FEDERATED MUNICIPAL SECURITIES FUND INC
497, 1996-05-29
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FEDERATED MUNICIPAL SECURITIES FUND, INC.
(FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
PROSPECTUS


The shares of Federated 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 Fund. Keep this prospectus for future reference.


The Fund has also filed a Statement of Additional Information dated May 31,
1996, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-245-4770. 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 May 31, 1996


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

                               TABLE OF CONTENTS


Summary of Fund Expenses--
  Class A Shares...............................................................1



Summary of Fund Expenses--
  Class B Shares...............................................................2



Summary of Fund Expenses--
  Class C Shares...............................................................3
Financial Highlights--Class A Shares...........................................4



Financial Highlights--Class B Shares...........................................5



Financial Highlights--Class C Shares...........................................6


General Information............................................................7

Investment Information.........................................................7
  Investment Objective.........................................................7
  Investment Policies..........................................................7
  Investment Risks............................................................10
  Investment Limitations......................................................10

Net Asset Value...............................................................11

Investing in the Fund.........................................................11

How To Purchase Shares........................................................12
  Investing In Class A Shares.................................................12
  Investing In Class B Shares.................................................15
  Investing In Class C Shares.................................................15
  Special Purchase Features...................................................16

Exchange Privilege............................................................17
  Requirements For Exchange...................................................17
  Tax Consequences............................................................17
  Making An Exchange..........................................................18

How To Redeem Shares..........................................................18
  Special Redemption Features.................................................19
  Contingent Deferred Sales Charge............................................20
  Elimination of Contingent Deferred
     Sales Charge.............................................................21

Account and Share Information.................................................22

Fund Information..............................................................23
  Management of the Fund......................................................23
  Distribution of Shares......................................................24
  Administration of the Fund..................................................25

Shareholder Information.......................................................26
  Voting Rights...............................................................26

Tax Information...............................................................27
  Federal Income Tax..........................................................27
  State and Local
     Taxes....................................................................27

Performance Information.......................................................28
Addresses......................................................Inside Back Cover

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


                            SUMMARY OF FUND EXPENSES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
<TABLE>
<S>                                                                                                          <C>        <C>
                                                       CLASS A SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       4.50%
Maximum Sales Charge 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 OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee...................................................................................................       0.61%
12b-1 Fee........................................................................................................       None
Total Other Expenses.............................................................................................       0.37%
    Shareholder Services Fee (after waiver) (2).......................................................       0.12%
         Total Operating Expenses (3)............................................................................       0.98%
</TABLE>



(1) Shareholders who purchased shares with the proceeds of a redemption of
    shares of an unaffiliated investment company purchased and redeemed with a
    sales charge and not distributed by Federated Securities Corp. may be
    charged a contingent deferred sales charge of 0.50 of 1% for redemptions
    made within one year of purchase.


(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses were 1.11% absent the voluntary waiver of a
    portion of the shareholder services fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares 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..........................................................     $60        $75        $97       $160
You would pay the following expenses on the same investment, assuming no
redemption...................................................................     $55        $75        $97       $160
</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.

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


                            SUMMARY OF FUND EXPENSES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
<TABLE>
<S>                                                                                                          <C>        <C>
                                                       CLASS B SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       None
Maximum Sales Charge 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 OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee...................................................................................................       0.61%
12b-1 Fee........................................................................................................       0.75%
Total Other Expenses.............................................................................................       0.50%
    Shareholder Services Fee..........................................................................       0.25%
         Total Class B Shares Operating Expenses (2).............................................................       1.86%
</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.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class B Shares 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 charges 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..........................................................     $76       $102       $124       $195
You would pay the following expenses on the same investment, assuming no
redemption...................................................................     $19       $ 58       $101       $195
</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.

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


                            SUMMARY OF FUND EXPENSES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
<TABLE>
<S>                                                                                                          <C>        <C>
                                                       CLASS C SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       None
Maximum Sales Charge 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 OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee...................................................................................................       0.61%
12b-1 Fee........................................................................................................       0.75%
Total Other Expenses.............................................................................................       0.49%
    Shareholder Services Fee (after waiver) (2).......................................................       0.24%
         Total Operating Expenses (3)............................................................................       1.85%
</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".

(2) The maximum shareholder services fee is 0.25%.

(3) The total operating expenses in the table above are based on expenses
    expected during the fiscal year ending March 31, 1997. The total operating
    expenses for the fiscal year ended March 31, 1996 were 1.82% and would have
    been 1.86% absent the voluntary waiver of a portion of the shareholder
    service fee.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class C Shares 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 charges 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        $58       $100       $217
You would pay the following expenses on the same investment, assuming no
redemption...................................................................     $19        $58       $100       $217
</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.

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

                      FINANCIAL HIGHLIGHTS--CLASS A SHARES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated May 17, 1996, on the Fund's financial
statements for the year ended March 31, 1996, and on the following table for the
periods presented, is included in the Annual Report, which is incorporated by
reference. This table should be read in conjunction with the Fund's financial
statements and notes thereto, which may be obtained from the Fund..
<TABLE>
<CAPTION>
                                                                  YEAR ENDED MARCH 31,
                              1996       1995       1994       1993       1992       1991       1990       1989       1988
<S>                         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                   $   10.92  $   11.20  $   11.62  $   10.98  $   10.61  $   10.47  $   10.26  $   10.03  $   10.80
- --------------------------
INCOME FROM INVESTMENT
OPERATIONS
- --------------------------
 Net investment income           0.66       0.67       0.66       0.66       0.67       0.71       0.72       0.72       0.73
- --------------------------
 Net realized and
 unrealized gain (loss) on
 investments                    (0.09)     (0.05)     (0.40)      0.64       0.37       0.14       0.21       0.23      (0.77)
- --------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from investment
 operations                      0.57       0.62       0.26       1.30       1.04       0.85       0.93       0.95      (0.04)
- --------------------------
LESS DISTRIBUTIONS
- --------------------------
 Distributions from net
 investment income              (0.66)     (0.67)     (0.66)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)
- --------------------------
 Distributions from net
 realized gain on
 investment transactions        (0.01)     (0.23)     (0.02)      0.00       0.00       0.00       0.00       0.00       0.00
- --------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total distributions            (0.67)     (0.90)     (0.68)     (0.66)     (0.67)     (0.71)     (0.72)     (0.72)     (0.73)
- --------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF
PERIOD                      $   10.82  $   10.92  $   11.20  $   11.62  $   10.98  $   10.61  $   10.47  $   10.26  $   10.03
- --------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (A)                 5.32%      5.90%      2.10%     12.13%     10.05%      8.42%      9.20%      9.76%     (0.17%)
- --------------------------
RATIOS TO AVERAGE NET
ASSETS
- --------------------------
 Expenses                        0.98%      0.92%      0.84%      0.80%      0.84%      0.89%      0.90%      0.95%      0.95%
- --------------------------
 Net investment income           5.97%      6.17%      5.59%      5.81%      6.17%      6.77%      6.80%      7.07%      7.28%
- --------------------------
 Expense waiver/
 reimbursement (b)               0.13%       --         --         --         --         --         --         --         --
- --------------------------
SUPPLEMENTAL DATA
- --------------------------
 Net assets, end of period
 (000 omitted)                $663,538   $708,712   $714,384   $706,126   $590,118   $511,611   $474,797   $440,445   $388,916
- --------------------------
 Portfolio turnover                 29%        41%        27%        13%         8%        45%        25%        58%        55%
- --------------------------

