FEDERATED MASTER TRUST, 485BPOS, 1996-01-23

FEDERATED MASTER TRUST
485BPOS, 1996-01-23

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1933 Act File No. 2-60111
1940 Act File No. 811-2784

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. ..........

Post-Effective Amendment No. 39 .......... X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 30 ......................... X

FEDERATED MASTER TRUST

(Exact Name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
X on January 31, 1996 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) of Rule 485.
-----------------

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:

filed the Notice required by that Rule on ; or
---------------
intends to file the Notice required by that Rule on or about
; or
------------
X during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.

Copies to:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037

CROSS-REFERENCE SHEET

This Amendment to the Registration Statement of FEDERATED MASTER TRUST
is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page...............Cover Page.
Item 2. Synopsis.................Summary of Trust Expenses.
Item 3. Condensed Financial
Information.............Financial Highlights; Performance
Information; Financial Statements.
Item 4. General Description of
Registrant..............General Information; Investment
Information; Investment Objective;
Investment Policies; Investment Risks;
Investment Limitations.

Item 5. Management of the Fund...Trust Information; Management of the
Trust; Distribution of Shares;
Administration of the Trust.
Item 6. Capital Stock and Other
Securities..............Tax Information; Federal Income Tax;
State and Local Taxes.
Item 7. Purchase of Securities Being
Offered.................Net Asset Value; How to Purchase Shares;
Account and Share Information.

Item 8. Redemption or Repurchase.How to Redeem Shares.

Item 9. Pending Legal Proceedings None.

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page...............Cover Page.

Item 11. Table of Contents........Table of Contents.

Item 12. General Information and
History.................Not Applicable.

Item 13. Investment Objectives and
Policies................Investment Policies; Acceptable
Investments; Investment Limitations.

Item 14. Management of the Fund...Federated Master Trust Management.

Item 15. Control Persons and Principal
Holders of Securities....Share Ownership; Trustees' Compensation;
Trustee Liability.

Item 16. Investment Advisory and Other
Services................Investment Advisory Services; Investment
Adviser; Advisory Fees; Other Services;
Trust Administration; Custodian and
Portfolio Recordkeeper; Transfer Agent;
Independent Auditors; Shareholder
Services Plan.

Item 17. Brokerage Allocation.....Brokerage Transactions.

Item 18. Capital Stock and Other
Securities..............Not Applicable.

Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered.................Determining Net Asset Value; Redemption
in Kind.

Item 20. Tax Status...............Massachusetts Partnership Law; The
Trust's Tax Status.

Item 21. Underwriters.............Not Applicable.

Item 22. Calculation of Performance
Data....................Performance Information.

Item 23. Financial Statements.....Filed in Part A.

FEDERATED MASTER TRUST
PROSPECTUS
The shares of Federated Master Trust (the "Trust") offered by this prospectus
represent interests in an open-end, diversified management investment company (a
mutual fund). The Trust invests in short-term money market securities to achieve
current income consistent with stability of principal.

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 OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Trust. Keep this prospectus for future reference.

The Trust has also filed a Statement of Additional Information dated January 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 1-800-235-4669. To obtain other
information, or make inquiries about the Trust, contact the Trust at the address
listed in the back of this prospectus.

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 January 31, 1996
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SUMMARY OF TRUST EXPENSES 1

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

FINANCIAL HIGHLIGHTS 2
- ------------------------------------------------------

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

INVESTMENT INFORMATION 3
- ------------------------------------------------------
Investment Objective 3
Investment Policies 3
Investment Risks 6
Investment Limitations 6

TRUST INFORMATION 6

- ------------------------------------------------------
Management of the Trust 6
Distribution of Shares 7
Administration of the Trust 8

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

HOW TO PURCHASE SHARES 9

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

HOW TO REDEEM SHARES 10

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

ACCOUNT AND SHARE INFORMATION 11

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

TAX INFORMATION 11
- ------------------------------------------------------
Federal Income Tax 11
State and Local Taxes 12

PERFORMANCE INFORMATION 12

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

FINANCIAL STATEMENTS 13
- ------------------------------------------------------

INDEPENDENT AUDITORS' REPORT 24

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

ADDRESSES 25
- ------------------------------------------------------

SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)........................................ None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)........................................ None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable)...................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)........... None
Exchange Fee................................................................. None
ANNUAL TRUST OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1)............................................. 0.28%
12b-1 Fee.................................................................... None
Total Other Expenses......................................................... 0.18%
Shareholder Services Fee (after waiver)(2)................................. 0.05%
Total Operating Expenses(3)............................................. 0.46%
</TABLE>

(1) The management fee has been reduced to reflect the waiver of a portion of
the management fee. The maximum management fee is 0.40%.

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

(3) The Total Operating Expenses were 0.78% absent the waivers of portions of
the management fee and 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 the Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Trust 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......... $5 $15 $26 $ 58
</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.

FEDERATED MASTER TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditors' Report on page 24.
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------ ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00$1.00
- ------------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ------------------------------
Net investment income 0.06 0.04 0.03 0.04 0.06 0.08 0.09 0.07 0.06 0.07
- ------------------------------
LESS DISTRIBUTIONS
- ------------------------------
Distributions from net
investment income (0.06) (0.04) (0.03) (0.04) (0.06) (0.08) (0.09) (0.07) (0.06)(0.07)
- ------------------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 1.00
- ------------------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TOTAL RETURN(a) 5.73% 3.78% 2.91% 3.76% 6.22% 8.16% 9.21% 7.33% 6.39% 6.82%
- ------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------
Expenses 0.46% 0.46% 0.46% 0.46% 0.46% 0.45% 0.45% 0.45% 0.45% 0.45%
- ------------------------------
Net investment income 5.59% 3.72% 2.88% 3.73% 6.13% 7.87% 8.83% 7.03% 6.22% 6.60%
- ------------------------------
SUPPLEMENTAL DATA
- ------------------------------
Net assets, end of period
(000 omitted) $729,144$773,260$868,828$1,058,671$1,302,565$1,495,299$2,109,661$2,391,625$3,237,809$3,057,411
- ------------------------------
</TABLE>

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

(See Notes which are an integral part of the Financial Statements)

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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated October 10, 1977. The Trust is designed for institutional
investors such as banks, fiduciaries, custodians of public funds, and similar
institutional investors as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio investing in short-term money
market securities. A minimum initial investment of $25,000 within a 90-day
period is required.

The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

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

INVESTMENT OBJECTIVE

The investment objective of the Trust is current income consistent with
stability of principal. While there is no assurance that the Trust will achieve
its investment objective, it endeavors to do so by complying with the various
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and by following the investment policies
described in this prospectus. The investment objective and the policies and
limitations described below, unless indicated otherwise, cannot be changed
without shareholder approval.

INVESTMENT POLICIES

The Trust pursues its investment objective by investing in a portfolio of money
market securities maturing in one year or less. As a matter of operating policy,
which may be changed without shareholder approval, the Trust will limit the
average maturity of its portfolio to 90 days or less, in order to meet
regulatory requirements.

ACCEPTABLE INVESTMENTS. The Trust invests in high quality money market
instruments that are either rated in the highest short-term rating category by
one or more nationally recognized statistical rating organizations ("NRSROs") or
are of comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:

- domestic issues of corporate debt obligations, including variable rate
demand notes;

- commercial paper (including Canadian Commercial Paper and Europaper);

- certificates of deposit, demand and time deposits, bankers' acceptances
and other instruments of domestic and foreign banks and other deposit
institutions ("Bank Instruments");

- short-term credit facilities;

- asset-backed securities;

- obligations issued or guaranteed as to payment of principal and interest
by the U.S. government or one of its agencies or instrumentalities; and
- other money market instruments.

The Trust invests only in instruments denominated and payable in U.S. dollars.

VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
instruments that have variable or floating interest rates and provide the
Trust with the right to tender the security for repurchase at its stated
principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at
par. The interest rate may float or be adjusted at regular intervals
(ranging from daily to annually), and is normally based on a published
interest rate or interest rate index. Most variable rate demand notes allow
the Trust to demand the repurchase of the security on not more than seven
days prior notice. Other notes only permit the Trust to tender the security
at the time of each interest rate adjustment or at other fixed intervals.
See "Demand Features." The Trust treats variable rate demand notes as
maturing on the later of the date of the next interest rate adjustment or
the date on which the Trust may next tender the security for repurchase.

BANK INSTRUMENTS. The Trust only invests in Bank Instruments either issued
by an institution having capital, surplus and undivided profits over $100
million, or insured by the Bank Insurance Fund ("BIF") or the Savings
Association Insurance Fund ("SAIF"). Bank Instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The Trust will treat
securities credit enhanced with a bank's letter of credit as Bank
Instruments.

ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
special purpose entities whose primary assets consist of a pool of loans or
accounts receivable. The securities may take the form of beneficial
interests in special purpose trusts, limited partnership interests, or
commercial paper or other debt securities issued by a special purpose
corporation. Although the securities often have some form of credit or
liquidity enhancement, payments on the securities depend predominantly upon
collections of the loans and receivables held by the issuer.

SHORT-TERM CREDIT FACILITIES. The Trust may enter into, or acquire
participations in, short-term borrowing arrangements with corporations,
consisting of either a short-term revolving credit facility or a master
note agreement payable upon demand. Under these arrangements, the borrower
may reborrow funds during the term of the facility. The Trust treats any
commitments to provide such advances as a standby commitment to purchase
the borrower's notes.

REPURCHASE AGREEMENTS. Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, brokers/dealers, and other recognized financial
institutions sell securities to the Trust and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that the
seller does not repurchase the securities from the Trust, the Trust could
receive less than the repurchase price on any sale of such securities.

CREDIT ENHANCEMENT. Certain of the Trust's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, or default of the party providing the credit enhancement will
adversely affect the quality and marketability of the underlying security.

DEMAND FEATURES. The Trust may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Trust. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another
third party, and may not be transferred separately from the underlying security.
The Trust uses these arrangements to provide the Trust with liquidity and not to
protect against changes in the market value of the underlying securities. The
bankruptcy, receivership, or default by the issuer of the demand feature, or a
default on the underlying security or other event that terminates the demand
feature before its exercise, will adversely affect the liquidity of the
underlying security. Demand features that are exercisable even after a payment
default on the underlying security may be treated as a form of credit
enhancement.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Trust purchases securities with payment and delivery scheduled for
a future time. The seller's failure to complete these transactions may cause the
Trust 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
values of the securities purchased may vary from the purchase prices.
Accordingly, the Trust may pay more or less than the market value of the
securities on the settlement date.

