipal securities;

      Pennsylvania Municipal Income Fund, providing current income exempt from
      federal regular income tax and the personal income taxes imposed by the
      Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
      securities;

      Strategic Income Fund, providing a high level of current income, primarily
      through domestic and foreign corporate debt obligations;

      Tax-Free Instruments Trust--providing current income consistent with
      stability of principal and exempt from federal income tax, through
      high-quality, short-term municipal securities; and

      World Utility Fund, providing total return through securities issued by
      domestic and foreign companies in the utilities industries.

Prospectuses for these funds are available by writing to Federated Securities
Corp.

Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.

The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of a proven, professional investment adviser.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide for its shareholders a high
level of current income which is exempt from federal regular income tax.
Interest income of the Fund that is exempt from federal income tax retains its
tax-free status when distributed to the Fund's shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus. The
investment objective and the policies and limitations described below cannot be
changed without approval of shareholders.

INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
at least 65% of its portfolio in municipal bonds. Municipal bonds are debt
obligations issued by or on behalf of states, territories, and possessions of
the United States, including the District of Columbia, and their political

subdivisions, agencies, and instrumentalities, the interest from which is exempt
from federal regular income tax.


    
   
     CHARACTERISTICS.  The municipal bonds which the Fund buys have the same
     characteristics assigned by Moody's Investors Service, Inc. and Standard &
     Poor's Corporation to bonds of investment grade quality or better. However,
     the Fund is not restricted to buying rated securities. Medium investment
     grade quality bonds are rated A and Baa by Moody's or A and BBB by Standard
     & Poor's. In certain cases the Fund's adviser may choose bonds which are
     unrated if it judges the bonds to have the same characteristics as medium
     quality bonds (i.e., an adequate but not outstanding capacity to service
     their debt). Bonds rated "BBB" by Standard & Poor's or "Baa" by Moody's
     have speculative characteristics. Changes in economic conditions or other
     circumstances are more likely to weakened capacity to make principal and
     interest payments than higher rated bonds. If a high-rated bond loses its
     rating or has its rating reduced after the Fund has purchased it, the Fund
     is not required to drop the bond from the portfolio, but will consider
     doing so. There is no limit to portfolio maturity. A description of the
     ratings categories is contained in the Appendix to the Statement of
     Additional Information.
    

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase municipal
bonds on a when-issued or delayed delivery basis. In when-issued and delayed
delivery transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to complete the transaction may cause the Fund
to miss a price or yield considered to be advantageous. The Fund's investment
adviser has adopted an operating policy, which can be changed by the Board of
Directors, that investments in such securities will be limited to 20% of the
Fund's assets.

TEMPORARY INVESTMENTS.  The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular income tax. However, from
time to time on a temporary basis, or when the investment adviser determines
that market conditions call for a temporary defensive posture, the Fund may
invest in short-term tax-exempt or taxable temporary investments. These
temporary investments include: notes issued by or on behalf of municipal or
corporate issuers; obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities; other debt securities; commercial paper;
certificates of deposit of banks; and repurchase agreements (arrangements in
which the organization selling the Fund a bond or temporary investment agrees at
the time of sale to repurchase it at a mutually agreed upon time and price).

There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those it considers to
be of good quality. The Fund intends to invest no more than 20% of its assets in
temporary investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.

PORTFOLIO TURNOVER

Securities in the Fund's portfolio will be sold whenever the Fund's investment
adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. The adviser to the Fund does not anticipate that portfolio
turnover will result in adverse tax consequences. Any such trading will increase
the Fund's portfolio turnover rate and transaction costs.

MUNICIPAL BONDS

Municipal bonds are generally issued to finance public works, such as airports,
bridges, highways, housing, hospitals, mass transportation projects, schools,
streets, and water and sewer works. They are also issued to repay outstanding
obligations, to raise funds for general operating expenses, and to make loans to
other public institutions and facilities.

Municipal bonds include industrial development bonds issued by or on behalf of
public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The availability
of this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's pledge
of its full faith and credit and taxing power for the payment of principal and
interest. Interest on and principal of revenue bonds, however, are payable only
from the revenue generated by the facility financed by the bond or other
specified sources of revenue. Revenue bonds do not represent a pledge of credit
or create any debt of or charge against the general revenues of a municipality
or public authority. Industrial development bonds are typically classified as
revenue bonds.

Municipal bonds may carry fixed, floating or inverse floating rates of interest.
Fixed rate bonds bear interest at the same rate from issuance until maturity.
The interest rate on floating rate bonds is subject to adjustment based upon
changes in market interest rates or indices, such as a bank's prime rate or a
published market index. The interest rate may be adjusted at specified intervals
or immediately upon any change in the applicable index rate. The interest rate
for most floating rate bonds varies directly with changes in the index rate, so
that the market value of the bond will approximate its stated value at the time
of each adjustment. However, inverse floating rate bonds have interest rates
that vary inversely with changes in the applicable index rate, such that the
bond's interest rate rises when market interest rates fall and fall when market
rates rise. The market value of floating rate bonds is less sensitive than fixed
rate bonds to changes in market interest rates. In contrast, the market value of
inverse floating rate bonds is more sensitive to market rate changes than fixed
or floating rate bonds. The affect of market rate changes on bonds depends upon
a variety of factors, including market expectations as to future changes in
interest rates and, in the case of floating and inverse floating rate bonds, the
frequency with which the interest rate is adjusted and the multiple of the index
rate used in making the adjustment.

Most municipal bonds pay interest in arrears on a semiannual or more frequent
basis. However, certain bonds, variously known as capital appreciation bonds or
zero coupon bonds, do not provide for any interest payments prior to maturity.
Such bonds are normally sold at a discount from their stated value, or provide
for periodic increases in their stated value to reflect a compounded interest
rate. The market value of these bonds is also more sensitive to changes in
market interest rates than bonds that provide for current interest payments.


The Fund does not intend to purchase securities if, as a result of such
purchase, more than 25% of the value of its total assets would be invested in
the securities of governmental subdivisions located in any one state, territory,
or possession of the United States.

   
The Fund will not invest 25% or more of its total assets in any one industry.
Governmental issuers of municipal securities are not considered part of any
"industry." However, municipal securities backed only by the assets and revenues
of nongovernmental users may, for this purpose, be deemed to be related to the
industry in which such nongovernmental users engage, and the 25% limitation
would apply to such obligations. It is nonetheless possible that the Fund may
invest more than 25% of its assets in a broader segment of the municipal
securities market, such as revenue obligations of hospitals and other health
care facilities, housing agency revenue obligations or airport revenue
obligations. This would be the case only if the Fund determines that the yields
available from obligations in a particular segment of the market justified the
additional risks associated with a large investment in such segment. Although
such obligations could be supported by the credit of governmental users or by
the credit of nongovernmental users engaged in a number of industries, economic,
business, political and other developments generally affecting the revenues of
such users (for example, proposed legislation or pending court decisions
affecting the financing of such projects and market factors affecting the demand
for their services or products) may have a general adverse effect on all
municipal securities in such a market segment. The Fund reserves the right to
invest more than 25% of its assets in industrial development bonds or private
activity bonds or in securities of issuers located in the same state, however,
it has no present intention to do so.
    

INVESTMENT RISKS

Yields on municipal bonds depend on a variety of factors, including: the general
conditions of the money market and the taxable and municipal bond markets; the
size of the particular offering; the maturity of the obligations; and the rating
of the issue. The ability of the Fund to achieve its investment objective also
depends on the continuing ability of the issuers of municipal bonds to meet
their obligations for the payment of interest and principal when due. The prices
of municipal bonds fluctuate inversely in relation to the direction of interest
rates. The prices of longer term bonds fluctuate more widely in response to
market interest rate changes.

INVESTMENT LIMITATIONS

The Fund will not:

      borrow money or pledge securities except, under certain circumstances, the
      Fund may borrow up to one-third of the value of its total assets and
      pledge up to 10% of the value of those assets to secure such borrowings;

      invest more than 5% of its total assets in securities of one issuer
      (except cash and cash items and U.S. government obligations); or

      invest more than 10% of its total assets in municipal bonds subject to
      legal or contractual restrictions on resale, including repurchase
      agreements maturing in more than seven days.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, can be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.


The Fund will not:

      invest more than 5% of its total assets in securities of issuers that have
      records of less than three years of continuous operations; or

      invest more than 10% of its net assets in illiquid securities, including
      restricted securities which the adviser believes cannot be sold within
      seven days and repurchase agreements maturing in more than seven days.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of the Class B Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of the
Class B Shares in the liabilities of the Fund and those attributable to the
Class B Shares, and dividing the remainder by the total number of Class B Shares
outstanding. The net asset value for Class B Shares may differ from that of
Class A Shares and Class C Shares due to the variance in daily net income
realized by each class. Such variance will reflect only accrued net income to
which the shareholders of a particular class are entitled.

INVESTING IN CLASS B SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through a financial institution which has a sales agreement with
the distributor, or directly from the distributor, Federated Securities Corp.
once an account has been established. In connection with the sale of Fund
shares, Federated Securities Corp. may from time to time offer certain items of
nominal value to any shareholder or investor. The Fund reserves the right to
reject any purchase request.

   
Orders for $250,000 or more of Class B Shares will normally be invested in Class
A Shares (see "Other Classes of Shares").

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or an investment dealer) to place an order to purchase Shares.
Orders placed through a financial institution are considered received when the
Fund is notified of the purchase order. Purchase orders through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for shares to be purchased at that day's price. Purchase orders through
other financial institutions must be received by the financial institution and
transmitted to the Fund before 4:00 P.M. (Eastern time) in order for Shares to
be purchased at that day's price. It is the financial institution's
responsibility to transmit orders promptly.
    

The financial institution which maintains investor accounts with the Fund must
do so on a fully disclosed basis unless it accounts for share ownership periods
used in calculating the contingent deferred sales charge (see "Contingent
Deferred Sales Charge"). In addition, advance payments made to financial
institutions may be subject to reclaim by the distributor for accounts
transferred to financial

institutions which do not maintain investor accounts on a fully disclosed basis
and do not account for share ownership periods.

DIRECTLY FROM THE DISTRIBUTOR.  An investor may place an order to purchase
Shares directly from Federated Securities Corp. once an account has been
established. To do so:

      complete and sign the new account form available from the Fund;

   
      enclose a check made payable to Liberty Municipal Securities Fund,
      Inc.--Class B Shares; and
    

      mail both to Federated Services Company, P.O. Box 8604, Boston, MA
      02266-8604.

Orders by mail are considered received after payment by check is converted by
the transfer agent's bank, State Street Bank and Trust Company ("State Street
Bank"), into federal funds. This is generally the next business day after State
Street Bank receives the check.

   
To purchase Shares directly from the distributor by wire, call the Fund. All
information needed will be taken over the telephone, and the order is considered
received when State Street Bank receives payment by wire. Federal funds should
be wired as follows: Federated Services Company, c/o State Street Bank and Trust
Company, Boston, Massachusetts 02105; Attention: Mutual Fund Servicing Division;
For Credit to: Liberty Municipal Securities Fund, Inc.--Class B Shares; Title or
Name of Account; Wire Order Number and/or Account Number. Shares cannot be
purchased by wire on Columbus Day, Veteran's Day or Martin Luther King Day.
    

MINIMUM INVESTMENT REQUIRED

   
The minimum initial investment in the Class B Shares of the Fund is $1,500.
Subsequent investments must be in amounts of at least $100.
    

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received.

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; or (iii) the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Under certain circumstances, described under "Redeeming Class B Shares,"
shareholders may be charged a contingent deferred sales charge by the
distributor at the time Shares are redeemed.

   
CONVERSION OF CLASS B SHARES.  Class B Shares will automatically convert into
Class A Shares at the end of the month eight years after the purchase date,
except as noted below, and will no longer be subject to a distribution services
fee (See "Other Classes of Shares"). Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales load,
fee, or other charge. Class B Shares acquired by exchange from Class B Shares of
another fund in the Liberty Family of Funds will convert into Class A Shares
based on the time of the initial purchase. For purposes of
conversion to Class A Shares, Shares purchased through the reinvestment of
dividends and distributions paid on Class B Shares will be considered to be held
in a separate sub-account. Each time any Class B Shares in the shareholder's
account (other than those in the sub-account) convert to Class A Shares, an
equal pro rata portion of the Class B Shares in the sub-account will also
convert to Class A Shares. The availability of the conversion feature is subject
to the granting of an exemptive order by the Securities and Exchange Commission
or the adoption of a rule permitting such conversion. In the event that the
exemptive order or rule ultimately issued by the Securities and Exchange
Commission requires any conditions additional to those described in this
prospectus, shareholders will be notified. The conversion of Class B Shares to
Class A Shares is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that such conversions will not
constitute taxable events for Federal tax purposes. There can be no assurance
that such ruling or opinion will be available, and the conversion of Class B
Shares to Class A Shares will not occur if such ruling or opinion is not
available. In such event, Class B Shares would continue to be subject to higher
expenses than Class A Shares for an indefinite period.
    

SYSTEMATIC INVESTMENT PROGRAM

   
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined after an order is
received by the Fund. A shareholder may apply for participation in this program
through his financial institution or directly through the Fund.
    

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a Share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

   
Dividends are declared daily and paid monthly. Distributions of any net realized
long-term capital gains will be made at least once every twelve months.
Dividends and distributions are automatically reinvested in additional Shares of
the Fund on payment dates at ex-dividend date net asset value without a sales
load, unless shareholders request cash payments on a new account form or by
writing to the transfer agent.
    

Shares purchased through a financial institution, for which payment by wire is
received by the transfer agent on the business day following the order, begin to
earn dividends on the day the wire payment is received. Otherwise, shares
purchased by wire begin to earn dividends on the business day after wire payment
is received by the transfer agent. Shares purchased by mail, or through a
financial institution, if the financial institution's payment is by check, begin
to earn dividends on the second business day after the check is received by
State Street Bank.