<CAPTION>
                              1987
<S>                         <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                   $   10.51
- --------------------------
INCOME FROM INVESTMENT
OPERATIONS
- --------------------------
 Net investment income           0.75
- --------------------------
 Net realized and
 unrealized gain (loss) on
 investments                     0.29
- --------------------------  ---------
 Total from investment
 operations                      1.04
- --------------------------
LESS DISTRIBUTIONS
- --------------------------
 Distributions from net
 investment income              (0.75)
- --------------------------
 Distributions from net
 realized gain on
 investment transactions         0.00
- --------------------------  ---------
 Total distributions            (0.75)
- --------------------------  ---------
NET ASSET VALUE, END OF
PERIOD                      $   10.80
- --------------------------  ---------
TOTAL RETURN (A)                10.28%
- --------------------------
RATIOS TO AVERAGE NET
ASSETS
- --------------------------
 Expenses                        0.95%
- --------------------------
 Net investment income           7.07%
- --------------------------
 Expense waiver/
 reimbursement (b)                 --
- --------------------------
SUPPLEMENTAL DATA
- --------------------------
 Net assets, end of period
 (000 omitted)               $424,655
- --------------------------
 Portfolio turnover                13%
- --------------------------
</TABLE>


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

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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended March 31, 1996, which can be obtained
free of charge.

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

                      FINANCIAL HIGHLIGHTS--CLASS B SHARES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated May 17, 1996, on the Fund's financial
statements for the year ended March 31, 1996, and on the following table for the
periods presented, is included in the Annual Report, which is incorporated by
reference. This table should be read in conjunction with the Fund's financial
statements and notes thereto, which may be obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                                             Year Ended
                                                                                                             March 31,
                                                                                                       ----------------------
<S>                                                                                                    <C>         <C>
                                                                                                         1996       1995(A)
- -----------------------------------------------------------------------------------------------------  ---------   ----------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                   $   10.92   $    11.06
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------------------------------
  Net investment income                                                                                     0.56         0.40
- -----------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                   (0.09)       (0.03)
- -----------------------------------------------------------------------------------------------------  ---------  -----------
  Total from investment operations                                                                          0.47         0.37
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------------------------------
  Distributions from net investment income                                                                 (0.56)       (0.40)
- -----------------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                          (0.01)       (0.11)
- -----------------------------------------------------------------------------------------------------  ---------  -----------
  Total distributions                                                                                      (0.57)       (0.51)
- -----------------------------------------------------------------------------------------------------  ---------  -----------
NET ASSET VALUE, END OF PERIOD                                                                         $   10.82   $    10.92
- -----------------------------------------------------------------------------------------------------  ---------  -----------
TOTAL RETURN (B)                                                                                            4.40%        3.49%
- -----------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------------------
  Expenses                                                                                                  1.86%        1.84%*
- -----------------------------------------------------------------------------------------------------
  Net investment income                                                                                     5.23%        5.94%*
- -----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                $58,296     $18,201
- -----------------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                          29%         41 %
- -----------------------------------------------------------------------------------------------------
</TABLE>


 * Computed on an annualized basis.

 (a) Reflects operations for the period from July 26, 1994 (date of initial
     public investment) to March 31, 1995.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended March 31, 1996, which can be obtained
free of charge.

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

                      FINANCIAL HIGHLIGHTS--CLASS C SHARES
                   FEDERATED MUNICIPAL SECURITIES FUND, INC.
              (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated May 17, 1996, on the Fund's financial
statements for the year ended March 31, 1996, and on the following table for the
periods presented, is included in the Annual Report, which is incorporated by
reference. This table should be read in conjunction with the Fund's financial
statements and notes thereto, which may be obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                                 YEAR ENDED MARCH 31,
                                                                                           ---------------------------------
<S>                                                                                        <C>        <C>         <C>
                                                                                             1996       1995       1994(A)
- -----------------------------------------------------------------------------------------  ---------  ---------   ----------
NET ASSET VALUE, BEGINNING OF PERIOD                                                       $   10.92  $   11.20   $    11.70
- -----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------------------
  Net investment income                                                                         0.56       0.58         0.52
- -----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                       (0.09)     (0.05)       (0.48)
- -----------------------------------------------------------------------------------------  ---------  ---------  -----------
  Total from investment operations                                                              0.47       0.53         0.04
- -----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------------------
  Distributions from net investment income                                                     (0.56)     (0.58)       (0.52)
- -----------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                              (0.01)     (0.23)       (0.02)
- -----------------------------------------------------------------------------------------  ---------  ---------  -----------
  Total distributions                                                                          (0.57)     (0.81)       (0.54)
- -----------------------------------------------------------------------------------------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD                                                             $   10.82  $   10.92   $    11.20
- -----------------------------------------------------------------------------------------  ---------  ---------  -----------
TOTAL RETURN (B)                                                                               4.42%      4.96%        0.17%
- -----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------
  Expenses                                                                                      1.82%      1.81%        1.80%*
- -----------------------------------------------------------------------------------------
  Net investment income                                                                         5.16%      5.28%        4.70%*
- -----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                              0.04%      --            --
- -----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                    $25,914     $22,389      $22,066
- -----------------------------------------------------------------------------------------
  Portfolio turnover                                                                              29%        41%         27 %
- -----------------------------------------------------------------------------------------
</TABLE>


 * Computed on an annualized basis.

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

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

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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended March 31, 1996, 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. At a meeting of the Board of Directors ("Directors") held on February
26, 1996, the Directors approved an amendment to the Articles of Incorporation
to change the name of Liberty Municipal Securities Fund, Inc. to Federated
Municipal Securities Fund, Inc. The Articles of Incorporation permit the Fund to
offer separate series representing interests in separate portfolios of
securities. As of the date of this prospectus, the Directors have established
three classes of Shares for the Fund, known as Class A Shares, Class B Shares,
and Class C Shares (individually and collectively as the context requires,
"Shares").


Shares of the Fund are designed for individuals and institutions seeking 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 minimum initial investment for Class A Shares is $500.
The minimum initial investment for Class B Shares and Class C Shares is $1,500.
However, the minimum initial investment for a retirement account in any class
must be in amounts of at least $50. Subsequent investments in any class must be
in amounts of at least $100, except for retirement plans which must be in
amounts of at least $50.