The Trust may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Trust may enter into 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 Trust may realize short-term profits or losses upon the sale of such
commitments.

RESTRICTED AND ILLIQUID SECURITIES. The Trust may invest in restricted
securities. Restricted securities are any securities in which the Trust may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities law. However, the Trust will
limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, non-negotiable time
deposits, and repurchase agreements providing for settlement in more than seven
days after notice. Under criteria established by the Trustees, certain
restricted securities are determined to be liquid. To the extent that restricted
securities are not determined to be liquid, the Trust will limit their purchase,
together with other illiquid securities, to 10% of its net assets. These
policies may be changed without shareholder approval.

The Trust may invest in commercial paper issued in reliance on the exemption
from registration afforded by Section 4(2) of the Securities Act of 1933.
Section 4(2) commercial paper is restricted as to disposition under federal
securities law, and is generally sold to institutional investors, such as the
Trust, who agree that they are purchasing the paper for investment purposes and
not with a view to public distribution. Any resale by the purchaser must be in
an exempt transaction. Section 4(2) commercial paper is normally resold to other
institutional investors like the Trust through or with the assistance of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing liquidity. The Trust believes that Section 4(2) commercial paper
and possibly certain other restricted securities which meet the criteria for
liquidity established by the Trustees of the Trust are quite liquid. The Trust
intends, therefore, to treat the restricted securities which meet the criteria
for liquidity established by the Trustees, including Section 4(2) commercial
paper, as determined by the Trust's investment adviser, as liquid and not
subject to the investment limitation applicable to illiquid securities. In
addition, because Section 4(2) commercial paper is liquid, the Trust intends to
not subject such paper to the limitation applicable to restricted securities.

CONCENTRATION OF INVESTMENTS. As a matter of operating policy, which can be
changed without shareholder approval, generally, in excess of 50% of the assets
of the Trust will be invested in commercial paper and variable amount demand
master notes. Further, the Trust will invest 25% or more of its total assets in
commercial paper issued by finance companies. The finance companies in which the
Trust intends to invest can be divided into two categories, commercial finance
companies and consumer finance companies. Commercial finance companies are
principally engaged in lending to corporations or other businesses. Consumer
finance companies are primarily engaged in lending to individuals. Captive
finance companies or finance subsidiaries which exist to facilitate the
marketing and financial activities of their parent will, for purposes of
industry concentration, be classified in the industry of their parent's
corporation. In addition, the Trust may invest 25% or more of the value of its
total assets in instruments 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. Concentrating investments in one
industry may subject the Trust to more risk than if it did not concentrate.

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject to
different risks than domestic obligations of domestic banks or corporations.
Examples of these risks include international economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholding or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the issuing
entity, and the possible impact of interruptions in the flow of international
currency transactions. Risks may also exist for ECDs, ETDs, and Yankee CDs
because the banks issuing these instruments, or their domestic or foreign
branches, are not necessarily subject to the same regulatory requirements that
apply to domestic banks, such as reserve requirements, loan limitations,
examinations, accounting, auditing, recordkeeping, and the public availability
of information. These factors will be carefully considered by the Trust's
adviser in selecting investments for the Trust.

INVESTMENT LIMITATIONS

The Trust will not borrow money directly or pledge securities except, under
certain circumstances, the Trust may borrow up to one-third of the value of its
total assets and pledge assets to secure such borrowings. This investment
limitation cannot be changed without shareholder approval.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER. Investment decisions for the Trust are made by Federated
Research, the Trust's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment
research and supervision for the Trust and is responsible for the purchase and
sale of portfolio instruments.

ADVISORY FEES. The adviser receives an annual investment advisory fee equal
to .40 of 1% of the Trust's average daily net assets. The adviser has
undertaken to reimburse the Trust up to the amount of the advisory fee for
operating expenses in excess of limitations established by certain states.
In addition, under the investment advisory contract, the adviser will waive
the amount, limited to the amount of the advisory fee, by which the Trust's
aggregate annual operating expenses, including the investment advisory fee
but excluding interest, taxes, brokerage commissions, expenses of
registering and qualifying the Trust and its shares under federal and state
laws and regulations, expenses of withholding taxes, and extraordinary
expenses exceed .45 of 1% of its average daily net assets. This does not
include reimbursement to the Trust of any expenses incurred by shareholders
who use the transfer agent's subaccounting facilities.
ADVISER'S BACKGROUND. Federated Research, 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 Research 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.

Both the Trust and the adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Trust and its
portfolio securities. These codes recognize that such persons owe a
fiduciary duty to the Trust's shareholders and must place the interests of
shareholders ahead of the employees' own interests. 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 Trust; 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 Trustees, and could result in severe
penalties.
DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for shares of the Trust.
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.

SHAREHOLDER SERVICES. The Trust has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Trust may make payments up to .25 of 1% of the
average daily net asset value of its shares, computed at an annual rate, to
obtain certain personal services for shareholders and provide the maintenance of
shareholder accounts ("shareholder services"). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily. 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 Trust and Federated Shareholder Services.

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Trust.
Federated Administrative Services provides these at an annual rate as specified
below:
<TABLE>
<CAPTION>
AVERAGE AGGREGATE
MAXIMUM FEE DAILY NET ASSETS
- ---------------------------------------------------------------------------------
<S> <C>
.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 Administrative Services may choose voluntarily to waive a portion of
its fee.

NET ASSET VALUE

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

The Trust attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting total liabilities from total assets
and dividing the remainder by the number of shares outstanding. The Trust cannot
guarantee that its net asset value will always remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased either by wire or by
check. The Trust reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Trust. Financial institutions may impose different minimum investment
requirements on their customers.

PURCHASING SHARES BY WIRE. Shares may be purchased by Federal Reserve wire by
calling the Trust before 3:00 p.m. (Eastern time) to place an order. The order
is considered received immediately. Payment by federal funds must be received
before 3:00 p.m. (Eastern time) that day. Federal funds should be wired as
follows: Federated Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: [Federated Master Trust]; Fund
Number (this number can be found on the account statement or by contacting the
Trust); Group Number or Order 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. Shares may be purchased by sending a check to:
Federated Services Company, 8600, Boston, MA 02266-8600. The check should be
made payable to Federated Master Trust. Orders by mail are considered received
when payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.

AUTOMATIC INVESTMENTS. Investors may establish accounts with their financial
institutions to have cash accumulations automatically invested in the Trust. The
investments may be made on predetermined dates or when the investor's account
reaches a certain level. Participating financial institutions are responsible
for prompt transmission of orders relating to the program, and they may charge
for their services. Investors should read this prospectus along with the
financial institution's agreement or literature describing these services and
fees.

SUBACCOUNTING SERVICES. Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Trust shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services and any restrictions and limitations
imposed. State securities laws may require certain financial institutions such
as depository institutions to register as dealers.

HOW TO REDEEM SHARES

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

Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Trust computes its net asset value. Redemption requests must
be received in proper form and can be made as described below.

REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by calling
the Trust provided the Trust has a properly completed authorization form. These
forms can be obtained from Federated Securities Corp. Proceeds from redemption
requests received before 3:00 p.m. (Eastern time) will be wired the same day to
the shareholder's account at a domestic commercial bank which is a member of the
Federal Reserve System, but will not include that day's dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. 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 may be recorded and if reasonable procedures are not
followed by the Trust, 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 Trust 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 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 Trust name; the account name as registered
with the Trust; 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 Trust 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 in the Securities Exchange Act of 1934. The
Trust does not accept signatures guaranteed by a notary public.

ACCOUNT AND SHARE INFORMATION

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

DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Trust
unless cash payments are requested by writing to the Trust. Shares purchased by
wire before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

CAPITAL GAINS. The Trust does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Trust will distribute in cash or additional shares
any realized net long-term capital gains at least once every 12 months.

CERTIFICATES AND CONFIRMATIONS. As transfer agent for the Trust, Federated
Services Company maintains a share account for each shareholder. Share
certificates are not issued unless requested by contacting the Trust or
Federated Services Company in writing. Monthly confirmations are sent to report
all transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Trust may redeem shares in any account, except accounts
maintained by retirement plans, and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions. 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.
VOTING RIGHTS. Each share of the Trust gives the shareholder one vote in Trustee
elections and other matters submitted to shareholders for vote. The Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's operation and for election of
Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

TAX INFORMATION

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

FEDERAL INCOME TAX

The Trust 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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

STATE AND LOCAL TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust, Trust
shares may be subject to personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania to the extent that the
portfolio securities in the Trust would be subject to such taxes if owned
directly by residents of those jurisdictions.
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 Trust advertises its total return, yield and effective
yield.

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

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

From time to time, advertisements for the Trust may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Trust's performance to certain indices.

FEDERATED MASTER TRUST
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ----------- ----------------------------------------------------------------- ------------
<C> <C> <S> <C>
BANK NOTES--4.8%
- ----------- ----------------------------------------------------------------------
BANKING--4.8%
-----------------------------------------------------------------
$10,000,000 Comerica Bank, Detroit, MI, 5.700%-5.710%, 9/3/1996-9/23/1996 $ 9,997,168
-----------------------------------------------------------------
25,000,000 Mellon Bank N.A., Pittsburgh, 5.750%-5.810%, 2/28/1996-10/16/1996 24,996,829
----------------------------------------------------------------- ------------
TOTAL BANK NOTES 34,993,997
----------------------------------------------------------------- ------------
</TABLE>