Shares earn dividends through the business day that proper written redemption
instructions are received by the transfer agent.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

In order to provide greater flexibility to Fund shareholders whose investment
objectives have changed, Class B shareholders may exchange all or some of their
Shares for Class B Shares of other funds in the Liberty Family of Funds. (Not
all funds in the Liberty Family of Funds currently offer Class B Shares. Contact
your financial institution regarding the availability of other Class B Shares in
the Liberty Family of Funds.) Exchanges are made at net asset value without
being assessed a contingent deferred sales charge on the exchanged shares. To
the extent that a shareholder exchanges for Class B Shares in other funds in the
Liberty Family of Funds, the time for which the exchanged-for shares were held
will be added, or tacked, to the time for which the exchanged-from shares were
held for purposes of satisfying the applicable holding period.

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.

   
This privilege is available to shareholders resident in any state in which the
Shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in Class B Shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
    

Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.

TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, capital gain or loss may be
realized.

MAKING AN EXCHANGE

Instructions for exchanges for the Liberty Family of Funds may be given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund may have difficulty in making exchanges by telephone
through brokers and other financial institutions during times of drastic
economic or market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company,
P.O. Box 8604, Boston, Massachusetts, 02266-8604.

TELEPHONE INSTRUCTIONS.  Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor is
on file with the Fund. If the instructions are given by a broker, a telephone
authorization form completed by the broker must be on file with the

Fund. Shares may be exchanged between two funds by telephone only if the two
funds have identical shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8604, Boston, Massachusetts,
02266-8604 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions may be recorded. Such instructions will be
processed as of 4:00 p.m. (Eastern time) and must be received by the transfer
agent before that time for Shares to be exchanged the same day. Shareholders
exchanging into a fund will not receive any dividend that is payable to
shareholders of record on that date. This privilege may be modified or
terminated at any time. If reasonable procedures are not followed by the Fund,
it may be liable for losses due to unauthorized or fraudulent telephone
instructions.

REDEEMING CLASS B SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value, next determined after the Fund
receives the redemption request, less any applicable contingent deferred sales
charge (see "Contingent Deferred Sales Charge" below). Redemptions will be made
on days on which the Fund computes its net asset value. Redemptions can be made
through a financial institution or directly from the Fund. Redemption requests
must be received in proper form.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares of the Fund by calling his financial institution
(such as a bank or an investment dealer) to request the redemption. Shares will
be redeemed at the net asset value, less any applicable contingent deferred
sales charge, next determined after the Fund receives the redemption request
from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for Shares to be redeemed at that day's net asset value. Redemption
requests through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 P.M. (Eastern time) in order
for Shares to be redeemed at that day's net asset value. The financial
institution is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund. The financial
institution may charge customary fees and commissions for this service.

DIRECTLY FROM THE FUND

BY TELEPHONE.  Shareholders who have not purchased through a financial
institution may redeem their Shares by telephoning the Fund. The proceeds will
be mailed to the shareholder's address of record or wire transferred to the
shareholder's account at a domestic commercial bank that is a member of the
Federal Reserve System, normally within one business day, but in no event longer
than seven days after the request. The minimum amount for a wire transfer is
$1,000. If at any time, the Fund shall determine it necessary to terminate or
modify this method of redemption, shareholders would be promptly notified.


An authorization form permitting the transfer agent to accept telephone requests
must first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be considered.

Telephone redemption instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

BY MAIL.  Any shareholder may redeem Shares by sending a written request to the
transfer agent. The written request should include the shareholder's name, the
Fund name and class designation, the account number, and the Share or dollar
amount requested, and should be signed exactly as Shares are registered.

If Share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders should call the Fund for assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

      a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF"), which is administered by the Federal Deposit
      Insurance Corporation ("FDIC");

   
      a member of the New York, American, Boston, Midwest, or Pacific Stock
      Exchange;
    

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

      any other "eligible guarantor institution," as defined in the Securities
      Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

CONTINGENT DEFERRED SALES CHARGE

   
Shareholders redeeming Shares from their Fund accounts within six full years of
the purchase date of those Shares will be charged a contingent deferred sales
charge by the Fund's distributor. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption in accordance with the following schedule:
    



<TABLE>
<CAPTION>
YEAR OF REDEMPTION                                                                          CONTINGENT DEFERRED
AFTER PURCHASE                                                                                 SALES CHARGE
<S>                                                                                      <C>
First..................................................................................            5.5%
Second.................................................................................            4.75%
Third..................................................................................             4%
Fourth.................................................................................             3%
Fifth..................................................................................             2%
Sixth..................................................................................             1%
Seventh and thereafter.................................................................             0%
</TABLE>

   
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase. Redemptions will be processed in a manner
intended to maximize the amount of redemption which will not be subject to a
contingent deferred sales charge. In computing the amount of the applicable
contingent deferred sales charge, redemptions are deemed to have occurred in the
following order: (1) Shares acquired through the reinvestment of dividends and
long-term capital gains; (2) Shares held for more than six full years from the
date of purchase; (3) Shares held for fewer than six years on a first-in,
first-out basis. A contingent deferred sales charge is not assessed in
connection with an exchange of Fund Shares for shares of other Class B Shares of
funds in the Liberty Family of Funds (see "Exchanges for Shares of Other
Funds"). Any contingent deferred sales charge imposed at the time the exchanged-
for shares are redeemed is calculated as if the shareholder had held the shares
from the date on which he became a shareholder of the exchanged-from shares.
Moreover, the contingent deferred sales charge will be eliminated with respect
to certain redemptions (see "Elimination of Contingent Deferred Sales Charge"
below).
    

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

   
The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, of a
shareholder; (2) redemptions representing minimum required distributions from an
Individual Retirement Account or other retirement plan to a shareholder who has
attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. In addition, to the extent that the distributor does not make
advance payments to certain financial institutions for purchases made by their
clients, no contingent deferred sales charge will be imposed on redemptions of
Shares held by Directors, employees and sales representatives of the Fund, the
distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through or by such entities. The Directors
reserve the right to discontinue elimination of the contingent deferred sales
charge. Shareholders will be notified of such elimination. Any Shares purchased
prior to the termination of such waiver would have the contingent deferred sales
charge eliminated as provided in the Fund's prospectus at the time of the
purchase of the Shares. If a shareholder making a redemption qualifies for an
elimination of the contingent deferred sales charge, the shareholder must notify
Federated Securities Corp. or the transfer agent in writing that he is entitled
to such elimination.
    

SYSTEMATIC WITHDRAWAL PROGRAM

   
Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder. Depending upon the amount of the withdrawal
payments, the amount of dividends paid and capital gains distributions with
respect to Shares, and the fluctuation of the net asset value of Shares redeemed
under this program, redemptions may reduce, and eventually deplete, the
shareholder's investment in the Fund. For this reason, payments under this
program should not be considered as yield or income on the shareholder's
investment in the Fund. To be eligible to participate in this program, a
shareholder must have an account value of at least $10,000. A shareholder may
apply for participation in this program through his financial institution. A
contingent deferred sales charge will be imposed on Shares redeemed within six
full years of their purchase date.

REINVESTMENT PRIVILEGE

If shares have been redeemed, the shareholder has a one-time right, within 120
days, to reinvest the redemption proceeds into Class A Shares at the
next-determined net asset value without a sales load (see "Other Classes of
Shares"). Federated Securities Corp. must be notified by the shareholder in
writing or by his financial institution of the reinvestment in order to receive
this privilege. If the shareholder redeems his shares, there may be tax
consequences.
    

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,500 . This
requirement does not apply, however, if the balance falls below $500 because of
changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS.  The Fund is managed by a Board of Directors. The Directors
are responsible for managing the Fund's business affairs and for exercising all
of the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.


OFFICERS AND DIRECTORS.  Officers and Directors are listed with their addresses,
principal occupations, and present positions, including any affiliation with
Federated Advisers, Federated Investors, Federated Securities Corp., Federated
Administrative Services, Inc., and the Funds (as defined in the Combined
Statement of Additional Information).

<TABLE>
<CAPTION>
                                POSITION WITH
NAME AND ADDRESS                THE FUND            PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
<S>                             <C>                 <C>
John F. Donahue*+               Chairman and        Chairman and Trustee, Federated Investors; Chairman and
Federated Investors             Director            Trustee, Federated Advisers, Federated Management, and
Tower                                               Federated Research; Director, AEtnaLife and Casualty
Pittsburgh, PA                                      Company; Chief Executive Officer and Director, Trustee, or
                                                    Managing General Partner of the Funds; formerly, Director,
                                                    The Standard Fire Insurance Company. Mr. Donahue is the
                                                    father of J. Christopher Donahue, President and Director of
                                                    the Fund.
John T. Conroy, Jr.             Director
Wood/IPC Commercial                                 President, Investment Properties Corporation; Senior
Department                                          Vice-President, John R. Wood and Associates, Inc., Realtors;
John R. Wood and                                    President, Northgate Village Development Corporation;
Associates, Inc.,                                   General Partner or Trustee in private
Realtors                                            real estate ventures in Southwest Florida; Director,
3255 Tamiami Trail North                            Trustee, or Managing General Partner of the Funds; formerly,
Naples, FL                                          President, Naples Property Management, Inc.

William J. Copeland             Director            Director and Member of the Executive Committee, Michael
One PNC Plaza--                                     Baker, Inc.; Director, Trustee, or Managing General Partner
23rd Floor                                          of the Funds; formerly, Vice Chairman and Director, PNC
Pittsburgh, PA                                      Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
                                                    Inc.

James E. Dowd                   Director            Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
571 Hayward Mill Road                               Director, Trustee, or Managing General Partner of the Funds;
Concord, MA                                         formerly, Director, Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D.         Director            Hematologist, Oncologist, and Internist, Presbyterian and
3471 Fifth Avenue                                   Montefiore Hospitals; Clinical Professor of Medicine and
Suite 1111                                          Trustee, University of Pittsburgh; Director, Trustee, or
Pittsburgh, PA                                      Managing General Partner of the Funds.
</TABLE>



<TABLE>
<CAPTION>
                                POSITION WITH
NAME AND ADDRESS                THE FUND            PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
<S>                             <C>                 <C>
Edward L. Flaherty, Jr.+        Director            Attorney-at-law; Partner, Meyer and Flaherty; Director,
5916 Penn Mall                                      Eat'N Park Restaurants, Inc., and Statewide Settlement
Pittsburgh, PA                                      Agency, Inc.; Director, Trustee, or Managing General Partner
                                                    of the Funds; formerly, Counsel, Horizon Financial, F.A.,
                                                    Western Region.

Peter E. Madden                 Director            Consultant; State Representative, Commonwealth
225 Franklin Street                                 of Massachusetts; Director, Trustee, or Managing General
Boston, MA                                          Partner of the Funds; formerly, President, State Street Bank
                                                    and Trust Company and State Street Boston Corporation and
                                                    Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer                 Director            Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
5916 Penn Mall                                      Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.;
Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                    formerly, Vice Chairman, Horizon Financial, F.A.

Wesley W. Posvar                Director            Professor, Foreign Policy and Management Consultant;
1202 Cathedral of                                   Trustee, Carnegie Endowment for International Peace, RAND
Learning                                            Corporation, Online Computer Library Center, Inc., and U.S.
University of Pittsburgh                            Space Foundation; Chairman, Czecho Slovak Management Center;
Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                    President Emeritus, University of Pittsburgh; Chairman,
                                                    National Advisory Council for Environmental Policy and
                                                    Technology.
Marjorie P. Smuts               Director
4905 Bayard Street                                  Public relations/marketing consultant; Director, Trustee, or
Pittsburgh, PA                                      Managing General Partner of the Funds.
</TABLE>



<TABLE>
<CAPTION>
                                POSITION WITH
NAME AND ADDRESS                THE FUND            PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
<S>                             <C>                 <C>
   
J. Christopher Donahue*         President and       President and Trustee, Federated Investors; Trustee and
Federated Investors             Director            President, Federated Advisers, Federated Management, and
Tower                                               Federated Research; Director and President, Federated
Pittsburgh, PA                                      Research Corp.; President, Passport Research, Ltd.; Trustee,
                                                    Federated Administrative Services, Federated Services
                                                    Company, and Federated Shareholder Services; President or
                                                    Vice President of the Funds; Director, Trustee, or Managing
                                                    General Partner of some of the Funds. Mr. Donahue is the son
                                                    of John F. Donahue, Chairman and Director of the Fund.
    

Richard B. Fisher               Vice President      Executive Vice President and Trustee, Federated Investors;
Federated Investors                                 Chairman and Director, Federated Securities Corp.; President
Tower                                               or Vice President of the Funds; Director or Trustee of some
Pittsburgh, PA                                      of the Funds.

Edward C. Gonzales*             Vice President and  Vice President, Treasurer, and Trustee, Federated In-
Federated Investors             Treasurer           vestors; Vice President and Treasurer, Federated Advisers,
Tower                                               Federated Management, and Federated Research; Executive Vice
Pittsburgh, PA                                      President, Treasurer, and Director, Federated Securities
                                                    Corp.; Chairman, Treasurer, and Director, Federated
                                                    Administrative Services/Federated Administrative Services,
                                                    Inc.; Trustee or Director of some of the Funds; Vice
                                                    President and Treasurer of the Funds.

John W. McGonigle               Vice President and  Vice President, Secretary, General Counsel, and Trustee,
Federated Investors             Secretary           Federated Investors; Vice President, Secretary, and Trustee,
Tower                                               Federated Advisers, Federated Management, and Federated
Pittsburgh, PA                                      Research; Executive Vice President, Secretary, and Director,
                                                    Federated Administrative Services/Federated Administrative
                                                    Services, Inc.; Director and Executive Vice President,
                                                    Federated Securities Corp.; Vice President and Secretary of
                                                    the Funds.
</TABLE>

   
*This Director is deemed to be an "interested person" of the Fund as
 defined in the Investment Company Act of 1940, as amended.
    