- -------------------------------------------------------
                             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. 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 invests its assets so that at least 80% of its annual interest income
is exempt from federal regular income tax. 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. ("Moody's") and Standard & Poor's Ratings
Group ("S&P") 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 S&P. 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
S&P 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. These transactions are arrangements in which the Fund purchases
securities with payment and delivery scheduled for a future time. The seller's
failure to complete these transactions may cause the Fund to miss a price or
yield considered to be advantageous. Settlement dates may be a month or more
after entering into these transactions, and the market value of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay more
or less than the market value of the securities on the settlement date.


The Fund may dispose of a commitment prior to settlement if the Fund's
investment adviser deems it appropriate to do so. In addition, the Fund may
enter in transactions to sell its purchase commitments to third parties at
current market values and simultaneously acquire other commitments to purchase
similar securities at later dates. The Fund may realize short-term profits or
losses upon the sale of such commitments.


                             TEMPORARY INVESTMENTS

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 Fund's adviser 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 each class of Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of each
class of Shares in the liabilities of the Fund and those attributable to each
class of Shares, and dividing the remainder by the total number of each class of
Shares outstanding. The net asset value for each class of Shares may differ 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.


The net asset value of each class of Shares of the Fund is determined as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that it's 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, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


- -------------------------------------------------------
                             INVESTING IN THE FUND


The Fund offers investors three classes of Shares that carry sales charges and
contingent deferred sales charges in different forms and amounts and which bear
different levels of expenses.

                                 CLASS A SHARES

An investor who purchases Class A Shares pays a maximum sales charge of 4.50% at
the time of purchase. As a result, Class A Shares are not subject to any charges
when they are redeemed (except for special programs offered under "Purchases
with Proceeds From Redemptions of Unaffiliated Investment Companies.") Certain
purchases of Class A Shares qualify for reduced sales charges. See "Reducing or
Eliminating the Sales Charge." Class A Shares have no conversion feature.


                                 CLASS B SHARES


Class B Shares are sold without an initial sales charge, but are subject to a
contingent deferred sales charge of up to 5.50% if redeemed within six full
years following purchase. Class B Shares will automatically convert into Class A
Shares, based on relative net asset value, on or around the fifteenth of the
month eight full years after the purchase date. Class B Shares provide an
investor the benefit of putting all of the investor's dollars to work from the
time the investment is made, but (until conversion) will have a higher expense
ratio and pay lower dividends than Class A Shares due to the 12b-1 fee.


                                 CLASS C SHARES


Class C Shares are sold without an initial sales charge, but are subject to a
1.00% contingent deferred sales charge on assets redeemed within the first 12
months following purchase. Class C Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but will have a higher expense ratio and pay lowerdividends than Class A
Shares due to the 12b-1 fee. Class C Shares have no conversion feature.
- -------------------------------------------------------
                             HOW TO PURCHASE SHARES


Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business. Shares of the Fund may be purchased as described below, either
through a financial institution (such as a bank or broker/dealer which has a
sales agreement with the distributor) or by wire or by check directly to the
Fund, with a minimum initial investment of $500 for Class A Shares and $1,500
for Class B Shares and Class C Shares. Additional investments can be made for as
little as $100. (Financial institutions may impose different minimum investment
requirements on their customers.)



In connection with any sale, 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. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.


INVESTING IN CLASS A SHARES


Class A Shares are sold at their net asset value next determined after an order
is received, plus a sales charge as follows:
<TABLE>
<CAPTION>
                                                   DEALER
                   SALES CHARGE   SALES CHARGE   CONCESSION
                       AS A           AS A          AS A
                    PERCENTAGE     PERCENTAGE    PERCENTAGE
                     OF PUBLIC       OF NET       OF PUBLIC
    AMOUNT OF        OFFERING        AMOUNT       OFFERING
   TRANSACTION         PRICE        INVESTED        PRICE
<S>                <C>            <C>           <C>
Less than
$100,000               4.50%         4.71%          4.00%
$100,000 but less
  than $250,000        3.75%         3.90%          3.25%
$250,000 but less
  than $500,000        2.50%         2.56%          2.25%
$500,000 but less
  than $1,000,000      2.00%         2.04%          1.80%
$1,000,000 or
  greater              0.00%         0.00%         0.25%*
</TABLE>


See sub-section entitled "Dealer Concession."


No sales charge is imposed for Class A Shares purchased through financial
intermediaries that do not receive a reallowance of a sales charge. However,
investors who purchase Class A Shares through a trust department, investment
adviser, or other financial intermediary may be charged a service or other fee
by the financial intermediary. Additionally, no sales charge is imposed on
shareholders designated as Liberty Life Members or on Class A Shares purchased
through "wrap accounts" or similar programs, under which clients pay a fee for
services.


                               DEALER CONCESSION


For sales of Class A Shares, a dealer will normally receive up to 90% of the
applicable sales charge. Any portion of the sales charge which is not paid to a
dealer will be retained by the distributor. However, the distributor, may offer
to pay dealers up to 100% of the sales charge 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 a significant amount of Shares. On purchases of $1 million or
more, the investor pays no sales charge; however, the distributor will make
twelve monthly payments to the dealer totaling 0.25% of the public offering
price over the first year following the purchase. Such payments are based on the
original purchase price of Shares outstanding at each month end.

The sales charge 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 charge 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 OR ELIMINATING
                                THE SALES CHARGE



The sales charge can be reduced or eliminated on the purchase of Class A Shares
through:


 . quantity discounts and accumulated purchases;

 . concurrent purchases;

 . signing a 13-month letter of intent;

 . using the reinvestment privilege; or

 . purchases with proceeds from redemptions of unaffiliated investment company
  shares.

                             QUANTITY DISCOUNTS AND
                             ACCUMULATED PURCHASES
As shown in the table above, larger purchases reduce the sales charge paid. The
Fund will combine purchases of Class A 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 charge. In addition, the sales charge, 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 Class A Shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns Class A 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 charge on the additional purchase according to the schedule now in
effect would be 3.75%, not 4.50%.



To receive the sales charge 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 Class A Shares are already owned or that
purchases are being combined. The Fund will reduce the sales charge after it
confirms the purchases.


                              CONCURRENT PURCHASES

For purposes of qualifying for a sales charge reduction, a shareholder has the
privilege of combining concurrent purchases of Class A Shares of two or more
funds for which affiliates of Federated Investors serve as investment adviser or
principal underwriter (the "Federated Funds"), the purchase price of which
includes a sales charge. For example, if a shareholder concurrently invested
$30,000 in Class A Shares of one of the other Federated Funds with a sales
charge, and $70,000 in this Fund, the sales charge would be reduced.



To receive this sales charge 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 charge
after it confirms the purchases.


                                LETTER OF INTENT


If a shareholder intends to purchase at least $100,000 of Shares of Federated
Funds (excluding money market funds) over the next 13 months, the sales charge
may be reduced by signing a letter of intent to that effect. This letter of
intent includes a provision for a sales charge adjustment depending on the
amount actually purchased within the 13-month period and a provision for the
custodian to hold up to 4.50% of the total amount intended to be purchased in
escrow (in Shares) until such purchase is completed.



The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales charge.