<TABLE>
<C> <C> <S> <C>
CERTIFICATES OF DEPOSIT--6.2%
- ----------------------------------------------------------------------------------
BANKING--6.2%
-----------------------------------------------------------------
5,000,000 Banque Nationale de Paris, 5.790%, 1/12/1996 5,000,057
-----------------------------------------------------------------
5,000,000 Bayerische Hypotheken-Und Wechsel-Bank Ag, 5.770%, 4/12/1996 5,000,179
-----------------------------------------------------------------
20,000,000 Royal Bank of Canada, Montreal, 5.771%, 2/5/1996 19,999,789
-----------------------------------------------------------------
15,000,000 Swiss Bank Corp., Basle, 5.770%, 2/2/1996 15,000,000
----------------------------------------------------------------- ------------
TOTAL CERTIFICATES OF DEPOSIT 45,000,025
----------------------------------------------------------------- ------------
(a)COMMERCIAL PAPER--65.1%
- ----------------------------------------------------------------------------------
BANKING--22.4%
-----------------------------------------------------------------
42,000,000 Abbey National N.A. Corp., (Guaranteed by Abbey National Bank
PLC, London), 5.697%-5.795%, 1/5/1996-1/22/1996 41,738,664
-----------------------------------------------------------------
26,000,000 ABN AMRO N.A., Finance, Inc., (Guaranteed by ABN AMRO Bank N.V.,
Amsterdam), 5.640%-5.860%, 12/27/1995-4/25/1996 25,650,062
-----------------------------------------------------------------
8,000,000 Canadian Imperial Holdings, Inc., (Guaranteed by Canadian
Imperial Bank of Commerce, Toronto), 5.800%, 1/24/1996 7,931,360
-----------------------------------------------------------------
17,800,000 Commerzbank U.S. Finance, Inc., (Guaranteed by Commerzbank AG,
Frankfurt), 5.749%-5.754%, 12/27/1995-1/22/1996 17,716,026
-----------------------------------------------------------------
15,000,000 Dresdner US Finance, 5.984%, 12/21/1995 14,951,667
-----------------------------------------------------------------
4,000,000 J.P. Morgan & Co., Inc., 5.756%, 1/22/1996 3,967,702
-----------------------------------------------------------------
6,587,000 Queensland Alumina Ltd., (Credit Suisse, Zurich LOC), 5.755%,
2/16/1996 6,507,116
-----------------------------------------------------------------
5,000,000 Royal Bank of Canada, Montreal, 5.636%, 1/11/1996 4,968,794
-----------------------------------------------------------------
</TABLE>

FEDERATED MASTER TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ----------- ----------------------------------------------------------------- ------------
<C> <C> <S> <C>
(a)COMMERCIAL PAPER--CONTINUED
- ----------------------------------------------------------------------------------
BANKING--CONTINUED
-----------------------------------------------------------------
$30,000,000 Societe Generale North America, Inc., (Guaranteed by Societe
Generale, Paris), 5.672%-5.765%, 1/23/1996-3/18/1996 $ 29,587,789
-----------------------------------------------------------------
10,000,000 UBS Finance (Delaware), Inc., (Guaranteed by Union Bank of
Switzerland, Zurich), 5.901%, 12/1/1995 10,000,000
----------------------------------------------------------------- ------------
Total 163,019,180
----------------------------------------------------------------- ------------
FINANCE-COMMERCIAL--31.5%
-----------------------------------------------------------------
37,300,000 Asset Securitization Cooperative Corp., 5.695%-5.793%,
12/7/1995-1/26/1996 37,041,303
-----------------------------------------------------------------
38,000,000 Beta Finance, Inc., 5.611%-5.822%, 1/16/1996-5/17/1996 37,549,152
-----------------------------------------------------------------
10,000,000 CIESCO, Inc., 5.700%, 12/7/1995 9,990,625
-----------------------------------------------------------------
42,000,000 CIT Group Holdings, Inc., 5.771%-5.802%, 12/5/1995-1/29/1996 41,761,378
-----------------------------------------------------------------
22,150,000 Falcon Asset Securitization Corp., 5.701%-5.741%,
2/8/1996-5/3/1996 24,684,212
-----------------------------------------------------------------
40,200,000 General Electric Capital Corp., 5.709%-5.772%,
12/21/1995-3/1/1996 39,796,653
-----------------------------------------------------------------
14,000,000 Greenwich Funding Corp., 5.749%, 2/15/1996 13,832,420
-----------------------------------------------------------------
25,000,000 PREFCO-Preferred Receivables Funding Co., 5.778%, 2/13/1996 24,706,569
----------------------------------------------------------------- ------------
Total 229,362,312
----------------------------------------------------------------- ------------
FINANCE-RETAIL--7.6%
-----------------------------------------------------------------
31,000,000 Associates Corp. of North America, 5.738%-5.761%,
12/5/1995-2/23/1996 30,658,974
-----------------------------------------------------------------
10,600,000 Ford Credit Receivables Funding, Inc., 5.783%, 1/16/1996 10,522,797
-----------------------------------------------------------------
10,000,000 New Center Asset Trust, A1+/P1 Series, 5.752%, 2/28/1996 9,859,825
-----------------------------------------------------------------
4,000,000 Norwest Financial, Inc., 5.720%, 12/12/1995 3,993,107
----------------------------------------------------------------- ------------
Total 55,034,703
----------------------------------------------------------------- ------------
INSURANCE--1.1%
-----------------------------------------------------------------
5,000,000 Marsh & McLennan Cos., Inc., 5.944%, 12/1/1995 5,000,000
-----------------------------------------------------------------
3,247,000 Prospect Street Senior Portfolio, L.P., (Guaranteed by Financial
Security Assurance, Inc.), 5.786%-5.796%, 12/11/1995-3/8/1996 3,204,492
----------------------------------------------------------------- ------------
Total 8,204,492
----------------------------------------------------------------- ------------
</TABLE>

FEDERATED MASTER TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ----------- ----------------------------------------------------------------- ------------
<C> <C> <S> <C>
(a)COMMERCIAL PAPER--CONTINUED
- ----------------------------------------------------------------------------------
OIL & OIL FINANCE--1.3%
-----------------------------------------------------------------
$10,000,000 Chevron Transport Corp., (Guaranteed by Chevron Corp.), 5.660%,
4/19/1996 $ 9,784,944
----------------------------------------------------------------- ------------
TELECOMMUNICATIONS--1.2%
-----------------------------------------------------------------
9,000,000 AT&T Corp., 5.739%, 12/1/1995 9,000,000
----------------------------------------------------------------- ------------
TOTAL COMMERCIAL PAPER 474,405,631
----------------------------------------------------------------- ------------
CORPORATE NOTES--0.5%
- ----------------------------------------------------------------------------------
FOOD & BEVERAGE--0.5%
-----------------------------------------------------------------
4,000,000 PepsiCo, Inc., 5.830%, 8/27/1996 4,001,060
----------------------------------------------------------------- ------------
(B)NOTES-VARIABLE--21.5%
- ----------------------------------------------------------------------------------
BANKING--10.8%
-----------------------------------------------------------------
9,840,000 500 South Front St. L.P., Series A, (Huntington National Bank,
Columbus, OH LOC), 5.810%, 12/7/1995 9,840,000
-----------------------------------------------------------------
2,500,000 Bissett, William K. and Sheryl B., Multi-Option Adjustable Rate
Notes, (Huntington National Bank, Columbus, OH LOC), 5.813%,
12/7/1995 2,500,000
-----------------------------------------------------------------
1,505,000 Continental Commercial Properties (Huntington National Bank,
Columbus, OH LOC), 5.810%, 12/7/1995 1,505,000
-----------------------------------------------------------------
2,500,000 Continental Downtown Properties, (Huntington National Bank,
Columbus, OH LOC), 5.810%, 12/7/1995 2,500,000
-----------------------------------------------------------------
7,300,000 Franklin, OH County of, (Huntington National Bank, Columbus, OH
LOC), 5.938%, 12/7/1995 7,300,000
-----------------------------------------------------------------
8,610,000 H & D Inc., (Huntington National Bank, Columbus, OH LOC), 5.813%,
12/7/1995 8,610,000
-----------------------------------------------------------------
2,000,000 Kentucky Rural Economic Development Authority, (PNC Bank, N.A.
LOC), 5.926%, 12/4/1995 2,000,000
-----------------------------------------------------------------
2,228,000 Midwest Funding Corp., Series 1992 D, (Bank One, Columbus N.A.
LOC), 5.790%, 12/7/1995 2,228,000
-----------------------------------------------------------------
7,500,000 (e) SMM Trust, Series 1995-B, 5.832%, 12/1/1995 7,500,000
-----------------------------------------------------------------
20,000,000 (e) SMM Trust, Series 1995-I, 5.863%, 12/27/1995 19,997,137
-----------------------------------------------------------------
</TABLE>

(a) Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.

(b) Current rate and next reset date shown.

(c) The repurchase agreements are fully collateralized by U.S. government and/or
agency obligations based on market prices at the date of the portfolio. The
investments in the repurchase agreements are through participation in joint
accounts with other Federated funds.

(d) Also represents cost for federal tax purposes.

(e) Denotes a restricted security which is subject to restrictions on resale
under Federal Securities laws. At the end of the period, these securities
amounted to $58,995,937 which represents 8.1% of net assets.

Note: The categories of investments are shown as a percentage of net assets
($729,144,275) at November 30, 1995.

The following acronyms are used throughout this portfolio:
<TABLE>
<S> <C>
LOC --Letter of Credit
PLC --Public Limited Company
</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED MASTER TRUST

STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- --------------------------------------------------------------------------------
Total investments in securities, at amortized cost and value $763,200,148
- --------------------------------------------------------------------------------
Income receivable 2,035,872
- -------------------------------------------------------------------------------- ------------
Total assets 765,236,020
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Payable for investments purchased $32,706,569
- ------------------------------------------------------------------
Income distribution payable 2,649,804
- ------------------------------------------------------------------
Payable for shares redeemed 344,419
- ------------------------------------------------------------------
Payable to Bank 287,932
- ------------------------------------------------------------------
Accrued expenses 103,021
- ------------------------------------------------------------------ -----------
Total liabilities 36,091,745
- -------------------------------------------------------------------------------- ------------
NET ASSETS for 729,144,275 shares outstanding $729,144,275
- -------------------------------------------------------------------------------- ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
($729,144,275 / 729,144,275 shares outstanding) $1.00
- -------------------------------------------------------------------------------- ------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED MASTER TRUST

STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Interest $49,735,358
- -----------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------
Investment advisory fee $ 3,287,528
- --------------------------------------------------------------------
Administrative personnel and services fee 622,165
- --------------------------------------------------------------------
Custodian fees 159,236
- --------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses 46,673
- --------------------------------------------------------------------
Directors'/Trustees' fees 7,987
- --------------------------------------------------------------------
Auditing fees 15,969
- --------------------------------------------------------------------
Legal fees 11,426
- --------------------------------------------------------------------
Portfolio accounting fees 108,352
- --------------------------------------------------------------------
Shareholder services fee 2,054,705
- --------------------------------------------------------------------
Share registration costs 32,603
- --------------------------------------------------------------------
Printing and postage 10,376
- --------------------------------------------------------------------
Insurance premiums 13,468
- --------------------------------------------------------------------
Taxes 21,424
- --------------------------------------------------------------------
Miscellaneous 9,673
- -------------------------------------------------------------------- -----------
Total expenses 6,401,585
- --------------------------------------------------------------------
Waivers--
- --------------------------------------------------------------------
Waiver of investment advisory fee ($1,005,315)
- ------------------------------------------------------
Waiver of shareholder services fee (1,643,764)
- ------------------------------------------------------ -----------
Total waivers (2,649,079)
- -------------------------------------------------------------------- -----------
Net expenses 3,752,506
- ----------------------------------------------------------------------------------- -----------
Net investment income $45,982,852
- ----------------------------------------------------------------------------------- -----------
</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED MASTER TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
----------------------------------
1995 1994
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------
Net investment income $ 45,982,852 $ 30,282,577
- ------------------------------------------------------------ --------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------------
Distributions from net investment income (45,982,852) (30,282,577)
- ------------------------------------------------------------ --------------- ---------------
SHARE TRANSACTIONS--
- ------------------------------------------------------------
Proceeds from sale of shares 3,261,351,161 5,769,238,863
- ------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of distributions declared 11,188,290 5,990,213
- ------------------------------------------------------------
Cost of shares redeemed (3,316,655,250) (5,870,797,250)
- ------------------------------------------------------------ --------------- ---------------
Change in net assets resulting from share transactions (44,115,799) (95,568,174)
- ------------------------------------------------------------ --------------- ---------------
Change in net assets (44,115,799) (95,568,174)
- ------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------
Beginning of period 773,260,074 868,828,248
- ------------------------------------------------------------ --------------- ---------------
End of period $ 729,144,275 $ 773,260,074
- ------------------------------------------------------------ --------------- ---------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)

FEDERATED MASTER TRUST

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Master Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended (the "Act"), as a diversified, open-end management
investment company.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
<TABLE>
<S> <C>
INVESTMENT VALUATIONS--The Trust uses the amortized cost method to value its portfolio
securities in accordance with Rule 2a-7 under the Act.
REPURCHASE AGREEMENTS--It is the policy of the Trust to require the custodian bank to
take possession, to have legally segregated in the Federal Reserve Book Entry System, or
to have segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. Additionally, procedures have been established
by the Trust to monitor, on a daily basis, the market value of each repurchase
agreement's collateral to ensure that the value of collateral at least equals the
repurchase agreement transaction.
The Trust will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the Trust's adviser
to be creditworthy pursuant to guidelines and/or standards reviewed or established by
the Board of Trustees (the "Trustees"). Risks may arise from the potential inability of
counterparties to honor the terms of the repurchase agreement. Accordingly, the Trust
could receive less than the repurchase price on the sale of collateral securities.
INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS--Interest income and expenses are accrued
daily. Bond premium and discount, if applicable, are amortized as required by the
Internal Revenue Code, as amended (the "Code"). Distributions to shareholders are
recorded on the ex-dividend date.
FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the Code
applicable to regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in when-issued or
delayed delivery transactions. The Trust records when-issued securities on the trade
date and maintains security positions such that sufficient liquid assets will be
available to make payment for the securities purchased. Securities purchased on a
when-issued or delayed delivery basis are marked to market daily and begin earning
interest on the settlement date.
</TABLE>

FEDERATED MASTER TRUST
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
RESTRICTED SECURITIES--Restricted securities are securities that may only be resold upon
registration under federal securities laws or in transactions exempt from such
registration. Many restricted securities may be resold in the secondary market in
transactions exempt from registration. In some cases, the restricted securities may be
resold without registration upon exercise of a demand feature. The Trust will not incur
any registration costs upon such resales. Restricted securities are valued at amortized
cost in accordance with Rule 2a-7 under the Investment Company Act of 1940.

Additional information on each restricted security held at November 30, 1995 is as
follows:
</TABLE>

<TABLE>
<CAPTION>
SECURITY ACQUISITION DATE ACQUISITION COST
- ---------------------------------------------------- -------------------- -----------------
<S> <C> <C>
SMM Trust, Series 1995-B, 5.832%, 12/1/1995 8/4/1995 $ 7,500,000
SMM Trust, Series 1995-I, 5.863%, 12/27/1995 5/26/1995 19,994,210
SMM Trust, Series 1995-L, 5.832%, 12/13/1995 8/4/1995 7,528,827
Peoples Security Life Insurance, 6.030%,
12/1/1995 5/25/1989-12/13/1990 24,068,987
</TABLE>

<TABLE>
<S> <C>
OTHER--Investment transactions are accounted for on the trade date.
</TABLE>

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
November 30, 1995, capital paid-in aggregated $729,144,275. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------------
1995 1994
- -------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Shares sold 3,261,351,161 5,769,238,863
- --------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared 11,188,290 5,990,213
- --------------------------------------------------------------
Shares redeemed (3,316,655,250) (5,870,797,250)
- -------------------------------------------------------------- -------------- --------------
Net change resulting from share transactions (44,115,799) (95,568,174)
- -------------------------------------------------------------- -------------- --------------
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Research, the Trust's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Trust's average daily net assets. The Adviser will
waive, to the extent of its advisory fee, the amount, if any, by which the
Trust's aggregate annual operating expenses, excluding interest, taxes,
brokerage commissions, expenses of registering and qualifying the Trust and its
shares under federal and state laws, expenses of withholding taxes, and
extraordinary expenses, exceed .45 of 1% of average daily net assets of the
Trust.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS"), under the
Administrative Services Agreement, provides the Trust administrative personnel
and services. This fee is based on the level of average aggregate daily net
assets of all funds advised by subsidiaries of Federated Investors for the

FEDERATED MASTER TRUST
- --------------------------------------------------------------------------------

period. The administrative fee received during the period of the Administrative
Services Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS up to .25 of
1% of average daily net assets of the Trust shares for the period. This fee is
to obtain certain services for shareholders and to maintain shareholder
accounts. FSS may voluntarily choose to waive any portion of its fee. FSS can
modify or terminate this voluntary waiver at any time at its sole discretion.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer and dividend disbursing agent for the Trust. This
fee is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES--FServ maintains the Trust's accounting records for
which it receives a fee. The fee is based on the level of the Trust's average
daily net assets for the period, plus out-of-pocket expenses.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Board of Trustees and Shareholders of
FEDERATED MASTER TRUST:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated Master Trust as of November 30, 1995,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended November 30, 1995 and 1994, and the
financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at November
30, 1995 by correspondence with the custodian and brokers; where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Federated Master
Trust as of November 30, 1995, the results of its operations, the changes in its
net assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
January 12, 1996

ADDRESSES
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<TABLE>
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Federated Master Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
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Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, PA 15222-3779
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Investment Adviser
Federated Research Federated Investors Tower
Pittsburgh, PA 15222-3779
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Custodian
State Street Bank and Trust Company P.O. Box 8600
Boston, MA 02266-8600
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Transfer Agent and Dividend Disbursing Agent
Federated Services Company P.O. Box 8600
Boston, MA 02266-8600
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Independent Public Accountants
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, PA 15222-5401
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</TABLE>

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FEDERATED MASTER TRUST
PROSPECTUS

An Open-End, Diversified, Management
Investment Company

Prospectus dated January 31, 1996

FEDERATED SECURITIES CORP.

(LOGO)
- ---------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
CUSIP 314214107
8010411A (1/96)

FEDERATED MASTER TRUST

STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information should be read with the
prospectus of Federated Master Trust (the "Trust") dated January 31, 1996.
This Statement is not a prospectus. You may request a copy of a prospectus
or a paper copy of this Statement of Additional Information, if you have
received it electronically, free of charge by calling 1-800-235-4669.

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

Statement dated January 31, 1996
Federated Securities Corp.
Distributor
A subsidiary of Federated Investors

INVESTMENT POLICIES 3

Acceptable Investments 3
U.S. Government Securities 3
Bank Instruments 3
Ratings 4
When-Issued and Delayed Delivery
Transactions 4
Repurchase Agreements 5
Credit Enhancement 5
INVESTMENT LIMITATIONS 5

Regulatory Compliance 9
FEDERATED MASTER TRUST MANAGEMENT9

Share Ownership 18
Trustees' Compensation 19
T
r
ustee Liability 20

INVESTMENT ADVISORY SERVICES 21

Investment Adviser 21
Advisory Fees 21
BROKERAGE TRANSACTIONS 22

OTHER SERVICES 23

Trust Administration 23
Custodian and Portfolio
Recordkeeper 24
Transfer Agent 24
Independent Auditors 24
SHAREHOLDER SERVICES AGREEMENT 24

DETERMINING NET ASSET VALUE 25

REDEMPTION IN KIND 26

MASSACHUSETTS PARTNERSHIP LAW 27

THE TRUST'S TAX STATUS 27

PERFORMANCE INFORMATION 28

Yield 28
Effective Yield 28
Total Return 29
Performance Comparisons 29
ABOUT FEDERATED INVESTORS 30

Mutual Fund Market 31

Institutional Clients 31
Trust Organizations 31
Broker/Dealers and Bank
Broker/Dealer Subsidiaries 32

INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed by
the Board of Trustees without shareholder approval.
ACCEPTABLE INVESTMENTS
When determining whether a securities presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or any
guarantor of either the security of any demand feature.
U.S. GOVERNMENT SECURITIES
The types of U.S. government securities in which the Trust may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by U.S.
government agencies or instrumentalities. These securities are backed by:
o the full faith and credit of the U.S. Treasury;
o the issuer's right to borrow from the U.S. Treasury;
o the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or
o the credit of the agency or instrumentality issuing the obligations.
BANK INSTRUMENTS
The instruments of banks and savings and loans whose deposits are insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"), such as certificates of deposit, demand and time deposits, savings

shares, and bankers' acceptances, are not necessarily guaranteed by those
organizations. In addition to domestic bank instruments, the Trust may invest
in: Eurodollar Certificates of Deposit issued by foreign branches of U.S. or
foreign banks; Eurodollar Time Deposits, which are U.S. dollar-denominated
deposits in foreign branches of U.S. or foreign banks; Canadian Time Deposits,
which are U.S. dollar-denominated deposits issued by branches of major
Canadian banks located in the United States; and Yankee Certificates of
Deposit, which are U.S. dollar-denominated certificates of deposit issued by
U.S. branches of foreign banks and held in the United States.
RATINGS
An NRSRO's highest rating category is determined without regard for sub-
categories and gradations. For example, securities rated A-1 or A-1+ by
Standard & Poor's Ratings Group ("S&P"), Prime-1 by Moody's Investors Service,
Inc. ("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch")
are all considered rated in the highest short-term rating category. The Trust
will follow applicable regulations in determining whether a security rated by
more than one NRSRO can be treated as being in the highest short-term rating
category; currently, such securities must be rated by two NRSROs in their
highest rating category. See "Regulatory Compliance."
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Trust. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust
sufficient to make payment for the securities to be purchased are segregated
on the Trust`s records at the trade date. These assets are marked to market
daily and are maintained until the transaction has been settled. As a matter
of operating policy, the Trust 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.
REPURCHASE AGREEMENTS
The Trust believes that under the regular procedures normally in effect for
custody of the Trust's portfolio securities subject to repurchase agreements,
a court of competent jurisdiction would rule in favor of the Trust and allow
retention or disposition of such securities. The Trust will only enter into
repurchase agreements with banks and other recognized financial institutions,
such as broker/dealers, which are deemed by the Trust's adviser to be
creditworthy pursuant to guidelines established by the Trustees.