+Members of the Fund's Executive Committee. The Executive Committee of the Board
 of Directors handles the responsibilites of the Board of Directors between
 meetings of the Board.


Officers and Directors own less than 1% of the Fund's outstanding shares.

INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Advisers, the Fund's investment adviser, subject to direction by the Directors.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

     ADVISORY FEES.  The Fund's adviser receives an annual investment advisory
     fee equal to .30 of 1% of the Fund's average daily net assets, plus 4.5% of
     the Fund's annual gross income (excluding any capital gains or losses.) The
     adviser may voluntarily choose to waive a portion of its fee or reimburse
     the Fund for certain operating expenses. The adviser can terminate this
     voluntary waiver of its advisory fee at any time at its sole discretion.
     The adviser has also undertaken to reimburse the Fund for operating
     expenses in excess of limitations established by certain states.

     ADVISER'S BACKGROUND.  Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Advisers and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors is
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

     Jonathan C. Conley has been the Fund's portfolio manager since October,
     1984. Mr. Conley joined Federated Investors in 1979 and has been a Vice
     President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Virginia.

DISTRIBUTION OF CLASS B SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.

   
The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Shares purchased by their clients or customers. These payments will be made
directly by the distributor from its assets, and will not be made from the
assets of the Fund.


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
Class B Shares will pay to the distributor an amount computed at an annual rate
of .75% of the average daily net assets of Class B Shares to finance any
activity which is principally intended to result in the sale of Class B Shares
subject to the Distribution Plan.
    

Because distribution fees to be paid by the Fund to the distributor may not
exceed an annual rate of .75% of the Class B Shares' average daily net assets,
it will take the distributor a number of years to recoup the expenses it has
incurred for its distribution and distribution-related services pursuant to the
Plan.

   
The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.
    

In addition, the Fund has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of Class B Shares to obtain certain personal services for
shareholders and the maintenance of shareholder accounts ("shareholder
services"). The Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareolder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the capacities described above or should
Congress relax current restrictions on depository institutions, the Directors
will consider appropriate changes in the services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.

   
OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to periodic payments to
financial institutions under the Distribution Plan, certain financial
institutions may be compensated by the adviser or its affiliates for the
continuous investment of customers' assets in certain funds, including the Fund,
advised by those entities. These payments will be made directly to the
distributor or adviser from their assets, and will not be made from the assets
of the Fund or by the assessment of a sales load on shares. Furthermore, the
distributor may offer to pay a fee from its own assets to financial institutions
as financial assistance for providing substantial marketing and sales support.
The support may include sponsoring sales, educational and training seminars at
recreational-type facilities, providing sales literature, and engineering
computer software programs that emphasize the attributes of the Fund.

Such assistance will be predicated upon the amount of Shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.

    
ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:

<TABLE>
<CAPTION>
                                           AVERAGE AGGREGATE DAILY NET ASSETS
     MAXIMUM ADMINISTRATIVE FEE                    OF FEDERATED FUNDS
<S>                                   <C>
          0.15 of 1%                    on the first $250 million
          0.125 of 1%                   on the next $250 million
          0.10 of 1%                    on the next $250 million
          0.075 of 1%                   on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

CUSTODIAN.  State Street Bank and Trust Company, Box 8604, Boston, Massachusetts
02266-8604, is custodian for the securities and cash of the Fund.

   
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8604, Boston, Massachusetts 02266-8604, is transfer agent for shares of the
Fund and dividend disbursing agent for the Fund.

LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania 15222, and Dickstein, Shapiro &
Morin, L.L.P., 2101 L Street, N.W., Washington, D.C. 20037.
    

INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche, 125 Summer Street, Boston, Massachusetts 02110.

   
BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling Shares of the Fund and other funds
distributed by Federated Securities Corp. The Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Board of Directors.
    


EXPENSES OF THE FUND AND CLASS B SHARES

Holders of Shares pay their allocable portion of Fund and portfolio expenses.

The Fund expenses for which holders of Shares pay their allocable portion
include, but are not limited to: the cost of organizing the Fund and continuing
its existence; registering the Fund with federal and state securities
authorities; Directors' fees; auditors' fees; the cost of meetings of Directors;
legal fees of the Fund; association membership dues; and such non-recurring and
extraordinary items as may arise from time to time.

The portfolio expenses for which holders of Shares pay their allocable portion
include, but are not limited to: registering the portfolio and Shares of the
portfolio; investment advisory services; taxes and commissions; custodian fees;
insurance premiums; auditors' fees; and such non-recurring and extraordinary
items as may arise from time to time.

At present, the only expenses which are allocated specifically to Shares as a
class are expenses under the Fund's Shareholder Services Plan and Distribution
Plan. However, the Directors reserve the right to allocate certain other
expenses to holders of Shares as it deems appropriate ("Class Expenses"). In any
case, Class Expenses would be limited to: distribution fees; transfer agent fees
as identified by the transfer agent as attributable to holders of Shares; fees
under the Fund's Shareholder Services Plan; printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Shares; legal fees relating solely to Shares; and Directors' fees incurred as
a result of issues relating solely to Shares.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each Share gives the shareholder one vote in Director elections and other
matters submitted to shareholders for vote. All shares of each portfolio or
class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only shares of that portfolio or class are
entitled to vote.

As a Maryland corporation, the Fund is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in the
Fund's operation and for the election of Directors under certain circumstances.

   
Directors may be removed by a two-thirds vote of the number of Directors prior
to such removal or by a two-thirds vote of the shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Fund's
outstanding shares of all series entitled to vote.
    


TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

Shareholders are not required to pay federal income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds. However, under the Tax Reform Act of 1986, dividends representing net
interest income earned on some municipal bonds may be included in calculating
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.

The alternative minimum tax, up to to 28% of alternative minimum taxable income
for individuals and 20% for corporations, applies when it exceeds the regular
tax for the taxable year. Alternative minimum taxable income is equal to the
regular taxable income of the taxpayer increased by certain "tax preference"
items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item. Unlike traditional
governmental purpose municipal bonds, which finance roads, schools, libraries,
prisons, and other public facilities, private activity bonds provide benefits to
private parties. The Fund may purchase all types of municipal bonds, including
private activity bonds. Thus, should it purchase any such bonds, a portion of
the Fund's dividends may be treated as a tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
Distributions representing net long-term capital gains realized by the Fund, if
any, will be taxable as long-term capital gains regardless of the length of time
shareholders have held their Shares.

These tax consequences apply whether dividends are received in cash or as
additional Shares. Information on the tax status of dividends and distributions
is provided annually.


PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston & Donnelly, counsel to the Fund:

      the Fund is subject to the Pennsylvania corporate franchise tax; and

      Fund shares are exempt from personal property taxes imposed by counties,
      municipalities, and school districts in Pennsylvania.

Distributions representing net interest received on tax-exempt municipal
securities are not necessarily free from income taxes of any state or local
taxing authority. State laws differ on this issue and shareholders are urged to
consult their own tax advisers.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return, yield, and
tax-equivalent yield for Class B Shares.

Total return represents the change, over a specified period of time, in the
value of an investment in Class B Shares after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.

   
The yield of Class B Shares is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by Class
B Shares over a thirty-day period by the maximum offering price per share of
Class B Shares on the last day of the period. This number is then annualized
using semi-annual compounding. The tax-equivalent yield of Class B Shares is
calculated similarly to the yield but is adjusted to reflect the taxable yield
that Class B Shares would have had to earn to equal its actual yield, assuming a
specific tax rate. The yield and the tax-equivalent yield do not necessarily
reflect income actually earned by Class B Shares and therefore, may not
correlate to the dividends or other distributions paid to shareholders.
    

The performance information reflects the effect of non-recurring charges, such
as the contingent deferred sales charge, which, if excluded, would increase the
total return, yield, and tax-equivalent yield.

   
Total return, yield and tax-equivalent yield will be calculated separately for
Class A Shares, Class B Shares, and Class C Shares. Because Class B Shares and
Class C Shares are subject to Rule 12b-1 fees and Shareholder Services Fees, the
yield and tax-equivalent yield for Class A Shares, for the same period, may
exceed that of Class B Shares and Class C Shares. Depending on the dollar amount
invested, and the time period for which any particular class of shares is held,
the total return for any particular class may exceed that of another.
    

From time to time the Fund may advertise the performance of Class A Shares,
Class B Shares, and Class C Shares using certain financial publications and/or
compare the performance of Class A Shares, Class B Shares, and Class C Shares to
certain indices.


OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund presently offers Class A Shares, Class B Shares, and Class C Shares.

   
Class A Shares are sold primarily to customers of financial institutions subject
to a front-end sales load of up to 4.50%. Under certain circumstances, investors
may qualify for reduced sales loads on purchases of Class A Shares. The Fund has
also adopted a Shareholder Services Fee of up to 0.25 of 1% of the Class A
Shares' average daily net assets with respect to Class A Shares. Class A Shares
are subject to a minimum initial investment of $500. Class A Shares are not
distributed pursuant to a Rule
12b-1 Plan, and therefore are not subject to a distribution services fee.
    

Class C Shares are sold primarily to customers of financial institutions at net
asset value with no initial sales charge; however, Class C Shares are subject to
a contingent deferred sales charge of up to 1.00%. Class C Shares are
distributed pursuant to a Rule 12b-1 Plan adopted by the Fund whereby the
distributor is paid a fee of up to 0.75 of 1% in addition to a Shareholder
Services Fee of up to 0.25 of 1% of the Class C Shares' average daily net
assets. Investments in Class C Shares are subject to a minimum initial
investment of $1,500.

   
The amount of dividends payable to Class A Shares may generally exceed that of
Class B Shares and Class C Shares by the difference between Class Expenses borne
by shares of each respective class.
    

The stated advisory fee is the same for all three classes of shares.


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994 is included in the Annual Report
dated March 31, 1994, which is incorporated by reference.

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                       MARCH 31,
                        1994       1993       1992       1991       1990       1989       1988       1987       1986       1985*
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $   11.62  $   10.98  $   10.61  $   10.47  $   10.26  $   10.03  $   10.80  $   10.51  $    8.91  $    8.51
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.66       0.66       0.67       0.71       0.72       0.72       0.73       0.75       0.80       0.40
- --------------------
 Net realized and
 unrealized
 gain/(loss)
 on investments           (0.40)      0.64       0.37       0.14       0.21       0.23      (0.77)      0.29       1.60       0.40
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from
 investment
 operations                0.26       1.30       1.04       0.85       0.93       0.95      (0.04)      1.04       2.40       0.80
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.66)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions             (0.02)    --         --         --         --         --         --         --         --         --
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total Distributions      (0.68)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END
OF PERIOD             $   11.20 $    11.62 $    10.98 $    10.61 $    10.47 $    10.26 $    10.03 $    10.80 $    10.51 $     8.91
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**             2.10%     12.13%     10.05%      8.42%      9.20%      9.76%    (0.17%)     10.28%     28.25%      9.49%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                  0.84%      0.80%      0.84%      0.89%      0.90%      0.95%      0.95%      0.95%      0.93%    1.04%(b)
- --------------------
 Net investment
 income                    5.59%      5.81%      6.17%      6.77%      6.80%      7.07%     7.28%       7.07%      8.39%    9.09%(b)
- --------------------
 Expense waiver/
 reimbursement(a)         --         --         --         --         --         --         --         --          0.23%    0.30%(b)
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)              $714,384   $706,126   $590,118   $511,611   $474,797   $440,445   $388,916   $424,655   $248,710   $105,664
- --------------------
 Portfolio turnover
 rate                        27%        13%         8%        45%        25%        58%       55%         13%         2%       1%
- --------------------

<CAPTION>
                      SEPT. 30,
                        1984
<S>                   <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $    9.20
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.80
- --------------------
 Net realized and
 unrealized
 gain/(loss)
 on investments           (0.69)
- --------------------  ---------
 Total from
 investment
 operations                0.11
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.80)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions            --
- --------------------  ---------
 Total Distributions      (0.80)
- --------------------  ---------
NET ASSET VALUE, END
OF PERIOD             $    8.51
- --------------------  ---------
TOTAL RETURN**             1.23%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                  1.14%
- --------------------
 Net investment
 income                    9.00%
- --------------------
 Expense waiver/
 reimbursement(a)          0.28%
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)               $47,652
- --------------------
 Portfolio turnover
 rate                       28%
- --------------------
</TABLE>

 *  For the six months ended March 31, 1985. The Fund changed its fiscal
    year-end from September 30 to March 31, effective March 1, 1985.

**  Based on net asset value which does not reflect the sales load or contingent
    deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(b) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

   
The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994 is included in the Annual Report
dated March 31, 1994, which is incorporated by reference.
    

<TABLE>
<CAPTION>
                                                                                                  PERIOD ENDED
                                                                                                 MARCH 31, 1994*
<S>                                                                                            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $     11.70
- ---------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------------------------
Net investment income                                                                                     0.52
- ---------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments                                                   (0.48)
- ---------------------------------------------------------------------------------------------     ---------------
  Total from investment operations                                                                         0.04
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income                                                      (0.52)
- ---------------------------------------------------------------------------------------------
  Distributions to shareholders from net realized gain
  on investment transactions                                                                              (0.02)
- ---------------------------------------------------------------------------------------------     ---------------
TOTAL DISTRIBUTIONS                                                                                       (0.54)
- ---------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, END OF PERIOD                                                                  $         11.20
- ---------------------------------------------------------------------------------------------  -------------------
TOTAL RETURN**                                                                                             0.17%
- ---------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.80%(a)
- ---------------------------------------------------------------------------------------------
  Net investment income                                                                                    4.70%(a)
- ---------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                          $     22,066
- ---------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    27%
- ---------------------------------------------------------------------------------------------
</TABLE>

 *   Reflects operations for the period from April 20, 1993 (date of initial
     public offering) to
     March 31, 1994.

 **  Based on net asset value which does not reflect the sales load or
     contingent deferred sales charge, if applicable.