While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales charge applicable
to the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Class A Shares of any Federated
Fund, excluding money market accounts, will be aggregated to provide a purchase
credit towards fulfillment of the letter of intent. Prior trade prices will not
be adjusted.


                             REINVESTMENT PRIVILEGE


If Class A Shares in the Fund have been redeemed, the shareholder has the
privilege, within 120 days, to reinvest the redemption proceeds at the
next-determined net asset value without any sales charge. 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 charge. If the
shareholder redeems his Class A Shares in the Fund, there may be tax
consequences.


                          PURCHASES WITH PROCEEDS FROM
                          REDEMPTIONS OF UNAFFILIATED
                              INVESTMENT COMPANIES


Investors may purchase Class A Shares at net asset value, without a sales
charge, with the
proceeds from the redemption of shares of an unaffiliated investment company
that were purchased or sold with a sales charge or commission and were not
distributed by Federated Securities Corp. 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. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program.



If Shares are purchased in this manner, redemptions of those shares will be
subject to a contingent deferred sales charge for one year from the date of
purchase. Shareholders will be notified prior to the implementation of any
special offering as described above.


INVESTING IN CLASS B SHARES


Class B Shares are sold at their net asset value next determined after an order
is received. While Class B Shares are sold without an initial sales charge,
under certain circumstances described under "Contingent Deferred Sales
Charge--Class B Shares," a contingent deferred sales charge may be applied by
the distributor at the time Class B Shares are redeemed.


                          CONVERSION OF CLASS B SHARES


Class B Shares will automatically convert into Class A Shares on or around the
fifteenth of the month eight full years after the purchase date, except as noted
below, and will no longer be subject to a fee under the Fund's Distribution Plan
(see "Distribution of Shares"). Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales charge,
fee or other charge. Class B Shares acquired by exchange from Class B Shares of
another Federated Fund 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 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.


Orders for $250,000 or more of Class B Shares will automatically be invested in
Class A Shares.

INVESTING IN CLASS C SHARES

Class C Shares are sold at net asset value next determined after an order is
received. A contingent deferred sales charge of 1.00% will be charged on assets
redeemed within the first full 12 months following purchase. For a complete
description of this charge see "Contingent Deferred Sales Charge--Class C
Shares."

               PURCHASING 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 or when payment is 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. Financial
institutions may charge additional fees for their services.

The financial institution which maintains investor accounts in Class B Shares or
Class C Shares 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.


                           PURCHASING SHARES BY WIRE



Once an account has been established, Shares may be purchased by Federal Reserve
wire by calling 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 Shareholder
Services Company, c/o State Street Bank and Trust Company, Boston, MA;
Attention: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund Number--this
number can be found on the account statement or by contacting the Fund); Account
Number; Trade Date and Order Number; Group Number or Dealer Number; Nominee or
Institution Name; and ABA Number 011000028. Shares cannot be purchased by wire
on holidays when wire transfers are restricted. Questions on wire purchases
should be directed to your shareholder services representative at the telephone
number listed on your account statement.



                           PURCHASING SHARES BY CHECK



Once an account has been established, Shares may be purchased by mailing a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).


SPECIAL PURCHASE FEATURES

                         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 at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the
sales charge, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.


- -------------------------------------------------------
                               EXCHANGE PRIVILEGE
                                 CLASS A SHARES
Class A shareholders may exchange all or some of their Shares for Class A Shares
of other Federated Funds at net asset value. Neither the Fund nor any of the
Federated Funds imposes any additional fees on exchanges.

                                 CLASS B SHARES


Class B shareholders may exchange all or some of their Shares for Class B Shares
of other Federated Funds. (Not all Federated Funds currently offer Class B
Shares. Contact your financial institution regarding the availability of other
Class B Shares of the other Federated 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 Shares for Class B Shares in
other Federated Funds, the time for which the exchanged-for Shares are to be
held will be added to the time for which exchanged-from Shares were held for
purposes of satisfying the applicable holding period.


                                 CLASS C SHARES


Class C shareholders may exchange all or some of their Shares for Class C Shares
of other Federated Funds at net asset value without a contingent deferred sales
charge. (Not all Federated Funds currently offer Class C Shares. Contact your
financial institution regarding the availability of Class C Shares of the other
Federated Funds.) To the extent that a shareholder exchanges Shares for Class C
Shares of other Federated Funds, the time for which the exchanged-for Shares are
to be held will be added to the time for which exchanged-from Shares were held
for purposes of satisfying the applicable holding period. For more information,
see "Contingent Deferred Sales Charge."
Please contact your financial institution directly or Federated Securities Corp.
at 1-800-245-5051 for information on and prospectuses for the Federated Funds
into which your Shares may be exchanged free of charge.



Shareholders of Class A Shares who have been designated Liberty Life Members are
exempt from sales charges on future purchases in and exchanges between the Class
A Shares of any Federated Fund, as long as they maintain a $500 balance in one
of the Federated Funds.


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
proceeds invested in the same class of 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.


TAX CONSEQUENCES

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

MAKING AN EXCHANGE


Instructions for exchanging 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 Shareholder Services Company, 1099 Hingham Street, Rockland,
Massachusetts 02370-3317.

                             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. 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 Shareholder Services Company, P.O. Box 8600, Boston,
Massachusetts 02266-8600 and deposited to the shareholder's account before being
exchanged. Telephone exchange instructions are recorded and will be binding upon
the shareholder. 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 begin receiving
dividends the following business day. This privilege may be modified or
terminated at any time.


- -------------------------------------------------------
                              HOW TO REDEEM SHARES


Shares are redeemed 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. Investors who redeem Shares through a financial intermediary may be
charged a service fee by that financial intermediary. Redemption requests must
be received in proper form and can be made as described below.


                            REDEEMING SHARES THROUGH
                            A FINANCIAL INSTITUTION

Shares of the Fund may be redeemed by calling your financial institution 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
(such as banks) 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. Customary fees and commissions may be charged by the financial
institution for this service.

                         REDEEMING SHARES BY TELEPHONE


Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds will be mailed in the form of a check 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.
The minimum amount for a wire transfer is $1,000. Proceeds from redeemed Shares
purchased by check or through ACH will not be wired until that method of payment
has cleared. Proceeds from redemption requests received on holidays when wire
transfers are restricted will be wired the following business day. Questions
about telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.


Telephone instructions will be recorded. 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 in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.

                            REDEEMING SHARES BY MAIL


Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.



Shareholders requesting 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 their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation, a member firm of a domestic stock exchange, or any other "eligible
guarantor institution," as defined by the Securities and Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.


SPECIAL REDEMPTION FEATURES

                         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 Class A Shares are sold with a sales charge,
it is not advisable for shareholders to continue to purchase Class A Shares
while participating in this program. A contingent deferred sales charge may be
imposed on Class B Shares and Class C Shares.


CONTINGENT DEFERRED SALES CHARGE

Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:

                                 CLASS A SHARES


Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of Shares of an unaffiliated investment company purchased or sold
with a sales charge and not distributed by Federated Securities Corp. may be
charged a contingent deferred sales charge of .50 of 1.00% for redemptions made
within one full year of purchase. 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.