CREDIT ENHANCEMENT
The Trust typically evaluates the credit quality and ratings of credit-
enhanced securities based upon the financial condition and ratings of the
party providing the credit enhancement (the "credit enhancer"), rather than
the issuer. Generally, the Trust will not treat credit-enhanced securities as
being issued by the credit enhancer for diversification purposes. However,
under certain circumstances applicable regulations may require the Trust to
treat securities as having been issued by both the issuer and the credit
enhancer.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Trust will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for clearance
of purchases and sales of securities.

ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Trust will not issue senior securities except that the Trust may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Trust will not borrow money, except as a temporary measure for
extraordinary or emergency purposes, and then (a) only in amounts not in
excess of 5% of the value of its total assets or (b) 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 (any such borrowings under this section will not be
collateralized).
PLEDGING ASSETS
The Trust will not pledge securities.
LENDING CASH OR SECURITIES
The Trust will not make loans to other persons; provided, however, that the
purchase or holding of money market instruments, to include repurchase
agreements and variable amount demand master notes, in accordance with the
Trust's investment objective and policies shall not constitute the making of a
loan.
INVESTING IN COMMODITIES
The Trust will not invest in commodities or commodity contracts.
INVESTING IN REAL ESTATE
The Trust will not invest in real estate, except that the Trust may purchase
money market instruments issued by companies, which invest in real estate or
interests therein.
UNDERWRITING
The Trust will not engage in underwriting of securities issued by others.

ACQUIRING SECURITIES
The Trust will not acquire voting securities except as part of a merger,
consolidation, reorganization, or acquisition of assets.
CONCENTRATION OF INVESTMENTS
The Trust will not invest 25% or more of the value of its total assets in any
one industry except that the Trust will invest 25% or more of the value of its
total assets in commercial paper issued by finance companies. The Trust may
invest 25% or more of the value of its total assets in cash, cash items, or
securities issued or guaranteed by the government of the United States or its
agencies, or instrumentalities and repurchase agreements collateralized by
such U.S. government securities.
DIVERSIFICATION OF INVESTMENTS
The Trust will not invest more than 5% of its assets in the securities of any
one issuer (except cash or cash items, repurchase agreements and securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities).
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Trust will not invest in securities issued by any other investment
company.
INVESTING FOR CONTROL
The Trust will not invest in securities of a company for the purpose of
exercising control or management.
The above limitations cannot be changed without shareholder approval.The
following investment limitations, however, may be changed by the Trustees
without shareholder approval.Shareholders will be notified before any material
change in these limitations becomes effective.

INVESTING IN RESTRICTED SECURITIES
The Trust will not invest more than 10% of its total assets in securities
subject to restrictions on resale under federal securities law, except for
restricted securities determined to be liquid under criteria established by
the Trustees.
INVESTING IN ILLIQUID SECURITIES
The Trust will not invest more than 10% of the value of its net assets in
illiquid securities.
INVESTING IN NEW ISSUERS
The Trust will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
The Trust will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .50 of 1% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Trust will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Trust will not purchase or sell interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase the
securities of issuers which invest in or sponsor such programs.
For purposes of the above limitations, the Trust considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings and loan having capital, surplus, and undivided profits in

excess of $100,000,000 at the time of investment to be "cash items." 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
limitation.
The Trust did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply
with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the Trust
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Trust will also determine the effective maturity of
its investments, as well as its ability to consider a security as having
received the requisite short-term ratings by NRSROs, according to Rule 2a-7.
The Trust may change these operational policies to reflect changes in the laws
and regulations without the approval of its shareholders.

FEDERATED MASTER TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Master Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
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, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Trust .

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital
of Pittsburgh; Director, Trustee, or Managing General Partner 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
Trustee
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, Trustee, or Managing General Partner of the Funds;
formerly, President, Naples Property Management, Inc.

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

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

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
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, Trustee, or Managing General Partner of the Funds.

Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.

Peter E. Madden
Seacliff

562 Bellevue Avenue
Newport, RI
Birthdate: March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner 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
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
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, Trustee, or Managing General Partner 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
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.

Glen R. Johnson
Federated Investors Tower

Pittsburgh, PA
Birthdate: May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative
Services.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
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 Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Executive Vice President of the
Funds; Director, Trustee, or Managing General Partner of some of the Funds.
Mr. Donahue is the son of John F. Donahue, Chairman and Trustee of the Trust.

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 Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; 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 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; Treasurer of some of the Funds.

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board of Trustees between
meetings of the Board.

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated

Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; 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; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund,
Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash Trust; Insurance
Management Series; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity Income
Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term Trust,
Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; The Virtus Funds; World Investment Series, Inc.
SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Trust`s outstanding
shares.

As of January 4, 1996, the following shareholders of record owned 5% or more
of the outstanding shares of the Trust: The Bank of the West, San Jose,
California owned approximately 38,831,023 shares (5.73%); Union Planters
National Bank, Memphis, Tennessee owned approximately 48,323,354 shares
(7.13%); and Saxon & Co., Philadelphia, Pennsylvania owned approximately
91,042,232 shares (13.43%).

TRUSTEES' COMPENSATION

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

John F. Donahue, $ 0 $ 0 for the Trust and
Chairman and Trustee 59 other investment companies in the Fund
Complex
Thomas G. Bigley++, $1,752 $86,331 for the Trust and
Trustee 54 other investment companies in the Fund Complex
John T. Conroy, Jr., $1,887 $115,760 for the Trust and
Trustee 54 other investment companies in the Fund Complex
William J. Copeland, $1,887 $115,760 for the Trust and
Trustee 54 other investment companies in the Fund Complex
James E. Dowd, $1,887 $115,760 for the Trust and
Trustee 54 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D., $1,752 $104,898 for the Trust and
Trustee 54 other investment companies in the Fund Complex
Edward L. Flaherty, Jr., $1,887 $115,760 for the Trust and
Trustee 54 other investment companies in the Fund Complex
Peter E. Madden, $1,752 $104,898 for Trust and
Trustee 54 other investment companies in the Fund Complex
Gregor F. Meyer, $1,752 $104,898 for the Trust and
Trustee 54 other investment companies in the Fund Complex
John E. Murray, Jr., $1,752 $104,898 for the Trust and
Trustee 54 other investment companies in the Fund Complex

Wesley W. Posvar,$1,752 $104,898 for the Trust and
Trustee 54 other investment companies in the Fund Complex

Marjorie P. Smuts, $1,752 $104,898 for the Trust and
Trustee 54 other investment companies in the Fund Complex

*Information is furnished for the fiscal year ended November 30, 1995.
+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.
TRUSTEE LIABILITY
The Declaration of Trust provides that the Trustees 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

INVESTMENT ADVISER
The Trust's investment adviser is Federated Research. It is a subsidiary of
Federated Investors. All the voting securities 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 Trust 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 Trust.
ADVISORY FEES
For its advisory services, Federated Research receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended
November 30, 1995, 1994, and 1993, the adviser earned $3,287,528, $3,257,773,
and $4,206,902, respectively, of which $1,005,315, $936,782, and $483,000,
respectively, were waived.
STATE EXPENSE LIMITATIONS
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Trust'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
Trust for its expenses over the limitation.
If the Trust'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 fees.
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 Trustees. The adviser may
select brokers and dealers who offer brokerage and research services. These
services may be furnished directly to the Trust 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 Trust 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.
Although investment decisions for the Trust are made independently from those
of the other accounts managed by the adviser, investments of the type the
Trust may make may also be made by those other accounts. When the Trust 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 Trust or the size of the position obtained
or disposed of by the Trust. In other cases, however, it is believed that
coordination and the ability to participate in volume transactions will be to
the benefit of the Trust.

OTHER SERVICES

TRUST ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee as
described in the prospectus. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the

Trust's Administrator. (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators".) For the fiscal years ended November 30, 1995, Federated
Administrative Services earned $622,165. For the fiscal year ended November
30, 1994, the Administrators earned $601,523. For the fiscal year ended
November 30, 1993, Federated Administrative Services, Inc. earned
$592,362. Dr. Henry J. Gailliot, an officer of Federated Research, the adviser
to the Trust, holds approximately 20% of the outstanding common stock and
serves as a director of Commercial Data Services, Inc., a company which
provides computer processing services to Federated Administrative Services.
CUSTODIAN AND PORTFOLIO RECORDKEEPER
State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Trust. It also provides certain accounting and
recordkeeping services with respect to the Trust's portfolio investments.
TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records. For its services, the transfer agent receives a fee based
on the number of shareholder accounts.
INDEPENDENT AUDITORS
The independent auditors for the Trust are Deloitte & Touche LLP, Pittsburgh,
PA.
SHAREHOLDER SERVICES AGREEMENT

This arrangement permits the payment of fees to Federated Shareholder Services
and financial institutions to cause services to be provided which are
necessary for the maintenance of shareholder accounts and to encourage

personal services 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: 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 Shareholder
Services Agreement, the Trustees expect that the Trust will benefit by:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts. For the fiscal
year ended November 30, 1995, payments in the amount of $2,054,705 were made
pursuant to the Shareholder Services Agreement, of which $1,643,764 was
waived.
DETERMINING NET ASSET VALUE

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of
the Trust computed by dividing the annualized daily income on the Trust's

portfolio by the net asset value computed as above may tend to be higher than
a similar computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the opposite may be
true.
The Trust's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed
for purposes of distribution and redemption, at $1.00 per share, taking into
account current market conditions and the Trust's investment objective. The
procedures include monitoring the relationship between the amortized cost
value per share and the net asset value per share based upon available
indications of market value. The Trustees will decide what, if any, steps
should be taken if there is a difference of more than 0.5 of 1% between the
two values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results arising from
differences between the two methods of determining net asset value.
REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Trust's net asset value, whichever is less, for any one shareholder within
a 90-day period. Any redemption beyond this amount will also be in cash
unless the Trustees determine that further payments should be in kind. In
such cases, the Trust will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Trust

determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable. Redemption in kind is not
as liquid as a cash redemption. If redemption is made in kind, shareholders
who sell these securities could receive less than the redemption value and
could incur certain transaction costs.
MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations
of the Trust. These documents require notice of this disclaimer to be given in
each agreement, obligation, or instrument the Trust or its Trustees enter into
or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act
or obligation of the Trust. Therefore, financial loss resulting from liability
as a shareholder will occur only if the Trust itself cannot meet its
obligations to indemnify shareholders and pay judgments against them.
THE TRUST'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Trust must, among other requirements: derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain

statutory limits; and distribute to its shareholders at least 90% of its net
income earned during the year.
PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers charge
fees in connection with services provided in conjunction with an investment in
shares of the Trust, the performance will be reduced for those shareholders
paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding
capital changes but including the value of any additional shares purchased
with dividends earned from the original one share and all dividends declared
on the original and any purchased shares; dividing the net change in the
account's value by the value of the account at the beginning of the base
period to determine the base period return; and multiplying the base period
return by 365/7.
The Trust's yield for the seven-day period ended November 30, 1995, was 5.39%.
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.