 (a) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


LIBERTY MUNICIPAL
SECURITIES FUND, INC.
CLASS B SHARES
PROSPECTUS

An Open-End, Diversified
Management Investment Company

   
July 31, 1994
    

[LOGO]  FEDERATED SECURITIES CORP.
        ---------------------------------------------------
        Distributor
        A subsidiary of FEDERATED INVESTORS
        LIBERTY CENTER
        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

   
        530900406
        8051601A-B (7/94)
    




LIBERTY MUNICIPAL SECURITIES FUND, INC.
CLASS C SHARES

PROSPECTUS

The Class C Shares of Liberty Municipal Securities Fund, Inc. (the "Fund")
represent interests in an open-end, diversified management investment company (a
mutual fund) with an investment objective of providing its shareholders a high
level of current income which is exempt from federal regular income tax by
investing in a professionally managed, diversified portfolio primarily limited
to municipal bonds.

   THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.    

This prospectus contains the information you should read and know before you
invest in the Class C Shares of the Fund. Keep this prospectus for future
reference.

   The Fund has also filed a Combined Statement of Additional Information for
Class A Shares, Class B Shares, and Class C Shares dated July 31, 1994 with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information or to make inquiries about the Fund, contact your financial
institution.    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated     July 31,      1994




TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--CLASS C SHARES                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

LIBERTY FAMILY OF FUNDS                                                        3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         4
- ------------------------------------------------------

  Investment Objective                                                         4
  Investment Policies                                                          4
     Acceptable Investments                                                    4
       Characteristics                                                         5
     When-Issued and Delayed
       Delivery Transactions                                                   5
     Temporary Investments                                                     5
  Portfolio Turnover                                                           5
  Municipal Bonds                                                              6
  Investment Risks                                                             7
  Investment Limitations                                                       7

NET ASSET VALUE                                                                8
- ------------------------------------------------------

INVESTING IN CLASS C SHARES                                                    8
- ------------------------------------------------------

  Share Purchases                                                              8
     Through a Financial Institution                                           8
  Directly from the Distributor                                                9
  Minimum Investment Required                                                  9
  What Shares Cost                                                             9
  Systematic Investment Program                                                9
  Certificates and Confirmations                                               9
  Dividends and Distributions                                                 10

EXCHANGE PRIVILEGE                                                            10
- ------------------------------------------------------

  Requirements for Exchange                                                   10
  Tax Consequences                                                            11
  Making an Exchange                                                          11
     Telephone Instructions                                                   11

REDEEMING CLASS C SHARES                                                      11
- ------------------------------------------------------

  Through a Financial Institution                                             11
  Directly from the Fund                                                      12
     By Telephone                                                             12
     By Mail                                                                  12
     Signatures                                                               12
  Contingent Deferred Sales Charge                                            13
  Systematic Withdrawal Program                                               13
  Accounts with Low Balances                                                  13

FUND INFORMATION                                                              14
- ------------------------------------------------------

  Management of the Fund                                                      14
     Board of Directors                                                       14
     Officers and Directors                                                   14
     Investment Adviser                                                       17
       Advisory Fees                                                          17
       Adviser's Background                                                   17
          
           
  Distribution of Class C Shares                                              17
     Distribution and Shareholder
       Services Plans                                                         18
       Other Payments to Financial
       Institutions                                                           18

ADMINISTRATION OF THE FUND                                                    19
- ------------------------------------------------------

     Administrative Services                                                  19
     Custodian                                                                19
     Transfer Agent and Dividend
       Disbursing Agent                                                       19
     Legal Counsel                                                            19
     Independent Auditors                                                     19
   Brokerage Transactions                                                     19

SHAREHOLDER INFORMATION                                                       20
- ------------------------------------------------------

  Voting Rights                                                               20

TAX INFORMATION                                                               20
- ------------------------------------------------------

  Federal Income Tax                                                          20
  Pennsylvania Corporate and
     Personal Property Taxes                                                  21

PERFORMANCE INFORMATION                                                       21
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       22
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS--
  CLASS A SHARES                                                              23
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                             <C>        <C>
                                                   CLASS C SHARES
                                          SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..............................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)...................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable) (1)...............................................       1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable).......................................       None
Exchange Fee.............................................................................................       None

                                      ANNUAL CLASS C SHARES OPERATING EXPENSES
                                      (As a percentage of average net assets)
Management Fee...........................................................................................       0.59%
12b-1 Fee................................................................................................       0.75%
Total Other Expenses.....................................................................................       0.46%
    Shareholder Services Fee........................................................................0.25%
         Total Class C Shares Operating Expenses.........................................................       1.80%
</TABLE>

- ---------
(1) The Contingent Deferred Sales Charge assessed is 1.00% of the lesser of the
    original purchase price or the net asset value of Shares redeemed within one
    year of their purchase date. For a more complete description see "Redeeming
    Class C Shares."

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS C SHARES OF THE FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN CLASS C SHARES" AND "FUND
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

     Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales loads permitted under the rules of the National
Association of Securities Dealers, Inc.    

<TABLE>
<CAPTION>
EXAMPLE                                                                     1 year     3 years    5 years   10 years
<S>                                                                        <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of each time period.......     $29        $57        $97       $212
You would pay the following expenses on the same investment,
assuming no redemption...................................................     $18        $57        $97       $212
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   The information set forth in the foregoing table and example relates only to
Class C Shares of the Fund. The Fund also offers two additional classes of
shares called Class A Shares and Class B Shares. Class C Shares, Class A Shares,
and Class B Shares are subject to certain of the same expenses; however, Class A
Shares are subject to a maximum sales load of 4.50% but are not subject to a
12b-1 fee or a contingent deferred sales charge. Class B Shares are subject to a
12b-1 fee of 0.75% and a maximum contingent deferred sales charge of 5.00%, but
are not subject to a sales load. See "Other Classes of Shares."    


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS C SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994, is included in the Annual Report
dated March 31, 1994, which is incorporated by reference.

<TABLE>
<CAPTION>
                                                                                                  PERIOD ENDED
                                                                                                 MARCH 31, 1994*
<S>                                                                                            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                $        11.70
- ---------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------------------------
Net investment income                                                                                         0.52
- ---------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments                                                       (0.48)
- ---------------------------------------------------------------------------------------------  -------------------
  Total from investment operations                                                                            0.04
- ---------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income                                                         (0.52)
- ---------------------------------------------------------------------------------------------
  Distributions to shareholders from net realized gain
  on investment transactions                                                                                 (0.02)
- ---------------------------------------------------------------------------------------------  -------------------
TOTAL DISTRIBUTIONS                                                                                          (0.54)
- ---------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, END OF PERIOD                                                                      $        11.20
- ---------------------------------------------------------------------------------------------  -------------------
TOTAL RETURN**                                                                                               0.17%
- ---------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------------------
  Expenses                                                                                                   1.80%(a)
- ---------------------------------------------------------------------------------------------
  Net investment income                                                                                      4.70%(a)
- ---------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $22,066
- ---------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                  27%
- ---------------------------------------------------------------------------------------------
</TABLE>

 *   Reflects operations for the period from April 20, 1993 (date of initial
     public offering) to
     March 31, 1994.

 **  Based on net asset value which does not reflect the sales load or
     contingent deferred sales charge, if applicable.

 (a) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Fund was incorporated under the laws of the State of Maryland on September
10, 1976. The Fund's address is Liberty Center, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Fund to offer separate series of shares representing interests in separate
portfolios of securities. The shares in any one portfolio may be offered in
separate classes. With respect to this Fund, as of the date of this prospectus,
the Board of Directors ("Directors") has established three classes of shares,
known as Class A Shares, Class B Shares, and Class C Shares. This prospectus
relates only to the Class C Shares ("Shares") of the Fund.

   Class C Shares of the Fund are designed primarily for individuals and
institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio primarily limited to municipal
bonds. A minimum initial investment of $1,500 is required.

Class C Shares are sold at net asset value. A contingent deferred sales charge
of 1.00% will be charged on assets redeemed within the first 12 months following
purchase.    

LIBERTY FAMILY OF FUNDS
- --------------------------------------------------------------------------------

This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:

      American Leaders Fund, Inc., providing growth of capital and income
      through high-quality stocks;

      Capital Growth Fund, providing appreciation of capital primarily through
      equity securities;

      Fund for U.S. Government Securities, Inc., providing current income
      through long-term U.S. government securities;

      International Equity Fund, providing long-term capital growth and income
      through international securities;

      International Income Fund, providing a high level of current income
      consistent with prudent investment risk through high-quality debt
      securities denominated primarily in foreign currencies;

      Liberty Equity Income Fund, Inc., providing above-average income and
      capital appreciation through income producing equity securities;

      Liberty High Income Bond Fund, Inc., providing high current income through
      high-yielding, lower-rated corporate bonds;

      Liberty U.S. Government Money Market Trust, providing current income
      consistent with stability of principal through high-quality U.S.
      government securities;

      Liberty Utility Fund, Inc., providing current income and long-term growth
      of income, primarily through electric, gas, and communications utilities;

         Limited Term Fund, providing a high level of current income, consistent
      with minimum fluctuation in principal value through investment grade
      securities;


      Limited Term Municipal Fund, providing a high level of current income
      exempt from federal regular income tax consistent with the preservation
      of principal, primarily limited to municipal securities;

      Michigan Intermediate Municipal Trust, providing current income exempt
      from federal regular income tax and the personal income taxes imposed by
      the state of Michigan and Michigan municipalities, primarily through
      Michigan municipal securities;

      Pennsylvania Municipal Income Fund, providing current income exempt from
      federal regular income tax and the personal income taxes imposed by the
      Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
      securities;

      Strategic Income Fund, providing a high level of current income, primarily
      through domestic and foreign corporate debt obligations;    

      Tax-Free Instruments Trust, providing current income consistent with
      stability of principal and exempt from federal income tax, through
      high-quality, short-term municipal securities; and

         World Utility Fund, providing total return through securities issued by
      domestic and foreign companies in the utilities industries.    

Prospectuses for these funds are available by writing to Federated Securities
Corp.

Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.

The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of a proven, professional investment adviser.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide for its shareholders a high
level of current income which is exempt from federal regular income tax.
Interest income of the Fund that is exempt from federal income tax retains its
tax-free status when distributed to the Fund's shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus. The
investment objective and the policies and limitations described below cannot be
changed without approval of shareholders.

INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by investing
at least 65% of its portfolio in municipal bonds. Municipal bonds are debt
obligations issued by or on behalf of states, territories, and possessions of
the United States, including the District of Columbia, and their political
subdivisions, agencies, and instrumentalities, the interest from which is exempt
from federal regular income tax.


        CHARACTERISTICS.  The municipal bonds which the Fund buys have the same
     characteristics assigned by Moody's Investors Service, Inc. and Standard &
     Poor's Corporation to bonds of investment grade quality or better. However,
     the Fund is not restricted to buying rated securities. Medium quality
     investment grade bonds are rated A and Baa by Moody's or A and BBB by
     Standard & Poor's. In certain cases the Fund's adviser may choose bonds
     which are unrated if it judges the bonds to have the same characteristics
     as medium quality bonds (i.e., an adequate but not outstanding capacity to
     service their debt). Bonds rated "BBB" by Standard & Poor's or "Baa" by
     Moody's have speculative characteristics. Changes in economic conditions or
     other circumstances are more likely to weaken capacity to make principal
     and interest payments than higher rated bonds. If a high-rated bond loses
     its rating or has its rating reduced after the Fund has purchased it, the
     Fund is not required to drop the bond from the portfolio, but will consider
     doing so. There is no limit to portfolio maturity. A description of the
     ratings categories is contained in the Appendix to the Statement of
     Additional Information.    

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase municipal
bonds on a when-issued or delayed delivery basis. In when-issued and delayed
delivery transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to complete the transaction may cause the Fund
to miss a price or yield considered to be advantageous. The Fund's investment
adviser has adopted an operating policy, which can be changed by the Board of
Directors of the Fund, that investments in such securities will be limited to
20% of the Fund's assets.

TEMPORARY INVESTMENTS.  The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular income tax. However, from
time to time on a temporary basis, or when the investment adviser determines
that market conditions call for a temporary defensive posture, the Fund may
invest in short-term tax-exempt or taxable temporary investments. These
temporary investments include: notes issued by or on behalf of municipal or
corporate issuers; obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities; other debt securities; commercial paper;
certificates of deposit of banks; and repurchase agreements (arrangements in
which the organization selling the Fund a bond or temporary investment agrees at
the time of sale to repurchase it at a mutually agreed upon time and price).

There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those it considers to
be of good quality. The Fund intends to invest no more than 20% of its assets in
temporary investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.

PORTFOLIO TURNOVER

Securities in the Fund's portfolio will be sold whenever the Fund's investment
adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held. The adviser to the Fund does not anticipate that portfolio turnover
will result in adverse tax consequences. Any such trading will increase the
Fund's portfolio turnover rate and transaction costs.


MUNICIPAL BONDS

Municipal bonds are generally issued to finance public works, such as airports,
bridges, highways, housing, hospitals, mass transportation projects, schools,
streets, and water and sewer works. They are also issued to repay outstanding
obligations, to raise funds for general operating expenses, and to make loans to
other public institutions and facilities.

Municipal bonds include industrial development bonds issued by or on behalf of
public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The availability
of this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's pledge
of its full faith and credit and taxing power for the payment of principal and
interest. Interest on and principal of revenue bonds, however, are payable only
from the revenue generated by the facility financed by the bond or other
specified sources of revenue. Revenue bonds do not represent a pledge of credit
or create any debt of or charge against the general revenues of a municipality
or public authority. Industrial development bonds are typically classified as
revenue bonds.