                                 CLASS B SHARES

Shareholders redeeming Class B 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>
                                CONTINGENT
    YEAR OF REDEMPTION           DEFERRED
      AFTER PURCHASE           SALES CHARGE
<S>                            <C>
First                             5.50%
Second                            4.75%
Third                             4.00%
Fourth                            3.00%
Fifth                             2.00%
Sixth                             1.00%
Seventh and thereafter            0.00%
</TABLE>


                                 CLASS C SHARES

Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. 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.

               CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES

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 with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. 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 with respect to Class B Shares and
one full year from the date of purchase with respect to Class C Shares and
applicable Class A Shares; (3) Shares held for fewer than six years with respect
to Class B Shares and for less than one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares 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 Federated Funds in the same class
(see "Exchange Privilege"). 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").


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. 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, and their immediate
family members; 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, or any other financial
institution, to the extent that no payments were advanced for purchases made
through 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.


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

                               ACCOUNT AND SHARE
                                  INFORMATION

                         CERTIFICATES AND CONFIRMATIONS


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


Dividends are declared daily and paid monthly to all shareholders invested in
the Fund on the record date. Dividends and distributions are automatically
reinvested in additional Shares of the Fund on payment dates at the ex-dividend
date net asset value without a sales charge, unless shareholders request cash
payments on the new account form or by contacting the transfer agent. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that month's dividend.


                                 CAPITAL GAINS

Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.

                           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 Class A Shares required minimum value of $500 or
the required minimum value of $1,500 for Class B Shares and Class C Shares. This
requirement does not apply, however, if the balance falls below the required
minimum value because of changes in the net asset value of the respective Share
class. 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 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.

                               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 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 gross income (excluding
any capital gains or losses).

The Adviser may voluntarily waive a portion of its fee or reimburse the Fund for
certain operating expenses. The Adviser can terminate this voluntary waiver 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. With over $80 billion invested across more than 250 funds
under management and/or administration by its subsidiaries, as of December 31,
1995, Federated Investors is one of the largest mutual fund investment managers
in the United States. With more than 1,800 employees, Federated continues to be
led by the management who founded the company in 1955. Federated funds are
presently at work in and through 4,000 financial institutions nationwide. More
than 100,000 investment professionals have selected Federated funds for their
clients.



Mary Jo Ochson has been the Fund's portfolio manager since 1996. Ms. Ochson
joined Federated Investors in 1982 and has been a Senior Vice President of the
Fund's investment adviser since January 1996. From 1988 through 1995, Ms. Ochson
served as a Vice President of the Fund's investment adviser. Ms. Ochson is a
Chartered Financial Analyst and received her M.B.A. in Finance from the
University of Pittsburgh.



J. Scott Albrecht has been the Fund's portfolio manager since 1966. Mr. Albrecht
joined Federated Investors in 1989 and has been a Vice President of the Fund's
investment adviser since 1994. From 1992 to 1994, Mr. Albrecht served as an
Assistant Vice President of the Fund's investment adviser. In 1991, Mr. Albrecht
acted as an investment analyst. Mr. Albrecht is a Chartered



Financial Analyst and received his M.S. in Public Management from Carnegie
Mellon University.

Jonathan C. Conley has been the Fund's portfolio manager since October 1984. Mr.
Conley joined Federated Investors in 1979 and has been a Senior Vice President
of the Fund's investment adviser since 1995. Mr. Conley was a Vice President of
the Fund's investment adviser from 1982 to 1995. Mr. Conley is a Chartered
Financial Analyst and received his M.B.A. in Finance from the University of
Virginia.



Both the Fund and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Directors, and could
result in severe penalties.


DISTRIBUTION OF 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.


State securities laws may require certain financial institutions such as
depository institutions to register as dealers.


The distributor may offer to pay financial institutions an amount equal to 1% of
the net asset value of Class C 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; such waiver
will result in the waiver by the Fund of the otherwise applicable contingent
deferred sales charge.

The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Class B 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. Dealers may voluntarily waive receipt of all or any
portion of these payments. The distributor may pay a portion of the distribution
fee discussed below to financial institutions that waive all or any portion of
the advance payments.

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


Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), Class B Shares and Class C Shares will pay a
fee to the distributor in an amount computed at an annual rate of .75% of the
average daily net assets of each class of Shares to finance any activity which
is principally intended to result in the sale of Shares subject to the
Distribution Plan. For Class C Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers. With respect to Class
B Shares, because distribution fees to be paid by the Fund to the distributor
may not exceed an annual rate of .75% of each class of Shares' average daily net
assets, it will take the distributor a number of years to recoup the expenses it
has incurred for its sales services and distribution and distribution-related
support services pursuant to the Distribution 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 Distribution Plan.



In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Class A Shares, Class B Shares, and Class C Shares to obtain certain personal
services for shareholders and for the maintenance of shareholder accounts. Under
the Shareholder Services Agreement, 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.



                             SUPPLEMENTAL PAYMENTS
                           TO FINANCIAL INSTITUTIONS



With respect to Class A Shares, Class B Shares, and Class C Shares, in addition
to payments made pursuant to the Distribution Plan and Shareholder Services
Agreement, Federated Securities Corp. and Federated Shareholder Services, from
their own assets, may pay financial institutions supplemental fees for the
performance of substantial sales services, distribution-related support
services, or shareholder services. 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 its affiliates.


ADMINISTRATION OF THE FUND

                            ADMINISTRATIVE SERVICES


Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Services Company
provides these at an annual rate which relates to the average aggregate daily
net assets of all funds advised by affiliates of Federated Investors as
specified below:
<TABLE>
<CAPTION>
     MAXIMUM
  ADMINISTRATIVE          AVERAGE AGGREGATE
       FEE                DAILY NET ASSETS
  <C>               <S>
    .15 of 1%       on the first $250 million
    .125 of 1%      on the next $250 million
    .10 of 1%       on the next $250 million
    .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 Services Company may choose voluntarily to waive a portion of its fee.


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

VOTING RIGHTS

Each share of the Fund 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 the Directors or by 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 the federal regular 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
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 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 for both individuals and
corporations. 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.



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.



STATE AND LOCAL TAXES


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

Because interest received by the Fund may not be exempt from all state and local
income taxes, shareholders may be required to pay state and local taxes on
dividends received from the Fund. Shareholders are urged to consult their own
tax advisers regarding the status of their accounts under state and local tax
laws.


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


From time to time the Fund advertises its total return, yield, and
tax-equivalent yield for each class of Shares.


Total return represents the change, over a specific period of time, in the value
of an investment in each class of 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 each class of Shares is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by each class of Shares over a thirty-day period by the maximum offering price
per share of each class on the last day of the period. This number is then
annualized using semi-annual compounding. The tax-equivalent yield is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that a
class of Shares would have had to earn to equal its actual yield, assuming a
specific tax rate. The yield and tax-equivalent yield does not necessarily
reflect income actually earned by each class of 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 maximum sales charge or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.