The Trust's effective yield for the seven-day period ended November 30, 1995,
was 5.54%.
TOTAL RETURN
Average annual total return 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, adjusted over the period by any
additional shares, assuming the monthly reinvestment of all dividends and
distributions.
The Trust's average annual total returns for the one- five- and ten- year
periods ended November 30, 1995 were 5.73%, 4.47% and 6.01%, respectively.
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust'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 Trust uses in
advertising may include:
O LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories
based on total return, which assumes the reinvestment of all income
dividends and capital gains distributions, if any.

o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money market
funds weekly. Donoghue's Money Market Insight publication reports monthly
and 12-month-to-date investment results for the same money funds.
o MONEY, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.
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.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.

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. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.

*Source: Investment Company Institute

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A.)
(b) Exhibits:
(1) Conformed Copy of the Declaration of Trust of the
Registrant as amended;+
(2) Copy of the By-Laws of the Registrant through and
including Amendment No. 2;+
(3) Not applicable;

Cusip 314214107
8010411B (1/96)

(4) Copy of Specimen Certificate of Shares of Beneficial
Interest of the Registrant;+
(5) Conformed Copy of the Investment Advisory Contract
(1);
(6) (i)..........Conformed Copy of Distributor's
Contract (2);
(ii) The Registrant incorporated the conformed
copy of the specimen Mutual Funds Sales and
Service Agreement; Mutual Funds Service
Agreement; and Plan Trustee/Mutual Funds Service
Agreement from Item 24(b)(6) of the Cash Trust
Series II Registration Statement filed with the
Commission on July 24, 1995. (File Number 33-
38550 and 811-6269);
(7) Not applicable;
(8) Conformed Copy of Custodian Contract (3);
(9) (i)..........Conformed Copy of Agreement for Fund
Accounting, ...Shareholder Recordkeeping, and Custody
Services ......Procurement (3);
(ii) Conformed Copy of Shareholder Services
Agreement (3);
(iii) The response and exhibits described in Item
24(b)(6) are hereby incorporated by reference;
(iv) Conformed Copy of Administrative Services
Agreement (3);
(10) Conformed Copy of Opinion and Consent of Counsel as to
legality of shares being registered (3);

(11) Conformed Copy of Consent of Independent Accountants;+
(12) Not applicable;
(13) Not applicable;
(14) Not applicable;
(15) Not applicable;
(16) Copy of Schedule for Computation of Trust Performance
Data (2);
(17) Copy of Financial Data Schedules;+
(18) Not applicable;
(19) Conformed Copy of Power of Attorney;+.

+ All exhibits filed electronically.

1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed November 21, 1989. (File Nos. 2-
60111 and 811-2784)
2. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed January 24, 1991. (File Nos. 2-
60111 and 811-2784)
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 37 on Form N-1A filed January 23, 1995. (File Nos. 2-
60111 and 811-2784)

Item 25. Persons Controlled by or Under Common Control with Registrant:

None

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of January 4, 1996

Shares of Beneficial Interest 6,612
(no par value)

Item 27. Indemnification: (1.)

Item 28. Business and Other Connections of Investment Adviser:

(a)For a description of the other business of the investment
adviser, see the section entitled "Trust Information -
Management of the Trust" in Part A. The affiliations with
the Registrant of 3 of the Trustees and 1 of the Officers of
the investment adviser are included in Part B of this
Registration Statement under "Federated Master Trust
Management." The remaining Trustee of the investment
adviser, his position with the investment adviser, and, in
parentheses, his principal occupation is: Mark D. Olson,
Partner, Wilson, Halbrook & Bayard, 107 W. Market Street,
Georgetown, Delaware 19947.

The remaining Officers of the investment adviser are:
William D. Dawson, J. Thomas Madden, Henry A. Frantzen, and

Mark L. Mallon, Executive Vice Presidents; Henry J.
Gailliot, Senior Vice President-Economist; Peter R.
Anderson, Drew J. Collins, Jonathan C. Conley, and J. Alan
Minteer, Senior Vice Presidents; J. Scott Albrecht, Joseph
M. Balestrino, Randall A. Bauer, David A Briggs, Kenneth J.
Cody, Deborah A. Cunningham, Michael P. Donnelly, Linda A.
Duessel, Mark E. Durbiano, Kathleen M. Foody-Malus, Thomas
M. Franks, Timothy E. Keefe, Stephen A. Keen, Mark S.
Kopinski, Jeff A. Kozemchak, Marian R. Marinack, Susan M.
Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L.
Plautz, Jr., Charles A. Ritter, James D. Roberge, Frank
Semack, William F. Stotz, Sandra L. Weber, and Christopher
H. Wiles, Vice Presidents; Thomas R. Donahue, Treasurer; and
Stephen A. Keen, Secretary. The business address of each of
the Officers of the investment adviser is Federated
Investors Tower, Pittsburgh, PA 15222-3779. These
individuals are also officers of a majority of the
investment advisers to the Funds listed in Part B of this
Registration Statement.

1. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed November 21, 1989. (File Nos. 2-
60111 and 811-2784)

Item 29. Principal Underwriters:

(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds;
Automated Government Money Trust; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; Blanchard Funds;
Blanchard Precious Metals Fund, Inc.; Cash Trust Series,
Inc.; Cash Trust Series II; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated ARMs Fund;
Federated Equity Funds; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated
High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated
Municipal Trust; Federated Short-Term Municipal Trust;
Federated Short-Term U.S. Government Trust; 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;First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.

Government Securities, Inc.; Government Income Securities,
Inc.; High Yield Cash Trust; Independence One Mutual Funds;
Insurance Management Series; Intermediate Municipal Trust;
International Series Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust; Money
Market Trust; The Monitor Funds; Municipal Securities Income
Trust; Newpoint Funds; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; SouthTrust Vulcan
Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Targeted Duration Trust; Tax-
Free Instruments Trust; Tower Mutual Funds; Trust for
Financial Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; Vision Group of
Funds, Inc.; and World Investment Series, Inc.

Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment company:
Liberty Term Trust, Inc.- 1999.
(b)

(1) (2) (3)

Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With
Registrant

Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary, and Asst.
Treasurer, Federated
Securities Corp.

Edward C. Gonzales Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated, President
Pittsburgh, PA 15222-3779 Securities Corp.

John W. McGonigle Director, Federated Executive Vice
Federated Investors Tower Securities Corp. President and
Pittsburgh, PA 15222-3779 Secretary

John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.

Pittsburgh, PA 15222-3779

Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton Senior Vice President, --

Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen Vice President, --

Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joeseph Kenedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Steven A. La Versa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.

Pittsburgh, PA 15222-3779

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue Asstistant Secretary, --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor Assistant Secretary, Treasurer
Federated Investors Tower Federated Securities Corp.

Pittsburgh, PA 15222-3779

(c)Not applicable.

Item 30. Location of Accounts and Records:

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Services Company P.O. Box 8600
("Transfer Agent and Dividend Boston, MA 02266-8600
Disbursing Agent")

Federated Adminstrative ServicesFederated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779

Federated Research Federated Investors Tower
("Adviser") Pittsburgh, PA 15222-3779

State Street Bank and Trust Company P.O. Box 8600
("Custodian") Boston, MA 02266-8600

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MASTER TRUST,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the

Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 23rd day of January, 1996.

FEDERATED MASTER TRUST

BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
January 23, 1996

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

NAME TITLE DATE

By:/s/ J. Crilley Kelly
J. Crilley Kelly Attorney In Fact January 23, 1996
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

John F. Donahue* Chairman and Trustee
(Chief Executive Officer)

Glen R. Johnson* President

David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)

Thomas G. Bigley* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

Gregor F. Meyer* Trustee

John E. Murray, Jr.* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg SK

INDEPENDENT AUDITORS' CONSENT

To the Board of Trustees of
Federated Master Trust:

We consent to the use in Post-Effective Amendment No. 39 to Registration
Statement (No. 2-60111) of Federated Master Trust of our report dated January
12, 1996, appearing in the Prospectus, which are a part of such Registration
Statement, and to the reference to us under the heading "Financial Highlights"
in such Prospectus.