Municipal bonds may carry fixed, floating or inverse floating rates of interest.
Fixed rate bonds bear interest at the same rate from issuance until maturity.
The interest rate on floating rate bonds is subject to adjustment based upon
changes in market interest rates or indices, such as a bank's prime rate or a
published market index. The interest rate may be adjusted at specified intervals
or immediately upon any change in the applicable index rate. The interest rate
for most floating rate bonds varies directly with changes in the index rate, so
that the market value of the bond will approximate its stated value at the time
of each adjustment. However, inverse floating rate bonds have interest rates
that vary inversely with changes in the applicable index rate, such that the
bond's interest rate rises when market interest rates fall and fall when market
rates rise. The market value of floating rate bonds is less sensitive than fixed
rate bonds to changes in market interest rates. In contrast, the market value of
inverse floating rate bonds is more sensitive to market rate changes than fixed
or floating rate bonds. The affect of market rate changes on bonds depends upon
a variety of factors, including market expectations as to future changes in
interest rates and, in the case of floating and inverse floating rate bonds, the
frequency with which the interest rate is adjusted and the multiple of the index
rate used in making the adjustment.

Most municipal bonds pay interest in arrears on a semiannual or more frequent
basis. However, certain bonds, variously known as capital appreciation bonds or
zero coupon bonds, do not provide for any interest payments prior to maturity.
Such bonds are normally sold at a discount from their stated value, or provide
for periodic increases in their stated value to reflect a compounded interest
rate. The market value of these bonds is also more sensitive to changes in
market interest rates than bonds that provide for current interest payments.

The Fund does not intend to purchase securities if, as a result of such
purchase, more than 25% of the value of its total assets would be invested in
the securities of governmental subdivisions located in any one state, territory,
or possession of the United States.


   The Fund will not invest 25% or more of its total assets in any one industry.
Governmental issuers of municipal securities are not considered part of any
"industry." However, municipal securities backed only by the assets and revenues
of nongovernmental users may, for this purpose, be deemed to be related to the
industry in which such nongovernmental users engage, and the 25% limitation
would apply to such obilgations. It is nonetheless possible that the Fund may
invest more than 25% of its assets in a broader segment of the municipal
securities market, such as revenue obligations of hospitals and other health
care facilities, housing agency revenue obligations or airport revenue
obligations. This would be the case only if the Fund determines that the yields
available from obligations in a particular segment of the market justified the
additional risks associated with a large investment in such segment. Although
such obligations could be supported by the credit of governmental users or by
the credit of nongovernmental users engaged in a number of industries, economic,
business, political and other developments generally affecting the revenues of
such users (for example, proposed legislation or pending court decisions
affecting the financing of such projects and market factors affecting the demand
for their services or products) may have a general adverse effect on all
municipal securities in such a market segment. The Fund reserves the right to
invest more than 25% of its assets in industrial development bonds or private
activity bonds or in securities of issuers located in the same state, however,
it has no present intention to do so.    

INVESTMENT RISKS

Yields on municipal bonds depend on a variety of factors, including: the general
conditions of the money market and the taxable and municipal bond markets; the
size of the particular offering; the maturity of the obligations; and the rating
of the issue. The ability of the Fund to achieve its investment objective also
depends on the continuing ability of the issuers of municipal bonds to meet
their obligations for the payment of interest and principal when due. The prices
of municipal bonds fluctuate inversely in relation to the direction of interest
rates. The prices of longer term bonds fluctuate more widely in response to
market interest rates changes.

INVESTMENT LIMITATIONS

The Fund will not:

      borrow money or pledge securities except, under certain circumstances, the
      Fund may borrow up to one-third of the value of its total assets and
      pledge up to 10% of the value of those assets to secure such borrowings;

      invest more than 5% of its total assets in securities of one issuer
      (except cash and cash items and U.S. government obligations); or

      invest more than 10% of its total assets in municipal bonds subject to
      legal or contractual restrictions on resale, including repurchase
      agreements maturing in more than seven days.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, can be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.


The Fund will not:

      invest more than 5% of its total assets in securities of issuers that have
      records of less than three years of continuous operations; or

      invest more than 10% of its net assets in illiquid securities, including
      restricted securities which the adviser believes cannot be sold within
      seven days and repurchase agreements maturing in more than seven days.

NET ASSET VALUE
- --------------------------------------------------------------------------------

   The Fund's net asset value per Share fluctuates. The net asset value for
Shares is determined by adding the interest of the Class C Shares in the market
value of all securities and other assets of the Fund, subtracting the interest
of the Class C Shares in the liabilities of the Fund and those attributable to
Class C Shares, and dividing the remainder by the total number of Class C Shares
outstanding. The net asset value for Class A Shares may differ from that of
Class B Shares and Class C Shares due to the variance in daily net income
realized by each class. Such variance will reflect only accrued net income to
which the shareholders of a particular class are entitled.    

INVESTING IN CLASS C SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through a financial institution which has a sales agreement with
the distributor, or directly from the distributor, Federated Securities Corp.,
once an account has been established. In connection with the sale of Shares,
Federated Securities Corp. may, from time to time, offer certain items of
nominal value to any shareholder or investor. The Fund reserves the right to
reject any purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or an investment dealer) to place an order to purchase Shares.
Orders through a financial institution are considered received when the Fund is
notified of the purchase order. Purchase orders through a registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for Shares to be purchased at that day's price. Purchase orders through
other financial institutions must be received by the financial institution and
transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares to
be purchased at that day's price. It is the financial institution's
responsibility to transmit orders promptly.

The financial institution which maintains investor accounts with the Fund must
do so on a fully disclosed basis unless it accounts for share ownership periods
used in calculating the contingent deferred sales charge (see "Contingent
Deferred Sales Charge"). In addition, advance payments made to financial
institutions may be subject to reclaim by the distributor for accounts
transferred to financial institutions which do not maintain investor accounts on
a fully disclosed basis and do not account for share ownership periods (see
"Other Payments to Financial Institutions").


DIRECTLY FROM THE DISTRIBUTOR

An investor may place an order to purchase Shares directly from Federated
Securities Corp. once an account has been established. To do so:

      complete and sign the new account form available from the Fund;

      enclose a check made payable to Liberty Municipal Securities Fund, Inc.
      Class C Shares; and

      mail both to Federated Services Company, P.O. Box 8604, Boston, MA
      02266-8604.

Orders by mail are considered received after payment by check is converted by
the transfer agent's bank, State Street Bank and Trust Company ("State Street
Bank"), into federal funds. This is generally the next business day after State
Street Bank receives the check.

To purchase Shares directly from the distributor by wire once an account has
been established, call the Fund. All information needed will be taken over the
telephone, and the order is considered received when State Street Bank receives
payment by wire. Federal funds should be wired as follows: Federated Services
Company, c/o State Street Bank and Trust Company, Boston, Massachusetts 02105;
Attention: Mutual Fund Servicing Division; For Credit to: Liberty Municipal
Securities Fund, Inc.--Class C Shares; Title or Name of Account; Wire Order
Number and/or Account Number. Shares cannot be purchased by wire on Columbus
Day, Veteran's Day or Martin Luther King Day.

MINIMUM INVESTMENT REQUIRED

   The minimum initial investment in the Class C Shares of the Fund is $1,500.
Subsequent investments must be in amounts of at least $100.    


WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received.

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no Shares are tendered for redemption and no orders to
purchase Shares are received; and (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined after an order is
received by the Fund. A shareholder may apply for participation in this program
through his financial institution or directly through the Fund.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a Share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.


Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

   Dividends are declared daily and paid monthly. Distributions of any net
realized long-term capital gains will be made at least once every twelve months.
Dividends and distributions are automatically reinvested on payment dates in
additional Shares at ex-dividend date net asset value without a sales load,
unless shareholders request cash payments on a new account form or by writing to
the transfer agent.    

Shares purchased through a financial institution, for which payment by wire is
received by the transfer agent the business day following the order, begin to
earn dividends on the day the wire payment is received. Otherwise, shares
purchased by wire begin to earn dividends on the business day after wire payment
is received by the transfer agent. Shares purchased by mail, or through a
financial institution, if the financial institution's payment is by check, begin
to earn dividends on the second business day after the check is received by the
transfer agent.

Shares earn dividends through the business day that proper written redemption
instructions are received by the transfer agent.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

In order to provide greater flexibility to Fund shareholders whose investment
objectives have changed, Class C shareholders may exchange all or some of their
Shares for Class C Shares in other funds in the Liberty Family of Funds at net
asset value without a contingent deferred sales charge. Any contingent deferred
sales charge charged at the time exhanged-for shares are redeemed is calculated
as if the shareholder had held the shares from the date on which he or she
became a shareholder of the exchanged-from Shares. For more information, see
"Contingent Deferred Sales Charge."

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.

This privilege is available to shareholders resident in any state in which the
shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in Class C Shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.

Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds or certain Federated Funds are available by contacting the Fund.


TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, capital gain or loss may be
realized.

MAKING AN EXCHANGE

   Instructions for exchanges for the Liberty Family of Funds or certain
Federated Funds may be given in writing or by telephone. Written instructions
may require a signature guarantee. Shareholders of the Fund may have difficulty
in making exchanges by telephone through brokers and other financial
institutions during times of drastic economic or market changes. If a
shareholder cannot contact his broker or financial institution by telephone, it
is recommended that an exchange request be made in writing and sent by overnight
mail to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604.    

TELEPHONE INSTRUCTIONS.  Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor is
on file with the Fund. Telephone exchange instructions may be recorded. If the
instructions are given by a broker, a telephone authorization form completed by
the broker must be on file with the Fund. Shares may be exchanged between two
funds by telephone only if the two funds have identical shareholder
registrations.

   Any Shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions may be recorded. Such instructions will be
processed as of 4:00 p.m. (Eastern time) and must be received by the Fund before
that time for shares to be exchanged the same day. Shareholders exchanging into
a Fund will not receive any dividend that is payable to shareholders of record
on that date. This privilege may be modified or terminated at any time. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.    

REDEEMING CLASS C SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value, less any applicable contingent
deferred sales charge next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemptions can be made through a financial institution or directly
from the Fund. Redemption requests must be received in proper form.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares of the Fund by calling his financial institution
(such as a bank or an investment dealer) to request the redemption. Shares will
be redeemed at the net asset value, less any applicable contingent deferred
sales charge, next determined after the Fund receives the redemption request
from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for Shares to be redeemed at that day's net asset value. Redemption
requests through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 p.m. (Eastern time) in order
for Shares to be redeemed at that

day's net asset value. The financial institution is responsible for promptly
submitting redemption requests and providing proper written redemption
instructions to the Fund. The financial institution may charge customary fees
and commissions for this service.

DIRECTLY FROM THE FUND

   BY TELEPHONE.  Shareholders who have not purchased Shares through a financial
institution may redeem their Shares by telephoning the Fund. Telephone
redemption instructions may be recorded. The proceeds will be mailed to the
shareholder's address of record or wire transferred to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System,
normally within one business day, but in no event longer than seven days after
the request. The minimum amount for a wire transfer is $1,000. If at any time,
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.    

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

   In the event of drastic economic or market changes, a shareholder may
experience difficulty redeeming by telephone. If such a case should occur,
another method of redemption should be considered.

BY MAIL.  Any shareholder may redeem Shares by sending a written request to
Federated Services Company, P.O. Box 8604, Boston, Massachusetts 02266-8604. The
written request should include the shareholder's name, the Fund name and class
designation, the account number, and the Share or dollar amount requested, and
should be signed exactly as the Shares are registered.    

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders should call the Fund for assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

      a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF"), which is administered by the Federal Deposit
      Insurance Corporation ("FDIC");

      a member of the New York, American, Boston, Midwest, or Pacific Stock
      Exchange;

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

      any other "eligible guarantor institution," as defined in the Securities
      Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.


Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

CONTINGENT DEFERRED SALES CHARGE

Shareholders who purchased Shares will be charged a contingent deferred sales
charge by Federated Securities Corp. of 1.00% for redemptions of those Shares
made within one year from date of purchase. To the extent that a shareholder
exchanges between or among Class C Shares in other funds in the Liberty Family
of Funds, the time for which the exchanged-for shares were held will be added,
or "tacked." to the time for which the exchanged-from shares were held for the
purposes of satisfying the one-year holding period. The contingent deferred
sales charge will be calculated based upon the lesser of the original purchase
price of the Shares or the net asset value of the Shares when redeemed. For
additional information, see "Other Payments to Financial Institutions."

The contingent deferred sales charge will not be imposed on Shares acquired
through reinvestment of dividends or distribution of short-term or long-term
capital gains. Redemptions are deemed to have occurred in the following order:
(i) Shares acquired through the reinvestment of dividends and long-term capital
gains, (ii) purchases of Shares occurring more than one year before the date of
redemption, and (iii) purchases of Shares within the previous year.

A contingent deferred sales charge will not be charged in connection with
exchanges of Shares for Class C Shares in other Liberty Family Funds or in
connection with redemptions by the Fund of accounts with low balances.

   No contingent deferred sales charge will be imposed on shares purchased
through a bank trust department, an investment adviser. For additional
information, see "Other Payments to Financial Institutions."    

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder. Depending upon the amount of the withdrawal
payments, the amount of dividends paid and capital gains distributions with
respect to Shares, and the fluctuation of the net asset value of Shares redeemed
under this program, redemptions may reduce, and eventually deplete, the
shareholder's investment in the Fund. For this reason, payments under this
program should not be considered as yield or income on the shareholder's
investment in the Fund. To be eligible to participate in this program, a
shareholder must have an account value of at least $10,000. A shareholder may
apply for participation in this program through his financial institution.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,500. This
requirement does not apply, however, if the balance falls below $1,500 because
of changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the

shareholder is notified in writing and allowed 30 days to purchase additional
Shares to meet the minimum requirement.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS.  The Fund is managed by a Board of Directors. The Directors
are responsible for managing the Fund's business affairs and for exercising all
of the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.

OFFICERS AND DIRECTORS.  Officers and Directors are listed with their addresses,
principal occupations, and present positions, including any affiliation with
Federated Advisers, Federated Investors, Federated Securities Corp., Federated
Services Company, Federated Administrative Services, and the Funds (as defined
in the Combined Statement of Additional Information).