Total return and yield will be calculated separately for Class A Shares, Class B
Shares and Class C Shares. Expense differences between Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.


From time to time, advertisements for Class A Shares, Class B Shares, and Class
C Shares of the Fund may refer to ratings rankings, and other information in
certain financial publications and/or compare the performance of Class A Shares,
Class B Shares, and Class C Shares to certain indices.

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                    <C>
Federated Municipal Securities Fund, Inc.
                    Class A Shares                                         Federated Investors Tower
                    Class B Shares                                         Pittsburgh, Pennsylvania 15222-3779
                    Class C Shares
- ---------------------------------------------------------------------------------------------------------------------

Distributor
                    Federated Securities Corp.                             Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

Investment Adviser
                    Federated Advisers                                     Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

Custodian
                    State Street Bank and Trust Company                    P.O. Box 8600
                                                                           Boston, Massachusetts 02266-8600
- ---------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Shareholder Services Company                 P.O. Box 8600
                                                                           Boston, Massachusetts 02266-8600
- ---------------------------------------------------------------------------------------------------------------------

Independent Auditors
                    Deloitte & Touche LLP                                  2500 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222-5401
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>




                                        FEDERATED MUNICIPAL
                                        SECURITIES FUND, INC.
                                        (FORMERLY, LIBERTY MUNICIPAL
                                        SECURITIES FUND, INC.)
                                        CLASS A SHARES, CLASS B SHARES,
                                        CLASS C SHARES
                                        PROSPECTUS
                                        An Open-End, Diversified
                                        Management Investment Company
                                        May 31, 1996

[LOGO OF FEDERATED INVESTORS]
        FEDERATED INVESTORS

        Federated Investors Tower
        Pittsburgh, PA 15222-3779

        Federated Securities Corp. is the distributor of the fund
        and is a subsidiary of Federated Investors.


       Cusip 313913105
       Cusip 313913204
       Cusip 313913303


       G00322-01 (5/96)                    [RECYCLED PAPER LOGO]



                  FEDERATED MUNICIPAL SECURITIES FUND, INC.
             (FORMERLY, LIBERTY MUNICIPAL SECURITIES FUND, INC.)
                               CLASS A SHARES
                               CLASS B SHARES
                               CLASS C SHARES
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
   prospectus of Federated Municipal Securities Fund, Inc. (the "Fund") dated
   May 31, 1996. This Statement is not a prospectus. You may request a copy
   of a prospectus or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-245-4770.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779
                          Statement dated May 31, 1996






         FEDERATED INVESTORS
         Federated Investors Tower
         Pittsburgh, PA  15222-3779

         Federated Securities Corp. is the distributor of the Fund and is a
         subsidiary of Federated Investors
         CUSIP 313913105
         CUSIP 313913204
         CUSIP 313913303
         8051601B (5/96)



GENERAL INFORMATION ABOUT THE FUND     4

INVESTMENT OBJECTIVE AND POLICIES      4

 Acceptable Investments                4
 When-Issued and Delayed Delivery
  Transactions                         5
 Temporary Investments                 5
 Portfolio Turnover                    6
 Investment Limitations                7
FEDERATED MUNICIPAL SECURITIES FUND, INC.
MANAGEMENT                            11

 The Funds                            19
 Fund Ownership                       20
 Director Compensation           9
 Director Liability              9
INVESTMENT ADVISORY SERVICES          23

 Adviser to the Fund                  23
 Advisory Fees                        23
BROKERAGE TRANSACTIONS                24

OTHER SERVICES                        25

 Fund Administration                  25
 Custodian and Portfolio Accountant   26
 Transfer Agent                       26
 Independent Auditors                 26
PURCHASING SHARES                     26



 Distribution Plan (Class B Shares
    and Class C Shares Only) and Shareholder
      Services                        27
 Conversion to Federal Funds          28
 Purchases by Sales Representatives,
     Fund Directors, and Employees    28
DETERMINING NET ASSET VALUE    29

 Valuing Municipal Bonds       29
REDEEMING SHARES               29

TAX STATUS                     29

 The Fund's Tax Status         29
TOTAL RETURN                   30

YIELD                          31

TAX-EQUIVALENT YIELD           31

 Tax-Equivalency Table         32
PERFORMANCE COMPARISONS        34

 Economic and Market Information15
ABOUT FEDERATED INVESTORS      36

 Mutual Fund Market            37
 Institutional                 37
 Trust Organizations           37
 Broker/Dealers and Bank
     Broker/Dealer Subsidiaries38



FINANCIAL STATEMENTS           38

APPENDIX                       38



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 from Federated Tax-Free Income Fund, Inc. to Liberty
Municipal Securities Fund, Inc. On February 26, 1996, the Directors approved
an amendment to the Articles of Incorporation to change the name of Liberty
Municipal Securities Fund, Inc. to Federated 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 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  S&P 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 made to secure what is considered to be an
advantageous price and yield for the Fund. No fees or other 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 assets are marked to market daily and
are maintained until the transaction has been settled. The Fund does not
intend to engage in when-issued and delayed delivery transactions to an
extent that would cause the segregation of more than 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:
   o as a reaction to market conditions;
   o 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
   o 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,
1996, and 1995, the portfolio turnover rates were 29% and 41%, respectively.
INVESTMENT LIMITATIONS
  SELLING SHORT AND BUYING ON MARGIN
     The Fund will not make short sales of securities or purchase any
     securities on margin, except for such credits as are necessary for the
     clearance of transactions.
  BORROWING MONEY
     The Fund will 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 any 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 where the
     liquidation of portfolio securities is deemed to be inconvenient or
     disadvantageous. While any such borrowings are outstanding, no net
     purchases of investment securities will be made by the Fund.
  PLEDGING ASSETS
     The Fund will not pledge, mortgage or hypothecate its assets, except to
     secure permitted borrowings. In those cases, it may pledge securities
     having a market value at the time of pledge not exceeding 10% of the
     value of the Fund's total assets.