<TABLE>
<CAPTION>
                                POSITIONS WITH
NAME AND ADDRESS                THE FUND            PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
<S>                             <C>                 <C>
John F. Donahue*\               Chairman and        Chairman and Trustee, Federated Investors; Chairman and
Federated Investors Tower       Director            Trustee, Federated Advisers, Federated Management, and
Pittsburgh, PA                                      Federated Research; Director, AEtna Life and Casualty
                                                    Company; Chief Executive Officer and Director, Trustee, or
                                                    Managing General Partner of the Funds; formerly, Director,
                                                    The Standard Fire Insurance Company. Mr. Donahue is the
                                                    father of J.
                                                    Christopher Donahue, President and Director of the Fund.

John T. Conroy, Jr.             Director            President, Investment Properties Corporation; Senior
Wood/IPC Commercial                                 Vice-President, John R. Wood and Associates, Inc., Realtors;
Department                                          President, Northgate Village Development Corporation;
John R. Wood and                                    General Partner or Trustee in private real estate ventures
Associates, Inc.,                                   in Southwest Florida; Director, Trustee, or Managing General
Realtors                                            Partner of the Funds; formerly, President, Naples Property
3255 Tamiami Trail North                            Management, Inc.
Naples, FL

William J. Copeland             Director            Director and Member of the Executive Committee, Michael
One PNC Plaza--                                     Baker, Inc.; Director, Trustee, or Managing General Partner
23rd Floor                                          of the Funds; formerly, Vice Chairman and Director, PNC
Pittsburgh, PA                                      Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,

James E. Dowd                   Director            Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
571 Hayward Mill Road                               Director, Trustee, or Managing General Partner of the Funds;
Concord, MA                                         formerly, Director, Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D.         Director            Hematologist, Oncologist, and Internist, Presbyterian and
3471 Fifth Avenue                                   Montefiore Hospitals; Clinical Professor of Medicine and
Suite 1111                                          Trustee, University of Pittsburgh; Director, Trustee, or
Pittsburgh, PA                                      Managing General Partner of the Funds.

Edward L. Flaherty, Jr.\        Director            Attorney-at-law; Partner, Meyer and Flaherty; Director,
5916 Penn Mall                                      Eat'N Park Restaurants, Inc., and Statewide Settlement
Pittsburgh, PA                                      Agency, Inc.; Director, Trustee, or Managing General Partner
                                                    of the Funds; formerly, Counsel, Horizon Financial, F.A.,
                                                    Western Region.

Peter E. Madden                 Director            Consultant; State Representative, Commonwealth of
225 Franklin Street                                 Massachusetts; Director, Trustee, or Managing General
Boston, MA                                          Partner of the Funds; formerly, President, State Street Bank
                                                    and Trust Company and State Street Boston Corporation; and
                                                    Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer                 Director            Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
5916 Penn Mall                                      Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.;
Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                    formerly, Vice Chairman, Horizon Financial, F.A.

Wesley W. Posvar                Director            Professor, Foreign Policy and Management Consultant;
1202 Cathedral of                                   Trustee, Carnegie Endowment for International Peace, RAND
Learning                                            Corporation, Online Computer Library Center, Inc., and U.S.
University of Pittsburgh                            Space Foundation; Chairman, Czecho Slovak Management Center;
Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                    President Emeritus, University of Pittsburgh; formerly,
                                                    Chairman, National Advisory Council for Environmental Policy
                                                    and Technology.

Marjorie P. Smuts               Director            Public relations/marketing consultant; Director, Trustee, or
4905 Bayard Street                                  Managing General Partner of the Funds.
Pittsburgh, PA

   J. Christopher Donahue*      President and       President and Trustee, Federated Investors; Trustee and
Federated Investors Tower       Director            President, Federated Advisers, Federated Management, and
Pittsburgh, PA                                      Federated Research; Director and President, Federated
                                                    Research Corp.; President, Passport Research, Ltd.; Trustee,
                                                    Federated Administrative Services, Federated Services
                                                    Company, and Federated Shareholder Services; President or
                                                    Vice President of the Funds; Director, Trustee, or Managing
                                                    General Partner of some of the Funds. Mr. Donahue is the son
                                                    of John F. Donahue, Chairman and Director of the Fund.    

Richard B. Fisher               Vice President      Executive Vice President and Trustee, Federated Investors;
Federated Investors Tower                           Chairman and Director, Federated Securities Corp.; President
Pittsburgh, PA                                      or Vice President of the Funds; Director or Trustee of some
                                                    of the Funds.

Edward C. Gonzales              Vice President      Vice President, Treasurer, and Trustee, Federated In-
Federated Investors Tower       and Treasurer       vestors; Vice President and Treasurer, Federated Advisers,
Pittsburgh, PA                                      Federated Management, and Federated Research; Executive Vice
                                                    President, Treasurer, and Director, Federated Securities
                                                    Corp.; Trustee, Federated Services Company; Chairman,
                                                    Treasurer, and Trustee, Federated Administrative Services;
                                                    Trustee or Director of some of the Funds; Vice President and
                                                    Treasurer of the Funds.

John W. McGonigle               Vice President      Vice President, Secretary, General Counsel, and Trustee,
Federated Investors Tower       and Secretary       Federated Investors; Vice President, Secretary, and Trustee,
Pittsburgh, PA                                      Federated Advisers, Federated Management, and Federated
                                                    Research; Trustee, Federated Services Company, Executive
                                                    Vice President, Secretary, and Trustee, Federated
                                                    Administrative Services; Director and Executive Vice
                                                    President, Federated Securities Corp.; Vice President and
                                                    Secretary of the Funds.
</TABLE>


* This Director is deemed to be an "interested person" of the Fund as
  defined in the Investment Company Act of 1940, as amended.

\Member of the Fund's Executive Committee. The Executive Committee of the Board
 of Directors handles the responsibilites of the Board of Directors between
 meetings of the Board.

Officers and Directors own less than 1% of the Fund's outstanding shares.

   INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Advisers (the "Adviser"), the Fund's investment adviser, subject to direction by
the Directors. The adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.    

     ADVISORY FEES.  The Fund's adviser receives an annual investment advisory
     fee equal to.30 of 1% of the Fund's average daily net assets, plus 4.5% of
     the Fund's annual gross income (excluding any capital gains or losses). The
     adviser may voluntarily choose to waive a portion of its fee or reimburse
     the Fund for certain operating expenses. The adviser can terminate this
     voluntary waiver of its advisory fee at any time at its sole discretion.
     The adviser has also undertaken to reimburse the Fund for operating
     expenses in excess of limitations established by certain states.

     ADVISER'S BACKGROUND.  Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Advisers and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

     Jonathan C. Conley has been the Fund's portfolio manager since October,
     1984. Mr. Conley joined Federated Investors in 1979 and has been a Vice
     President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Virginia.

   
    

DISTRIBUTION OF CLASS C SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.


   The distributor may offer to pay dealers/financial institutions an amount
equal to 1% of the net asset value of Shares purchased by their clients or
customers at the time of purchase. These payments will be made directly by the
distributor from its assets and will not be made from assets of the Fund.
Financial institutions may elect to waive the initial payment described above;
however, such waiver will result in the waiver by the Fund of the otherwise
applicable contingent deferred sales charge.    

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Class C Shares will pay to the distributor an amount, computed at an annual
rate of .75 of 1% of the average daily net assets of the Class C Shares to
finance any activity which is principally intended to result in the sale of
shares subject to the Distribution Plan. The distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales support services as agents for
their clients or customers.

   The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Fund has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net assets of the Class C Shares to obtain certain personal services for
shareholders and the maintenance of shareholder accounts ("shareholder
services"). The Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.    

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the capacities described above or should
Congress relax current restrictions on depository institutions, the Directors
will consider appropriate changes in the services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from the interpretations
given to the Glass-Steagall Act and, therefore, banks and financial institutions
may be required to register as dealers pursuant to state laws.

The distributor may, from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan.

   OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  The distributor may offer to pay a
fee from its own assets to financial institutions as financial assistance for
providing substantial marketing and sales support. The support may include
sponsoring sales, educational and training seminars at recreational-

type facilities, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of Shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or affiliates.    

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors as specified below:

<TABLE>
<CAPTION>
                                           AVERAGE AGGREGATE DAILY NET ASSETS
     MAXIMUM ADMINISTRATIVE FEE                  OF THE FEDERATED FUNDS
<S>                                   <C>
          0.15 of 1%                    on the first $250 million
          0.125 of 1%                   on the next $250 million
          0.10 of 1%                    on the next $250 million
          0.075 of 1%                   on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

CUSTODIAN.  State Street Bank and Trust Company, Box 8604, Boston, Massachusetts
02266-8604, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8604, Boston, Massachusetts 02266-8604 is transfer agent for the Shares of
the Fund, and dividend disbursing agent for the Fund.

   LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly,
2510 Centre City Tower, Pittsburgh, Pennsylvania 15222, and Dickstein, Shapiro &
Morin, L.L.P., 2101 L Street, N.W., Washington, D.C. 20037.    

INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche, 125 Summer Street, Boston, Massachusetts 02110.

   BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the Adviser will generally utilize
those who are recognized dealers in specific portfolio instruments, except when
a better price and execution of the order can be obtained elsewhere. In
selecting among firms believed to meet these criteria, the Adviser may give
consideration to those firms which have sold or are selling Shares of the Fund
and other funds distributed by Federated Securities Corp. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Board of Directors.    

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each Share gives the shareholder one vote in Director elections and other
matters submitted to shareholders for vote. All shares of each portfolio or
class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only shares of that portfolio or class are
entitled to vote.

As a Maryland corporation, the Fund is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in the
Fund's operation and for the election of Directors under certain circumstances.

Directors may be removed by a two-thirds vote of the number of Directors prior
to such removal or by a two-thirds vote of the shareholders as a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Fund's
outstanding shares of all series entitled to vote.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

Shareholders are not required to pay federal income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds. However, under the Tax Reform Act of 1986, dividends representing net
interest income earned on some municipal bonds may be included in calculating
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.

The alternative minimum tax, equal to up to 28% of alternative minimum taxable
income for individuals and 20% for corporations, applies when it exceeds the
regular tax for the taxable year. Alternative minimum taxable income is equal to
the regular taxable income of the taxpayer increased by certain "tax preference"
items not included in regular taxable income and reduced by only a portion of
the deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item. Unlike traditional
governmental purpose municipal bonds, which finance roads, schools, libraries,
prisons, and other public facilities, private activity bonds provide benefits to
private parties. The Fund may purchase all types of municipal bonds, including
private activity bonds. Thus, should it purchase any such bonds, a portion of
the Fund's dividends may be treated as a tax preference item.


In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
Distributions representing net long-term capital gains realized by the Fund, if
any, will be taxable as long-term capital gains regardless of the length of time
shareholders have held their Shares.

These tax consequences apply whether dividends are received in cash or as
additional Shares. Information on the tax status of dividends and distributions
is provided annually.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston & Donnelly, counsel to the Fund:

      the Fund is subject to the Pennsylvania corporate franchise tax; and

      Fund shares are exempt from personal property taxes imposed by counties,
      municipalities, and school districts in Pennsylvania.

Distributions representing net interest received on tax-exempt municipal
securities are not necessarily free from income taxes of any state or local
taxing authority. State laws differ on this issue and shareholders are urged to
consult their own tax advisers.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return, yield, and
tax-equivalent yield for Class C Shares.

Total return represents the change, over a specific period of time, in the value
of an investment in Class C Shares after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of Class C Shares is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by Class
C Shares over a thirty-day period by the maximum offering price per share of the
Fund on the last day of the period. This number is then annualized using
semi-annual compounding. The tax-equivalent yield of Class C Shares is
calculated similarly to the yield but is adjusted to reflect the taxable yield
that Class C Shares would have had to earn to equal its actual yield, assuming a
specific tax rate. The yield and the tax-equivalent yield do not necessarily
reflect income actually earned by Class C Shares and therefore, may not
correlate to the dividends or other distributions paid to shareholders.

The performance information reflects the effect of non-recurring charges, such
as the contingent deferred sales charge, which, if excluded, would increase the
total return, yield, and tax-equivalent yield.

   Total return, yield and tax-equivalent yield will be calculated separately
for Class A Shares, Class B Shares, and Class C Shares. Because Class B Shares
and Class C Shares are subject to Rule 12b-1 fees and Shareholder Services Fees,
the yield and tax-equivalent yield for Class A Shares, for the same period, may
exceed that of Class B Shares and Class C Shares. Because Class A Shares are
subject to a higher maximum sales load, the total return for Class B Shares and
Class C Shares, for the same period, may exceed that of Class A Shares.
Depending on the dollar amount invested and the time period for which any
particular class of Shares is held, the total return for any particular class
may exceed that of another.    

From time to time, the Fund may advertise the performance of Class A Shares,
Class B Shares, and Class C Shares using certain financial publications and/or
compare the performance of Class A Shares, Class B Shares, and Class C Shares to
certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The Fund currently offers Class A Shares, Class B Shares, and Class C Shares.

   Class A Shares are sold primarily to customers of financial institutions
subject to a front-end sales load of up to 4.50%. The Fund has also adopted a
Shareholder Services Fee of up to 0.25 of 1% of the Class A Shares' average
daily net assets with respect to Class A Shares. Class A Shares are subject to a
minimum initial investment of $500. Class A Shares are not distributed pursuant
to a Rule 12b-1 Plan, and therefore, are not subject to a distribution services
fee.

Class B Shares are sold primarily to customers of financial institutions subject
to certain contingent deferred sales charges. Class B Shares are distributed
pursuant to a Rule 12b-1 Plan adopted by the Fund whereby the distributor is
paid a fee up to 0.75 of 1%. The Fund has also adopted a Shareholder Services
Fee of up to 0.25 of 1% of the Class B Shares' average daily net assets with
respect to Class B Shares. Investments in Class B Shares are subject to a
minimum initial investment of $1,500.