  INVESTING IN COMMODITIES OR MINERALS
     The Fund will not purchase or sell commodities, commodity contracts,
     oil, gas, or other mineral exploration or development programs.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, but this shall not
     prevent the Fund from investing in Municipal Bonds secured by real
     estate or interest therein.
  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.
  MAKING LOANS
     The Fund will not make loans except that the Fund may, in accordance
     with its investment objective, policies and limitations, acquire
     publicly or non-publicly issued Municipal Bonds or temporary
     investments or enter into repurchase agreements.
  ACQUIRING SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES
     The Fund will not invest in securities issued by any other investment
     company or investment trust.
  DIVERSIFICATION OF INVESTMENTS
     The Fund will not purchase the securities of any one issuer, except in
     cash and cash instruments and securities issued by the United States
     government, its agencies, and instrumentalities, if as a result more
     than 5% of its total assets would be invested in the securities of such
     issuer. For purposes of this limitation, each governmental subdivision,
     i.e. state, territory, possession of the United States or any political
     subdivision of the foregoing including agencies, authorities,



     instrumentalities, or similar entities, or of the District of Columbia
     shall be considered a separate issuer if its assets and revenues are
     separate from those of the governmental body creating it and revenues
     are separate from those of the governmental body creating it and the
     security is backed by its own assets and revenues. In the case of an
     industrial development bond, if the security is backed only by the
     assets and revenues of a non-governmental user, then such non-
     governmental user will be deemed to be the sole issuer. If, however, in
     the case of an industrial development bond or governmental issued
     security, a governmental or some other entity guarantees the security,
     such guarantee would be considered a separate security issued by the
     guarantor as well as the other issuer (as above defined), subject to
     limited exclusions allowed by the Investment Company Act of 1940, as
     amended. For purposes of this limitation, cash instruments do not
     include securities issued by banks.
  DEALING IN PUTS AND CALLS
     The Fund will not purchase or sell puts, calls, straddles, spreads, or
     any combination thereof.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS OF THE FUND
     The Fund will not purchase or retain the securities of any issuer other
     than the securities of the Fund, if, to the Fund's knowledge, those
     officers and directors of the Fund, or of the Adviser, who individually
     own beneficially more than 1/2 of 1% of the outstanding securities of
     such issuer, together own beneficially more than 5% of such outstanding
     securities.
  CONCENTRATION OF INVESTMENTS
     The Fund will not purchase securities if, as a result of such purchase
     more than 25% of the value of its assets would be invested in the



     securities of governmental subdivisions located in any one state,
     territory, or possession of the United States. The Fund may invest more
     than 25% of the value of its assets in industrial development bonds. As
     to industrial development bonds, the Fund may purchase securities of an
     issuer resulting in the ownership of more than 25% of the Fund's assets
     in any one industry.
  INVESTING IN RESTRICTED SECURITIES
     The Fund will not invest more than 10% of the value of its total assets
     in Municipal Bonds which are 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, 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 association having capital, surplus and
undivided profits in excess of $100,000,000 at the time of investment to be
"cash items."
FEDERATED MUNICIPAL SECURITIES FUND, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with Federated Municipal Securities Fund, Inc., and principal
occupations.


John F. Donahue@*
Federated Investors Tower



Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds. Mr. Donahue is the father of J. Christopher Donahue, President and
Director of the Company .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; Director or
Trustee of the Funds; formerly, Senior Partner, Ernst & Young LLP.




John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director



President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village
Development Corporation; Partner or Trustee in private real estate ventures
in Southwest Florida; Director or Trustee of the Funds; formerly, President,
Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director or Trustee of the Funds; formerly, Vice Chairman and Director, PNC
Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of



some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Director  of the Company.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or
Trustee of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, Board of Directors, University of Pittsburgh Medical
Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and
Montefiore Hospitals; Director or Trustee of the Funds.

Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924



Director
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director or Trustee of the Funds; formerly, Counsel, Horizon Financial,
F.A., Western Region.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; State Representative, Commonwealth of Massachusetts; Director or
Trustee of the Funds; formerly, President, State Street Bank and Trust
Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee
of the Funds.



John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho
Management Center; Director or Trustee of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management
Advisory Board.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director



Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director or Trustee of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Shareholder Services Company; Trustee or Director of some of the
Funds; President, Executive Vice President and Treasurer of some of the
Funds.


 John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;



Director, Federated Securities Corp.; Executive Vice President and Secretary
of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.




David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President and Trustee, Federated Investors; Vice President,
Federated Shareholder Services; Executive Vice President, Federated
Securities Corp.; Treasurer of some of the Funds.


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



@ Member of the Executive Committee. The Executive Committee of the Board
of Directors handles the responsibilities of the Board between meetings of
the Board.
THE FUNDS
 As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Annuity Management Series; Arrow
Funds; Automated Government Money Trust; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders Fund,
Inc.; Federated ARMs Fund; Federated Equity Funds; Federated Equity Income
Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated
GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High
Yield Trust; Federated Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Master Trust; Federated Municipal Opportunities Fund,
Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal Trust;
Federated Short-Term Municipal Trust; Federated Short-Term U.S. Government
Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated
Tax-Free Trust; Federated Total  Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 3-5 Years; Federated U.S.
Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.;
High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty  Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash



Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.
FUND OWNERSHIP
Officers and Directors own less than 1% of the Fund's outstanding Shares.
As of May 6, 1996, no shareholders of record owned 5% or more of the Class A
Shares and Class B Shares of the Fund.
As of May 6, 1996, the following shareholders of record owned 5% or more of
the Class C Shares of the Fund: Merrill Lynch, Pierce, Fenner & Smith, (a
record owner holding Shares for its clients), Jacksonville, Florida, owned
approximately 638,570 shares (26.62%); James C. Gilman, Butte, Montana,
owned approximately 120,161 shares (5.01%).


DIRECTOR COMPENSATION

                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
FUND                FUND*           FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund  and



Chairman and Director         54 other investment companies in the Fund
Complex
J. Christopher Donahue,    $0 $0 for the Fund and
President and Director        16 other investment companies in the Fund
Complex
Thomas G. Bigley,++        $1,704  $86,331 for the Fund and
Director                   54 other investment companies in the Fund
Complex
John T. Conroy, Jr.,       $1,835  $115,760 for the Fund and
Director                   54 other investment companies in the Fund
Complex
William J. Copeland,       $1,835  $115,760 for the Fund and
Director                   54 other investment companies in the Fund
Complex
James E. Dowd,   $1,835    $115,760 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.,   $1,704  $104,898 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Edward L Flaherty, Jr.,    $1,835  $115,760 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Peter E. Madden, $1,704    $104,898 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Gregor F. Meyer, Jr.,      $1,704  $104,898 for the Fund and



Director                   54 other investment companies in the Fund
Complex
John E. Murray, Jr.,       $1,704  $104,898 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Wesley W. Posvar,$1,704    $104,898 for the Fund and
Director                   54 other investment companies in the Fund
Complex
Marjorie P. Smuts,         $1,704  $104,898 for the Fund and
Director                   54 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended March 31, 1996.
+The information is provided for the last calendar year.
++ Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through September 30, 1995. On October 1, 1995, he
was appointed a Trustee on 15 additional Federated Funds.
DIRECTOR LIABILITY
The Articles of Incorporation provide that the Directors will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.



INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Advisers (the "Adviser"). 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.
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, 1996, 1995, and 1994, the Fund's Adviser earned $4,644,716,
$4,498,635, and $4,570,573, 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.
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
use 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 guidelines established 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. Research services provided by brokers and dealers may be used by
the Adviser or its affiliates in advising the Fund 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. 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 relationship to
the value of the brokerage and research services provided. During the fiscal
years ended March 31, 1996, 1995, and 1994, no brokerage commissions were
paid by the Fund.
Although investment decisions for the Fund are made independently from those
of the other accounts managed by the Adviser, investments of the type the
Fund may make may also be made by those other accounts. When the Fund and
one or more other accounts managed by the Adviser are prepared to invest in,
or desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by the
adviser to be equitable to each. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the size of the position
obtained or disposed of by the Fund. In other cases, however, it is believed
that coordination and the ability to participate in volume transactions will
be to the benefit of the Fund.
OTHER SERVICES

FUND ADMINISTRATION
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in
the prospectus. From March 1, 1994, to March 1, 1996, Federated
Administrative Services served as the Fund's Administrator. Prior to March
1, 1994, Federated Administrative Services, Inc. served as the Fund's
Administrator. Both former Administrators are subsidiaries of Federated
Investors. For purposes of this Statement of Additional Information,
Federated Services Company, Federated Administrative Services, and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as



the "Administrators." For the fiscal years ended March 31, 1996, 1995, and
1994, the Administrators earned $573,123, $550,028, and $541,113,
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 Services Company.
CUSTODIAN AND PORTFOLIO ACCOUNTANT
State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh, PA,
provides certain accounting and recordkeeping services with respect to the
Fund's portfolio investments. The fee paid for this service is based upon
the level of the Fund's average net assets for the period plus out-of-pocket
expenses.
TRANSFER AGENT
Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records.
For its services, the transfer agent receives a fee based upon the size,
type and number of accounts and transactions made by shareholders.
INDEPENDENT AUDITORS
The independent auditors for the Fund are Deloitte & Touche LLP.
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 combined prospectus under "How To
Purchase Shares."



DISTRIBUTION PLAN (CLASS B SHARES AND CLASS C SHARES ONLY) AND SHAREHOLDER
SERVICES
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.
By adopting the Distribution Plan (Class B Shares and Class C Shares only),
the Directors expect that Class B Shares and Class C Shares of 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 year ended March 31, 1996, payments in the amount of $272,251
(Class B Shares), and $177,402 (Class C Shares) were made pursuant to the
Distribution Plan, all of which was paid to financial institutions. In
addition, for the fiscal year ended March 31, 1996, payments in the amount
of $1,743,709 (Class A Shares), $90,750 (Class B Shares), and $59,134 (Class
C Shares) were made pursuant to the Shareholder Services Agreement, of which
$917,995 (Class A Shares), $0 (Class B Shares), and $10,112 (Class C Shares)
was voluntarily waived.
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 Shareholder 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 and their
immediate family members, 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 Directors use 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 combined
prospectus under "How To Redeem 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:



   o derive at least 90% of its gross income from dividends, interest, and
     gains from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities
     held less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned
     during the year.
TOTAL RETURN

The Fund's average annual total return based on offering price for Class A
Shares for the one-year, five-year, and ten-year periods ended March 31,
1996, was .62%, 6.06%, and 6.73%, respectively.
The Fund's average annual  total return based on offering price for Class B
Shares for the  one-year period ended March 31, 1996, and for the period
from July 26, 1994 (date of initial public offering) to March 31, 1996, was
- -1.36% and 1.76%, respectively.
The Fund's one-year average annual total return based on offering price for
Class C Shares for the period ended March 31, 1996 and for the period from
April 20, 1993 (date of initial public offering) to March 31, 1996, was
3.36% and 3.22%, respectively.
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.
YIELD

The Fund's yields for the thirty-day period ended March 31, 1996 for Class A
Shares, Class B Shares, and Class C Shares were 5.19%, 4.29%, and 4.30%,
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 yields for the thirty-day period ended March 31,
1996 for Class A Shares, Class B Shares, and Class C Shares were 7.21%,
5.96%, and 5.97%, 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
A tax-equivalency table may be used in advertising and sales literature. The
interest earned by the municipal securities 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 on the next page indicates,
a "tax-free" investment can be an attractive choice for investors,
particularly in times of narrow spreads between tax-free and taxable yields.

                       TAXABLE YIELD EQUIVALENT FOR 1996
                              MULTISTATE MUNICIPAL FUNDS

    FEDERAL INCOME TAX BRACKET:
              15.00%  28.00%     31.00%      36.00%     39.60%



    JOINT        $1- $40,101-   $96,901-   $147,701-     OVER
    RETURN    40,100  96,900    147,700     263,750    $263,750

    SINGLE       $1- $24,001-   $58,151-   $121,301-     OVER
    RETURN    24,000  58,150    121,300     263,750    $263,750


Tax-Exempt



Yield                    Taxable Yield Equivalent


     1.00%     1.18%    1.39%     1.45%      1.56%       1.66%
     1.50%     1.76%    2.08%     2.17%      2.34%       2.48%
     2.00%     2.35%    2.78%     2.90%      3.13%       3.31%
     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%      11.59%
     7.50%     8.82%   10.42%    10.87%     11.72%      12.42%
     8.00%     9.41%   11.11%    11.59%     12.50%      13.25%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state
    and local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only.  It is not an
    indicator of past or future performance of Fund shares.
    *Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.



PERFORMANCE COMPARISONS

The performance of each of the classes of Shares depends upon such variables
as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's or any class of Shares' expenses; and
   o 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:
   o 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.



   o LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance
     benchmark for the long-term, investment grade, revenue bond market.
     Returns and attribute for the index are calculated semi- monthly.
   o LEHMAN SEVEN YEAR STATE GENERAL OBLIGATIONS INDEX is an index of
     general obligation bonds rated A or better with 6-8 years to maturity.
o    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 to 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.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which



in invests, to a variety of other investments, such as bank savings
accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect of the
securities market. Such discussions may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how
such developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the
mutual fund industry, including the growth of the industry, from sources
such as the Investment Company Institute.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward, and
consistent.  This has resulted in a history of competitive performance with
a range of competitive investment products that have gained the confidence
of thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts,
and traders dedicated to specific market sectors. These traders handle
trillions of dollars in annual trading volume.
In the municipal sector, as of December 31, 1995, Federated Investors
managed 12 bond funds with approximately $2.0 billion in assets and 20 money
market funds with approximately $7.8 billion in total assets. In 1976,
Federated Investors introduced one of the first municipal bond mutual funds
in the industry and is now one of the largest institutional buyers of



municipal securities. The Funds may quote statistics from organizations
including The Tax Foundation and the National Taxpayers Union regarding the
tax obligations of Americans.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed
income management.  Henry A. Frantzen, Executive Vice President, oversees
the management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications.  Specific markets include:
INSTITUTIONAL CLIENTS
Federated Investors  meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisors.  The marketing effort to these  institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'



portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. Federated Investors'
service to financial professionals and institutions has earned it high
rankings in several DALBAR Surveys. The marketing effort to these firms is
headed by James F. Getz, President, Broker/Dealer Division.
*source:  Investment Company Institute
FINANCIAL STATEMENTS

The Financial Statements for the fiscal year ended March 31, 1996, are
incorporated herein by reference to the Annual Report of the Fund dated
March 31, 1996 (File Nos. 2-57181 and 811-2677). A copy of this report may
be obtained without charge by contacting the Fund.



APPENDIX

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATING DEFINITIONS
AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's
Ratings Group. 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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