The amount of dividends payable to Class A Shares may generally exceed that of
Class B Shares and Class C Shares by the difference between Class Expenses and
Distribution and Shareholder Service Expenses borne by Class B Shares and shares
of each respective class.    

The stated advisory fee is the same for all classes of shares.


LIBERTY MUNICIPAL SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS
CLASS A SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following table has been audited by Deloitte & Touche, the Fund's
independent auditors. Their report dated May 13, 1994 on the Fund's financial
statements for the year ended March 31, 1994 is included in the Annual Report
dated March 31, 1994 which is incorporated by reference.

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                       MARCH 31,
                        1994       1993       1992       1991       1990       1989       1988       1987       1986       1985*
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $   11.62  $   10.98  $   10.61  $   10.47  $   10.26  $   10.03  $   10.80  $   10.51  $    8.91  $    8.51
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.66       0.66       0.67       0.71       0.72       0.72       0.73       0.75       0.80       0.40
- --------------------
 Net realized and
 unrealized
 gain/(loss) on
 investments              (0.40)      0.64       0.37       0.14       0.21       0.23      (0.77)      0.29       1.60       0.40
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from
 investment
 operations                0.26       1.30       1.04       0.85       0.93       0.95      (0.04)      1.04       2.40       0.80
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.66)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions             (0.02)    --         --         --         --         --         --         --         --         --
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total Distributions      (0.68)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)     (0.75)     (0.80)     (0.40)
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END
OF PERIOD             $    11.20 $    11.62 $    10.98 $    10.61 $    10.47 $    10.26 $    10.03 $    10.80 $    10.51 $     8.91
- --------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**            2.10%     12.13%     10.05%      8.42%      9.20%      9.76%    (0.17%)     10.28%     28.25%      9.49%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                 0.84%      0.80%      0.84%      0.89%      0.90%      0.95%      0.95%      0.95%      0.93%   1.04%(b)
- --------------------
 Net investment
 income                   5.59%      5.81%      6.17%      6.77%      6.80%      7.07%      7.28%      7.07%      8.39%   9.09%(b)
- --------------------
 Expense waiver/
 reimbursement(a)        --         --         --         --         --         --         --         --          0.23%   0.30%(b)
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)              $714,384   $706,126   $590,118   $511,611   $474,797   $440,445   $388,916   $424,655   $248,710   $105,664
- --------------------
 Portfolio turnover
 rate                     27%        13%         8%        45%        25%        58%        55%        13%         2%         1%
- --------------------

<CAPTION>
                      SEPT. 30,
                        1984
<S>                   <C>
NET ASSET VALUE,
BEGINNING OF PERIOD   $    9.20
- --------------------
INCOME FROM
INVESTMENT
OPERATIONS
- --------------------
 Net investment
 income                    0.80
- --------------------
 Net realized and
 unrealized
 gain/(loss) on
 investments              (0.69)
- --------------------  ---------
 Total from
 investment
 operations                0.11
- --------------------
LESS DISTRIBUTIONS
- --------------------
 Dividends to
 shareholders from
 net investment
 income                   (0.80)
- --------------------
 Distributions to
 shareholders from
 net realized gain
 on investment
 transactions            --
- --------------------  ---------
 Total Distributions       (0.80)
- --------------------  ---------
NET ASSET VALUE, END
OF PERIOD             $     8.51
- --------------------  ---------
TOTAL RETURN**            1.23%
- --------------------
RATIOS TO AVERAGE
NET ASSETS
- --------------------
 Expenses                 1.14%
- --------------------
 Net investment
 income                   9.00%
- --------------------
 Expense waiver/
 reimbursement(a)         0.28%
- --------------------
SUPPLEMENTAL DATA
- --------------------
 Net assets, end of
 period (000
 omitted)               $47,652
- --------------------
 Portfolio turnover
 rate                     28%
- --------------------
</TABLE>

 * For the six months ended March 31, 1985. The Fund changed its fiscal year-end
   from September 30 to March 31, effective March 1, 1985.

** Based on net asset value which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

(a)This voluntary expense decrease is reflected in both the expense and net
   investment income ratios shown above.

(b)Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


 <PAGE>
                       THIS PAGE INTENTIONALLY LEFT BLANK

 <PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK

 <PAGE>



LIBERTY MUNICIPAL
SECURITIES FUND, INC.
CLASS C SHARES
PROSPECTUS

   July 31, 1994    
An Open-End, Diversified
Management Investment Company

[LOGO]  FEDERATED SECURITIES CORP.
       ---------------------------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS
       LIBERTY CENTER
       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       530900208
       8051601A-C (7/94)    




                    LIBERTY MUNICIPAL SECURITIES FUND, INC.
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION

     This Combined Statement of Additional Information should be read with
     the respective prospectuses of Class A Shares, Class B Shares, and
     Class C Shares of Liberty Municipal Securities Fund, Inc. (the "Fund")
     dated    July 31, 1994.     This Statement is not a prospectus itself. To
     receive a copy of the prospectus for any class write or call the Fund.

     LIBERTY CENTER
     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                            Statement dated July 31, 1994    

             FEDERATED SECURITIES CORP.
             ---------------------------------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS



TABLE OF CONTENTS
- --------------------------------------------------------------------------------

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Acceptable Investments                                                       1
  When-Issued and Delayed Delivery Transactions                                1
  Temporary Investments                                                        1
  Portfolio Turnover                                                           2
  Investment Limitations                                                       2

THE FUNDS                                                                      4
- ---------------------------------------------------------------

  Fund Ownership                                                               4

INVESTMENT ADVISORY SERVICES                                                   4
- ---------------------------------------------------------------

  Adviser to the Fund                                                          4
  Advisory Fees                                                                4

ADMINISTRATIVE SERVICES                                                        5
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         5
- ---------------------------------------------------------------

PURCHASING SHARES                                                              5
- ---------------------------------------------------------------

  Distribution of Shares                                                       6
  Distribution Plan (Class B Shares and Class C
     Shares Only) and Shareholder Services Plan                                6
  Conversion to Federal Funds                                                  6
  Purchases by Sales Representatives, Fund
     Directors, and Employees                                                  6

DETERMINING NET ASSET VALUE                                                    6
- ---------------------------------------------------------------

  Valuing Municipal Bonds                                                      6

REDEEMING SHARES                                                               6
- ---------------------------------------------------------------

TAX STATUS                                                                     7
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        7

TOTAL RETURN                                                                   7
- ---------------------------------------------------------------

YIELD                                                                          7
- ---------------------------------------------------------------

TAX-EQUIVALENT YIELD                                                           7
- ---------------------------------------------------------------

  Tax-Equivalency Table                                                        8

PERFORMANCE COMPARISONS                                                        8
- ---------------------------------------------------------------

FINANCIAL STATEMENTS                                                           9
- ---------------------------------------------------------------

   APPENDIX                                                                   10
- ---------------------------------------------------------------


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

The Fund was incorporated under the laws of the State of Maryland on September
10, 1976. On December 23, 1992, the shareholders of the Fund voted to permit the
Fund to offer separate series and classes of shares. On January 6, 1993, the
Board of Directors ("Directors") approved changing the name of the Fund,
effective January 6, 1993, from Federated Tax-Free Income Fund, Inc. to Liberty
Municipal Securities Fund, Inc.

Shares of the Fund are offered in three classes, known as Class A Shares, Class
B Shares, and Class C Shares (individually and collectively referred to as
"Shares" as the context may require.) This Combined Statement of Additional
Information relates to all three classes of the above-mentioned Shares.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide for its shareholders a high level
of current income which is exempt from federal regular income tax. The objective
cannot be changed without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in municipal bonds.

        CHARACTERISTICS AND RISKS

       The municipal bonds in which the Fund invests have the characteristics
       and risks set forth in the prospectus.    

       If ratings made by Moody's or Standard & Poor's change because of changes
       in those organizations or in their rating systems, the Fund will try to
       use comparable ratings as standards in accordance with the investment
       policies described in the Fund's prospectus.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, and not for investment leverage.

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. As a matter of investment practice which may be
changed without shareholder approval, settlement dates may be a month or more
after entering into these transactions. The market values of the securities
purchased may vary from the purchase prices.

No fees or expenses, other than normal transaction costs, are incurred. However,
liquid assets of the Fund sufficient to make payment for the securities to be
purchased are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled. The Fund may
engage in these transactions to an extent that would cause the segregation of an
amount up to 20% of the total value of its assets.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments from time to time for
defensive purposes. During the last fiscal year, the Fund did not invest in
temporary investments and does not presently intend to do so in the current
fiscal year. The Fund might invest in temporary investments:

.as a reaction to market conditions;

.while waiting to invest proceeds of sales of shares or portfolio securities,
 although generally proceeds from sales of shares will be invested in municipal
 bonds as quickly as possible; or

.in anticipation of redemption requests.

   The Fund will not purchase temporary investments (other than securities of
the U.S. government, its agencies, or instrumentalities) if, as a result of the
purchase, 25% or more of the value of its total assets would be invested in any
one industry. However, the Fund may, for temporary defensive purposes, invest
more than 25% of the value of its assets in cash or cash items, U.S. Treasury
bills, or securities issued or guaranteed by the U.S. government, its agencies,
or instrumentalities, or instruments secured by these money market instruments,
such as repurchase agreements.    

     REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price. The
       Fund or its custodian will take possession of the securities subject to
       repurchase agreements and these securities will be marked to market
       daily. To the extent that the original seller does not repurchase the
       securities from the Fund, the Fund could

- --------------------------------------------------------------------------------
       receive less than the repurchase price on any sale of such securities. In
       the event that such a defaulting seller filed for bankruptcy or became
       insolvent, disposition of such securities by the Fund might be delayed
       pending court action. The Fund believes that under the regular procedures
       normally in effect for custody of the Fund's portfolio securities subject
       to repurchase agreements, a court of competent jurisdiction would rule in
       favor of the Fund and allow retention or disposition of such securities.
       The Fund may only enter into repurchase agreements with banks and other
       recognized financial institutions, such as broker/dealers, which are
       found by the Fund's adviser to be creditworthy pursuant to guidelines
       established by the Directors.

From time to time, such as when suitable municipal bonds are not available, the
Fund may invest a portion of its assets in cash. Any portion of the Fund's
assets maintained in cash will reduce the amount of assets in municipal bonds
and thereby reduce the Fund's yield.

PORTFOLIO TURNOVER

Portfolio trading will be undertaken principally to accomplish the Fund's
objective in relation to anticipated movements in the general level of interest
rates. The Fund is free to dispose of portfolio securities at any time when
changes in circumstances or conditions make such a move desirable in light of
the investment objective. The Fund will not attempt to achieve or be limited to
a predetermined rate of portfolio turnover, such turnover always being
incidental to transactions undertaken with a view to achieving the Fund's
investment objective. During the fiscal years ended March 31, 1994 and 1993, the
portfolio turnover rates were 27% and 13%, respectively.

INVESTMENT LIMITATIONS

     DIVERSIFICATION OF INVESTMENTS

       The Fund may not invest more than 5% of its total assets in the
       securities of any one issuer, except in cash and cash instruments
       (depository instruments) and securities issued by the U.S. government,
       its agencies, and instrumentalities.

       Under this limitation, each governmental subdivision, including states
       and the District of Columbia, territories, possessions of the United
       States, or their political subdivisions, agencies, authorities,
       instrumentalities, or similar entities, will be considered a separate
       issuer if its assets and revenues are separate from those of the
       governmental body creating it and the security is backed only by its own
       assets and revenues.

       Industrial development bonds backed only by the assets and revenues of a
       non-governmental user are considered to be issued solely by that user. If
       in the case of an industrial development bond or governmental issued
       security, a governmental or other entity guarantees the security, such
       guarantee would be considered a separate security issued by the guarantor
       as well as the other issuer, subject to limited exclusions allowed by the
       Investment Company Act of 1940.

     BORROWING MONEY

       The Fund may not borrow money except as a temporary measure for
       extraordinary or emergency purposes and then only in amounts not in
       excess of 5% of the value of its total assets or in an amount up to one-
       third of the value of its total assets, including the amount borrowed, in
       order to meet redemption requests without immediately selling portfolio
       securities. This borrowing provision is not for investment leverage but
       solely to facilitate management of the portfolio by enabling the Fund to
       meet redemption requests when the liquidation of portfolio securities
       would be inconvenient or disadvantageous.

       The Fund will liquidate any such borrowings as soon as possible and may
       not purchase any portfolio instruments while any borrowings are
       outstanding.

     PLEDGING ASSETS

       The Fund will not mortgage, pledge, or hypothecate its assets except to
       secure permitted borrowings. In those cases, it may mortgage, pledge, or
       hypothecate assets having a market value not exceeding 10% of the value
       of its total assets at the time of the pledge.

     UNDERWRITING

       The Fund will not underwrite any issue of securities except as it may be
       deemed to be an underwriter under the Securities Act of 1933 in
       connection with the sale of securities in accordance with its investment
       objective, policies, and limitations.

     INVESTING IN REAL ESTATE

       The Fund will not buy or sell real estate, although it may invest in
       municipal bonds secured by real estate or interests in real estate.


- --------------------------------------------------------------------------------

     INVESTING IN COMMODITIES OR MINERALS

       The Fund will not buy or sell commodities, commodity contracts, or oil,
       gas, or other mineral exploration or development programs.

     CONCENTRATION OF INVESTMENTS

       The Fund will not purchase securities if, as a result of such purchase,
       25% or more of the value of its total assets would be invested in any one
       industry or in industrial development bonds or other securities, the
       interest upon which is paid from revenues of similar types of projects.
       However, the Fund may invest as temporary investments 25% or more of the
       value of its assets in cash or cash items (including instruments issued
       by a U.S. branch of a domestic bank or savings and loan having capital,
       surplus, and undivided profits in excess of $100,000,000 at the time of
       investment), securities issued or guaranteed by the U.S. government, its
       agencies, or instrumentalities, or instruments secured by these money
       market instruments, such as repurchase agreements.

     MAKING LOANS

       The Fund will not make loans, but may acquire publicly or non-publicly
       issued municipal bonds or temporary investments or enter into repurchase
       agreements in accordance with its investment objective, policies, and
       limitations.

     SELLING SHORT AND BUYING ON MARGIN

       The Fund will not sell any securities short or purchase any securities on
       margin but may obtain such short-term credits as may be necessary for
       clearance of purchases and sales of securities.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS OF THE FUND

       The Fund will not purchase or retain the securities of any issuer if the
       Officers and Directors of the Fund or its investment adviser owning
       individually more than 1/2 of 1% of the issuer's securities together own
       more than 5% of the issuer's securities. This limitation does not apply
       to the Fund's securities.

     INVESTING IN RESTRICTED SECURITIES

       The Fund will not invest more than 10% of the value of its total assets
       in municipal bonds subject to restrictions on resale, including
       repurchase agreements maturing in more than seven days.

     DEALING IN PUTS AND CALLS

       The Fund will not buy or sell puts, calls, straddles, spreads, or any
       combination of these.

     ACQUIRING SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES

       The Fund will not invest in securities issued by any other investment
       company or investment trust.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

     INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 10% of its net assets in illiquid
       securities, including restricted securities which the adviser believes
       cannot be sold within seven days and repurchase agreements maturing in
       more than seven days.

     INVESTING IN NEW OR FOREIGN ISSUERS OR IN SECURITIES NOT READILY MARKETABLE

       In order to qualify Shares of the Fund for sale in certain states, the
       Fund has agreed with certain state securities administrators not to
       invest more than 5% of the value of its total assets in securities of
       issuers with records of less than three years of continuous operations,
       including the operation of any predecessor. The Fund has also agreed not
       to purchase equity securities of any issuer that are not readily
       marketable or to invest in securities of any foreign issuer.

In addition, in order to comply with certain state restrictions, the Fund will
not invest in real estate limited partnerships, oil, gas or other mineral
leases.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund did not borrow money, pledge securities, invest in municipal bonds
subject to legal or contractual restrictions, invest in issuers whose securities
are owned by officers of the Fund, or invest in securities of issuers

- --------------------------------------------------------------------------------
with a record of less than three years of continuous operation in excess of 5%
of the value of its net assets during the last fiscal year and has no present
intent to do so in the coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposits and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

THE FUNDS
- --------------------------------------------------------------------------------

"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.; Insurance Management
Series; Intermediate Municipal Trust; International Series Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty Term Trust, Inc.-1999; Liberty U.S. Government Money Market Trust;
Liberty Utility Fund, Inc.; Liquid Cash Trust; Mark Twain Funds; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Signet Select Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
World Investment Series, Inc.

FUND OWNERSHIP

   As of July 1, 1994, there were no shareholders of record who owned 5% or more
of the outstanding Class A Shares of the Fund.

Merrill Lynch Pierce Fenner & Smith (as record owner holding Class C Shares for
its clients) Jacksonville, Florida, owned approximately 673,730 Shares (31.92%)
of the Fund as of July 1, 1994.    

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

   The Fund's investment adviser is Federated Advisers. It is a subsidiary of
Federated Investors. All the Class A (voting) shares of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife, and his
son, J. Christopher Donahue. John F. Donahue, is Chairman and Trustee of
Federated Advisers, Chairman and Trustee, Federated Investors, and Chairman and
Director of the Fund. J. Christopher Donahue is President and Trustee, Federated
Advisers, President and Trustee, Federated Investors, Trustee, Federated
Administrative Services, Trustee, Federated Services Company, and President and
Director of the Fund. John W. McGonigle is Vice President, Secretary and Trustee
of Federated Advisers, Trustee, Vice President, Secretary and General Counsel,
Federated Investors, Executive Vice President, Secretary and Trustee, Federated
Administrative Services, Executive Vice President and Director, Federated
Securities Corp., Trustee, Federated Services Company, and Vice President and
Secretary of the Fund.    

The adviser shall not be liable to the Fund or any shareholder for any losses
that may be sustained in the purchase, holding, or sale of any security or for
anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
imposed upon it by its contract with the Fund.

ADVISORY FEES

For its advisory services, Federated Advisers receives an annual investment
advisory fee as described in the prospectus. During the fiscal years ended March
31, 1994, 1993, and 1992, the Fund's adviser earned $4,570,573, $4,015,243, and
$3,515,410, respectively.


- --------------------------------------------------------------------------------

     STATE EXPENSE LIMITATIONS

       The adviser has undertaken to comply with the expense limitation
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the adviser will reimburse the
       Fund for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

   Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.,
may hereinafter collectively be referred to as, the "Administrators".) For the
fiscal year ended March 31, 1994, the Administrators collectively earned
$541,113. For the fiscal years ended March 31, 1993 and 1992, Federated
Administrative Services, Inc., the Fund's former administrator, earned $398,773
and $373,123, respectively. Dr. Henry J. Gailliot, an officer of Federated
Advisers, the adviser to the Fund, holds approximately 20% of the outstanding
common stock and serves as a director of Commercial Data Services, Inc., a
company which provides computer processing services to Federated Administrative
Services, Inc., and Federated Administrative Services.    

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Directors.

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include:

.advice as to the advisability of investing in securities;

.security analysis and reports;

.economic studies;

.industry studies;

.receipt of quotations for portfolio evaluations; and

.similar services.

   The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relation to the value of the brokerage and
research services provided.    

Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant services for
which the adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value (plus a sales charge on Class A Shares only) on days
the New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in the respective prospectus under "Investing in Class A
Shares," "Investing in Class B Shares," and "Investing in Class C Shares."


- --------------------------------------------------------------------------------

DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for shares of the Fund.
For the fiscal years ended March 31, 1994, 1993, and 1992, the distributor was
paid $642,965, $892,251, and $342,646, respectively. During the same periods,
the distributor retained $75,244, $105,101, and $110,661, respectively, after
dealer concessions.

DISTRIBUTION PLAN (CLASS B SHARES AND CLASS C SHARES ONLY) AND SHAREHOLDER
SERVICES PLAN

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

With respect to the Class B and C Shares of the Fund, by adopting the
Distribution Plan, the Board of Directors expects that the Fund will be able to
achieve a more predictable flow of cash for investment purposes and to meet
redemptions. This will facilitate more efficient portfolio management and assist
the Fund in pursuing its investment objectives. By identifying potential
investors whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp fluctuations in rates
of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; and (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

For the fiscal period ending March 31, 1994, payments in the amount of $86,844
were made pursuant to the Distribution Plan, all of which was paid to the
financial institutions. In addition, for this period, payments in the amount of
$320,650 were made pursuant to the Shareholder Services Plan.

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Services Company acts as the shareholder's agent in
depositing checks and converting them to federal funds.

PURCHASES BY SALES REPRESENTATIVES, FUND DIRECTORS, AND EMPLOYEES

Directors, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy Class A Shares at net asset value without a sales
charge. Shares may also be sold without a sales charge to trusts or pension or
profit-sharing plans for these people.

These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.

DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

VALUING MUNICIPAL BONDS

The Board of Directors uses an independent pricing service to value municipal
bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it considers relevant in determining valuations for
normal institutional size trading units of debt securities, and does not rely
exclusively on quoted prices.

REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at the next computed net asset value, less any
applicable contingent deferred sales charge, after the Fund receives the
redemption request. Redemption procedures are explained in the respective

- --------------------------------------------------------------------------------
prospectuses under "Redeeming Class A Shares," "Redeeming Class B Shares," and
"Redeeming Class C Shares." Although State Street Bank does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet requirements
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
To qualify for this treatment, the Fund must, among other requirements:

.derive at least 90% of its gross income from dividends, interest, and gains
 from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
 than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
 year.

TOTAL RETURN
- --------------------------------------------------------------------------------

   The Fund's average annual total return for Class A Shares for the one-year,
five-year, and ten-year periods ended March 31, 1994 was (2.52%), 7.34%, and
9.01%, respectively. The Fund's cumulative total return for Class C Shares
for the period from April 20, 1993 (date of initial public offering for Class C
Shares) to March 31, 1994, was (0.81%).    

The average annual total return for each class of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of shares owned at the
end of the period by the net asset value per share at the end of the period. The
number of shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, less any applicable sales
load adjusted over the period by any additional Shares, assuming the monthly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investment based
on the lesser of the original purchase price or the net asset value of Shares
redeemed.

Cumulative total return reflects the Class C Shares' total performance over a
specific period of time. This total return assumes and is reduced by the payment
of the maximum sales load and contingent deferred sales charge, if applicable.
The Class C Investment Shares' total return is representative of only eleven
months of investment activity since the start of performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yields for the thirty-day period ended March 31, 1994 for Class A
Shares and Class C Shares was 4.21% and 3.55%, respectively.

The yield for each class of Shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by any class of Shares over a thirty-day period by the
maximum offering price per share of the respective class on the last day of the
period. This value is then annualized using semi-annual compounding. This means
that the amount of income generated during the thirty-day period is assumed to
be generated each month over a 12-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by the
Fund because of certain adjustments required by the Securities and Exchange
Commission and therefore, may not correlate to the dividends or other
distributions paid to shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in any class
of Shares, the performance will be reduced for those shareholders paying those
fees.

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

The Fund's tax-equivalent yield for the thirty-day period ended March 31, 1994
for Class A Shares and Class C Shares was 5.85% and 4.93%, respectively.

The tax-equivalent yield of the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 28% tax rate and assuming that income is 100%
tax-exempt.


- --------------------------------------------------------------------------------

TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal bonds in the Fund's portfolio
generally remains free from federal regular income tax,* and is often free from
state and local taxes as well. As the table below indicates, a "tax-free"
investment is an attractive choice for investors, particularly in times of
narrow spreads between tax-free and taxable yields.

<TABLE>
<S>                     <C>        <C>        <C>        <C>          <C>
     TAXABLE YIELD EQUIVALENT FOR 1994 LIBERTY MUNICIPAL SECURITIES FUND, INC.    
- ---------------------------------------------------------------------------------
                           FEDERAL INCOME TAX BRACKET
                            15.00%     28.00%     31.00%       36.00%       39.60%
- ---------------------------------------------------------------------------------
JOINT                          $1-   $38,001-   $91,851-    $140,001-        OVER
RETURN:                    38,000     91,850    140,000      250,000  $   250,000
SINGLE                         $1-   $22,101-   $53,501-    $115,001-        OVER
RETURN:                    22,100     53,500    115,000      250,000  $   250,000
- ---------------------------------------------------------------------------------
   TAX-EXEMPT YIELD                     TAXABLE YIELD EQUIVALENT
- ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                     <C>        <C>        <C>        <C>          <C>
        2.50%                2.94%      3.47%      3.62%        3.91%        4.14%
        3.00%                3.53%      4.17%      4.35%        4.69%        4.97%
        3.50%                4.12%      4.86%      5.07%        5.47%        5.79%
        4.00%                4.71%      5.56%      5.80%        6.25%        6.62%
        4.50%                5.29%      6.25%      6.52%        7.03%        7.45%
        5.00%                5.88%      6.94%      7.25%        7.81%        8.28%
        5.50%                6.47%      7.64%      7.97%        8.59%        9.11%
        6.00%                7.06%      8.33%      8.70%        9.38%        9.93%
        6.50%                7.65%      9.03%      9.42%       10.16%       10.76%
        7.00%                8.24%      9.72%     10.14%       10.94%       10.59%
        7.50%                8.82%     10.42%     10.87%       10.72%       12.42%
        8.00%                9.41%     11.11%     11.59%       12.50%       13.25%
        8.50%               10.00%     11.81%     12.32%       13.28%       14.07%
</TABLE>

NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN CALCULATING THE
TAXABLE YIELD EQUIVALENT.

The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.

*Some portion of the Fund's income may be subject to the federal alternative
 minimum tax and state and local taxes.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of each of the classes of Shares depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested;

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's or any class of Shares' expenses; and

.various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:

.LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
 making comparative calculations using total return. Total return assumes the
 reinvestment of all capital gains distributions and income dividends and

- --------------------------------------------------------------------------------
 takes into account any change in net asset value over a specific period of
 time. From time to time, the Fund will quote its Lipper ranking in the general
 municipal bond funds category in advertising and sales literature.

.LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance benchmark for
 the long-term, investment grade, revenue bond market. Returns and attributes
 for the index are calculated semi-monthly.

.LEHMAN SEVEN YEAR STATE GENERAL OBLIGATIONS INDEX is an index of general
 obligation bonds rated A or better with 6-8 years to maturity.

.MORNINGSTAR, INC., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according their risk-adjusted returns.
 The maximum rating is five stars, and ratings are effective for two weeks.

Advertisements and other sales literature for any class of Shares may quote
total returns which are calculated on non-standardized base periods. These total
returns represent the historic change in the value of an investment in any of
the classes of Shares based on monthly reinvestment of dividends over a
specified period of time.

From time to time as it deems appropriate, the Fund may advertise the
performance of any of the classes of Shares using charts, graphs, and
descriptions, compared to federally insured bank products including certificates
of deposit and time deposits and to money market funds using the Lipper
Analytical Services money market instruments average.

Advertisements may quote performance which does not reflect the effect of the
sales charge for Class A Shares.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements audited by Deloitte & Touche, the Fund's independent
auditors, for the fiscal year end March 31, 1994 and the Report by Deloitte &
Touche dated May 13, 1994, are incorporated herein by reference to the Annual
Report of the Fund dated March 31, 1994. A copy of this report may be obtained
without charge by contacting the Fund at the address listed in any of the
prospectuses.


   APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
Corporation. Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effect of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

The B rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATING DEFINITIONS

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--]Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

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