By:/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania

Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
FEDERATED MASTER TRUST

DECLARATION OF TRUST

Page

Article I Name and Definitions ........................ 1

1. Name ..................................... 1
2. Definitions -
(a)Affiliated Person, Assignment, Commission,
Interested Person, Majority Shareholder Vote,
Principal Underwriter ................ 1
(b)Trust ................................. 1
(c)Accumulated Net Income ................ 1
(d)Shareholder ........................... 1
(e)Trustees ............................. 2
(f)Shares ................................ 2
(g)1940 Act ............................. 2

Article II Purpose of Trust ........................ 2

Article III Beneficial Interest ..................... 2

1. Shares of Beneficial Interest ........... 2
2. Ownership of Shares ..................... 2
3. Investment in the Trust .................. 3
4. No Pre-emptive Rights ................... 3

Article IV The Trustees ............................ 3
1. Management of the Trust ................. 3
2. Election of Trustees at 1978 Meeting of
Shareholders ............................ 3
3. Term of Office of Trustees .............. 3
4. Termination of Service and
Appointment of Trustees .................. 4
5. Temporary Absence of Trustee ............ 4
6. Number of Trustees ...................... 5
7. Effect of Death, Resignation, Etc.
of a Trustee ............................. 5
8. Ownership of the Trust .................. 5

Article V Powers of the Trustees ...................... 5

1. Powers .................................. 5
2. Principal Transactions .................. 9
3. Trustees and Officers as Shareholders ... 9
4. Parties to Contract ..................... 9

Article VI Trustees' Expenses and Compensation ...... 10

1. Trustee Reimbursement ................... 10
2. Trustee Compensation .................... 11

Article VII Investment Adviser, Administrative Services, Principal

Underwriter and Transfer Agent .............. 11
1. Investment Adviser ...................... 11
2. Administrative Services ................. 12
3. Principal Underwriter ................... 12
4. Transfer Agent .......................... 13
5. Provisions and Amendments ............... 13

Article VIII Shareholders' Voting Powers and Meetings 13

1. Voting Powers ........................... 13
2. Meetings ................................ 14
3. Quorum and Required Vote ................ 14
4. Additional Provisions ................... 14

Article IX Custodian ............................... 15

1. Appointment of Duties ................... 15
2. Central Certificate System .............. 16

Article X Distribution and Redemptions ................ 16

1. Distributions ........................... 16
2. Redemptions and Repurchases ............. 17
3. Determination of Accumulated Net Income . 18
4. Net Asset Value of Shares ............... 19
5. Suspension of the Right of Redemptions .. 20
6. Trust's Right to Redeem Shares .......... 21

Article XI Limitation of Liability and Indemnification 21

1. Limitation of Personal Liability and
Indemnification of Shareholders ......... 21
2. Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ..................... 22
3. Express Exculpatory Clauses and Instruments 23
4. Indemnification of trustees, Officers,
Employees and Agents .................... 23

Article XII Miscellaneous ........................... 24
1. Trust is not a Partnership .............. 24
2. Trustee's Good Faith Action, Expert Advice No
Bond or Surety ........................... 24
3. Establishment of Record Dates ........... 25
4. Termination of the Trust ................ 25
5. Officers of the Trust, Filing of Copies,
References, Headings .................... 26
6. Applicable Law .......................... 27
7. Amendments .............................. 27

FEDERATED MASTER TRUST
DECLARATION OF TRUST
Dated October 10, 1977

DECLARATION OF TRUST made October 10, 1977, by John F. Donahue, Richard B.
Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J.
Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees desire to establish a trust fund for the investment
and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed tot he trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.

ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "Federated Master
Trust."
Section 2. Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third section of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940, as amended from
time to time;
(b) The "Trust" refers to Federated Master Trust;
(c) "Accumulated Net Income" means the accumulated net income of the
Trust determined in the manner provided or authorized in Article X, Section
3;
(d) "Shareholder" means a record owner of Shares of the Trust;
(e) The "Trustees" refers to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(f) "Shares" means the equal proportionate united of interest into
which the beneficial interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II
PURPOSE OF THE TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investment primarily in securities.

ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into transferable Shares,
without par value, each of which shall represent an equal proportionate interest
in the Trust with each other Share outstanding, none having priority or
preference over another. The number of Shares which may be issued is unlimited.
The Trustees may from time to time divide or combine the outstanding Shares into
a greater or lesser number without thereby changing the proportionate beneficial
interest in the Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as , whole Shares and/or fractions. Section 2.
Ownership of Shares. The ownership of Shares shall be recorded in
the books of the Trust or a transfer agent. The Trustees may make such rules as
they consider appropriate for the transfer of shares and similar matters. The
record books of the Trust or any transfer agent, as the case may, shall be
conclusive as to who are the holders of Shares and as to the number of Shares
held from time to time by each.
Section 3. Investment in the Trust. The Trustees shall
accept investments in the Trust from such persons and on such terms as they may
from time to time authorize. After the date of the initial contribution of
capital (which shall occur prior to the initial public offering of Shares of the
Trust), the number of Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust. Subsequent to such
initial contribution of capital, Shares (including Shares which may have been
redeemed or repurchased by the Trust) may be issued or sold at a price which
will net the Trust, before paying any taxes in connection with such issue or
sale, not less than the net asset value (as defined in Article X, Section 4)
thereof; provided, however, that the Trustees may in their discretion impose a
sales charge upon investments in the Trust..
Section 4. No Pre-emptive Rights. Shareholders shall
have no pre-emptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or the Trustees.

ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
and desirable to carry out that responsibility. The Trustees who shall serve
until the elections of Trustees at the 1978 Meeting of Shareholders shall be
John F. Donahue, Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar,
Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor F. Meyer, and
Edward L. Flaherty, Jr.
Section 2. Election of Trustees at 1978 Meeting of Shareholders. In
the year 1978, on a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares of the Trust, the Shareholders shall elect
Trustees. The number of Trustees shall be determined by the Trustees pursuant
to Article IV, Section 6.
Section 3. Term of Office of Trustees. The Trustees
shall hold office during the lifetime of this trust, and until its termination
as hereinafter provided; except (a) that any Trustee may resign his trust by
written interment signed by him and delivered to the other Trustees, which shall
take effect upon such delivery or upon such later date as is specified therein;
(b) that any Trustee may be removed at any time by written instrument signed by
at least two-thirds of the number of Trustees prior to such removal, specifying
the date when such removal shall become effective; (c) that any Trustee who
requests in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a trustee may be
removed at any special meeting of Shareholders of the Trust by a vote of two-
thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of
Trustees. In case of the death, resignation, retirement, removal or mental or
physical capacity of any of the Trustees, or in case a vacancy shall, by reason
of an increase in number, or for any other reason, exist, the remaining Trustees
shall fill such vacancy by appointing such other person as they in their
discretion shall see fit. Such appointment shall be effected by the signing of
a written instrument by a majority of the Trustees in office. Within three
months of such appointment, the Trustees shall cause notice of such appointment
to be mailed to each Shareholder at his address as recorded on the books of the
Trust. An appointment of a Trustee may be made by the trustees then in office
and notice thereof mailed Shareholder as aforesaid in anticipation of a vacancy
to occur by reason of retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement, resignation or increase
in number of Trustees. As soon as any Trustee so appointed shall have accepted
this Trust, the trust estate shall vest in the new Trustee or Trustees, together
with the continuing trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. Any appointment authorized by this Section
4 is subject to the provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee
may, by power of attorney, delegate his power for a period not exceeding six
months at any one time to any other Trustee or Trustees, provided that in no
case shall less than two of the Trustees personally exercise the other powers
hereunder except as herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees,
not less than three (3) nor more than twenty (20) serving hereunder at any time
shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy
is filled or while any Trustee is absent from the Commonwealth of Massachusetts
or, if not a domicilliary of Massachusetts, is absent from his state of
domicile, or is physically or mentally incapacitated, the other Trustees shall
have all the powers hereunder and the certificate signed by a majority of the
other Trustees of such vacancy, absence or incapacity, shall be conclusive,
provided, however, that no vacancy which reduces the number of Trustees below
three (3) shall remain unfilled for a period longer than six calendar months.
Section 7. Effect of Death, Resignation, etc. of a
Trustee. The death, resignation, retirement, removal, or mental or physical
incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
Section 8. Ownership of the Trust. The assets of the
Trust shall be held separate and apart from any assets now or hereafter held in
any capacity other than as Trustee hereunder by the Trustees or any successor
Trustee. All of the assets of the Trust shall at all times be considered as
vested in the trustees. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or any right of partition or
possession thereof, but each Shareholder shall have a proportionate undivided
beneficial interest in the Trust.

ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts and to make
and execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust. The
Trustees shall not be bound or limited by present or future laws or customs in
regard to trust investments, but shall have full authority and power to make any
and all investments which they, in their uncontrolled discretion, shall deem
proper to accomplish the purpose of this Trust. Without limiting the foregoing,
the Trustees shall have the following specific powers and authority, subject to
any applicable limitation in this Declaration of Trust or in the By-Laws of the
Trust.
(a) To buy, and invest funds in their hands in, securities including,
but not limited to, common stocks, preferred stocks, bonds, debentures,
warrants and rights to purchase securities, certificates of beneficial
interest, money market instruments, notes or other evidences of
indebtedness issued by corporations, trusts or associations, domestic or
foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State of the United States, or by any political subdivision
or agency or instrumentality of any State or foreign country, or in "when-
issued" or "delayed-delivery" contracts for any such securities, or in any
repurchase agreement (agreements under which the seller agrees at the time
of sale to repurchase the security at an agreed time and price), or retain
Trust assets in cash, and from time to time change the investments of the
assets of the Trust;
(b) To adopt By-Laws not inconsistent with the Declaration of Trust
providing for the conduct of the business of the Trust and tom amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;
(c) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets of the Trust subject to any conditions set forth in
this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, Shareholder
servicing agents, investment advisers, subinvestment advisers, principal
underwriters, administrative services agents, and such other agents as the
Trustees may from time to time appoint or otherwise engage;
(f) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for or
by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a
committee or committees compassed of Trustees, including without limitation
an Executive Committee, or to any officers of the Trust and to any agent,
custodian or underwriter;
(i) To sell or exchange any or all of the assets of the Trust, subject
to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form or either
in its own name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the usual practice
of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or concern, and to pay
calls or subscriptions with respect to any security held in the Trust;
(n) To engage in and to prosecute, compound, compromise, abandon, or
adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to the Trust, and out of the
assets of the Trust to pay, or to satisfy, any debts, claims or expenses
incurred in connection therewith, including those of litigation, upon any
evidence that the Trustees may deem sufficient (such powers shall include
without limitation any actions, suits, proceedings, disputes, claims,
demands and things relating to the Trust wherein any of the Trustees may be
named individually and the subject matter of which arises by reason of
business for or on behalf or the Trust);
(o) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for;
(p) To borrow money but only as a temporary measure for extraordinary
or emergency purposes and then (a) only in amounts not in excess of 5% of
the value of its total assets or (b) in any 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.
The Trustee shall not pledge, mortgage or hypothecate the assets of the
Trust.
(q) From time to time to issue and sell the Shares of the Trust either
for cash or for property whenever and in such amounts as the Trustee may
deem desirable,, but subject to the limitation set forth in Section 3 of
Article III.
(r) To purchase insurance of any kind, including, without limitation,
insurance on behalf of any person who is or was a Trustee, Officer,
employee or agent of the Trust, or is or was serving at the request of the
Trust as a Trustee, Director, Officer, agent or employee of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees shall be under any obligation
to make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 2. Principal Transactions. The Trustees shall not on behalf of the
Trust buy any securities (other than Shares of the Trust) from or sell any
securities (other than Shares of the Trust) to, or lend any assets of the Trust
to, any Trustee or officer or employee of the Trust or any firm of which any
such Trustee or officer is a member acting as principal unless permitted by the
1940 Act, but the Trust may employ any such other party or any such person or
firm or company in which any such person is an interested person in any
capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders. Any Trustee, officer or other
agent of the Trust may acquire, own and dispose of shares of the Trust to the
same extent as if he were not a Trustee, officer or agent; and the Trustees may
issue and sell or cause to be issued or sold Shares of the Trust to and buy
such Shares from and such person or any firm or company in which he is an
interested person subject only to the general limitations herein contained as
to the sale and purchase of such Shares; and all subject to any restrictions
which may be contained in the By-Laws.
Section 4. Parties to Contract. The Trustee may enter into any contract of
the character described in Section 1, 2, 3, or 4 of Article VII or in Article
IX hereof or any other capacity not prohibited by the 1940 Act with any
corporation, firm, trust, or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the Trust or their
affiliates may be an officer, director, Trustee, shareholder or interested
person of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely
by reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other party to
contracts entered into pursuant to Sections 1, 2, 3, and 4 of Article VII or
Article IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise and interested person of
persons who are parties to any or all of the contracts mentioned in this
Section.

ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from the
Trust estate for all of their expenses and disbursements, including, without
limitation, expenses of organizing the Trust and continuing its existence;
fees and expenses of Trustees and Officers of the Trust; fees for investment
advisory services, administrative services and principal underwriting services
provided for in Article VII, Sections 1, 2, and 3; fees and expenses of
preparing and printing its Registration Statements under the Securities Act of
1933 and the Investment Company Act of 1940 and any amendments thereto;
expenses of registering and qualifying the Trust and its shares under federal
and state law and regulations; expenses of preparing, printing and distributing
prospectuses and any amendments thereof sent to shareholders, underwriters,
broker-dealers and to investors who may be considering the purchase of shares;
expenses of registering, licensing or other authorization of the Trust as a
broker-dealer and of its Officers as agents and salesmen under federal and
state laws and regulations; interest expense, taxes, fees and commissions of
every kind; expenses of issue (including cost of stock certificates),
repurchase and redemption of shares, including expenses attributable to a
program of periodic issue; charges and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents and registrars;
printing and mailing costs; auditing, accounting and legal expenses; reports to
shareholders and governmental officers and commissions; expenses of meetings of
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues and nonrecurring items as may arise, including all losses and
liabilities by them incurred in administering the Trust, including expenses
incurred in connection with litigation, proceedings and claims and the
obligations of the Trust under Article XI, hereof to indemnify its Trustees,
Officers, employees, shareholders and agents, and for the payment of such
expenses, disbursements, losses and liabilities, the Trustees shall have a lien
on the Trust estate prior to any rights or interests of the Shareholders
thereto. This section shall not preclude the Trust from directly paying any of
the aforementioned fees and expenses.
Section 2. Trustee Compensation. The Trustees shall be entitled to
compensation from the Trust for their respective services as Trustees, to be
determined from time to time by vote of the Trustees, and the Trustees shall
also determine the compensation of all officers, consultants and agents whom
they may elect or appoint. The Trust may pay any Trustee or any corporation,
firm, trust or association of which a Trust is and interested person for
services rendered to the Trust in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as a Trustee
under the first sentence of this Section 2 of Article VI.

ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT

Section 1. Investment Adviser. Subject to a Majority Shareholder vote,
the Trustees may in their discretion from time to time enter into an investment
advisory contract whereby the other party to such contract shall undertake to
furnish the Trustees investment advisory services upon such terms and
conditions and for such compensation as the Trustees may in their discretion
determine. Subject to a Majority Shareholder vote, the investment adviser may
enter into a sub-advisory contract to receive investment advice, statistical
and factual information from the sub-investment adviser upon such terns and
conditions and for such compensation as the Trustees may in their discretion
agree to. Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser or sub-investment adviser or any
person furnishing administrative personnel and services as set forth in Article
VII, Section 2 (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales or exchanges
of portfolio securities of the Trust on behalf of the Trustees or may authorize
any officer or Trustee to effect such purchases, sales, or exchanges pursuant
to recommendations of the investment adviser (and all without further action by
the Trustees). Any such purchases, sales and exchanges shall be deemed to have
been authorized by the Trustees. The Trustees may also authorize the
investment adviser to determine what firms shall be employed to effect
transactions in securities for the account of the Trust and to determine what
firms shall participate in any such transactions or shall share in commissions
or fees charged in connection with such transactions.
Section 2. Administrative Services. The Trustees may in their discretion
from time to time contract for administrative personnel and services whereby
the other party shall agree to provide the Trustees administrative personnel
and services to operate the Trust on a daily basis, on such terms and
conditions as the Trustees may in their discretion determine. Such services
may be provided by one or more entities.
Section 3. Principal Underwriter. The Trustees may in their discretion
from time to time enter into an exclusive or nonexclusive contract or contracts
providing for the sale of the Shares of the Trust to net the Trust not less
than the amount provided in Article III, Section 3 hereof, whereby the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such shares. In either case, the
contract shall be on such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Article VII;
and such contract may also provide for the repurchase or sale of Shares of the
trust by such other party as principal or as agent of the Trust and may provide
that the other party may maintain a market for shares of the Trust.
Section 4. Transfer Agent. The Trustees may in their discretion from time
to time enter into transfer agency and shareholder services contracts whereby
the other party shall undertake to furnish the Trustees transfer agency and
shareholder services. The contract shall be on such terms and conditions as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. Such services may
be provided by one or more entities.
Section 5. Provisions and Amendments. Any Contract entered into pursuant to
Sections 1 or 3 of this Article VII shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act (including any amendments thereof or
other applicable Act of Congress hereafter enacted) with respect to its
continuance in effect, its termination, and the method of authorization and
approval of such contract or renewal thereof.

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.The Shareholders shall have power to vote (i) for
the election of Trustees as provided in Article IV, Section 2; (ii) for the
removal of Trustees as provided in Article IV, Section 3(d); (iii) with respect
to any investment adviser or sub-investment adviser as provided in Article VII,
Section 1; (iv) with respect to the amendment of this Declaration of Trust as
provided in Article XII, Section 7; (v) to the same extent as the shareholders
of a Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders; and (vi) with respect to
such additional matters relating to the Trust as may be required by law, by
this Declaration of Trust, or the By-Laws of the Trust or any regulation of the
Trust with the Commission or any State, or as the Trustees may consider
desirable. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote, and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voting in person or by proxy. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required or permitted by law, this Declaration of Trust or any
By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. A 1978 Shareholders meeting shall be held as
specified in Section 2 of Article IV at the principal office of the Trust or
such other place as the Trustees may designate. Special meetings of the
Shareholders may be called by the Trustees or the Chief Executive Officers of
the Trust and shall be called by the Trustees upon the written request of
Shareholders owning at least one-tenth of the outstanding Shares entitled to
vote. Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
Section 3. Quorum and Required Vote.Except as otherwise provided by law, to
constitute a quorum for the transaction of any business at any meeting of
Shareholders there must be present, in person or by proxy, holders of one-
fourth of the total number of Shares of the Trust then outstanding and entitled
to vote at such meeting. If a quorum, as above defined, shall not be present
for the purpose of any vote that may properly come before the meeting, the
Shareholders present in person or by proxy and entitled to vote at such meeting
on such matter holding a majority of the Shares present entitled to vote on
such matter may by vote adjourn the meeting from time to time to be held at the
same place without further notice than by announcement to be given at the
meeting until a quorum, as above defined, entitled to vote on such matter shall
be present, whereupon any such matter may be voted upon at the meeting as
though held when originally convened. Subject to any applicable requirement of
law or of this Declaration of Trust or the By-Laws, a plurality of the votes
cast shall elect a Trustee and all other matters shall be decided by a majority
of the votes cast entitled to vote thereon.
Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters..

ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties. The Trustees shall appoint or otherwise
engage a bank or trust company having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) as custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust and deliver
the same upon written order;
(2) To receive and receipt for any moneys due to the Trust deposit
the same in its own banking department or elsewhere as the Trustees may
direct; and
(3) To disburse such funds upon orders or vouchers;
and may also employ such custodian as the agent of the Trust:
(4) To keep the books and accounts of the Trust and furnish clerical
and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust and the net asset value of the Shares
in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
The Trustees may also authorize the custodian to employ one or more sub-
custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having an
aggregate capital, surplus and undivided profits (as shown in its last published
report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940 Act
as from time to time amended, pursuant to which system all securities of any
particular class or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities, provided that all such deposits shall be
subject to withdrawal only upon the order of the custodian at the director of
the Trustee.

ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a). The Trustees may from time to time declare and pay dividends, and the
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income of the Trust (as
defined in Section 3 of this Article X) is determined and is positive, declare
such Accumulated Net Income as a dividend to Shareholders of record at such time
as the Trustees shall designate, payable in additional full and fractional
Shares or in cash.
(c) The Trustees may distribute in respect of any fiscal year as ordinary
dividends and as capital gains distributions, respectively, amounts sufficient
to enable the Trust as a regulated investment company to avoid any liability for
federal income taxes in respect of that year.
(d) The decision of the Trustees as to what, in accordance with good
fiscal accounting practice, is income and what is principal shall be final, and
except as specifically provided herein the decision of the Trustees as to what
expenses and charges of the Trust shall be charged against principal and what
against the income shall be final. Any income not distributed in any year may
be permitted to accumulate and as long as not distributed may be invested from
time to time in the same manner as the principal funds of the Trust.
(e) The Trustees shall have power, to the fullest extent permitted by the
laws of Massachusetts, at any time, or from time to time, to declare and cause
to be paid dividends, which dividends, at the election of the Trustees, may be
accrued, automatically reinvested in additional Shares (or fractions thereof) of
the Trust or paid in cash or additional Shares, all upon such terms and
conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute a "stock dividend."
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any time desires to
dispose of Shares recorded in his name, he may deposit a written request (or
such other form of request as the Trustees may from time to time authorize)
requesting that the Trust purchase his Shares, together with such other
instruments or authorizations to effect the transfer as the Trustees may from
time to time require, at the office of the Custodian, and the Trust shall
purchase his said Shares, but only at the net asset value of such Shares (as
defined in Section 4 of this Article X) determined by or on behalf of the
Trustees next after said deposit.
Payment for such shares shall be made by the Trust to the Shareholder of
record within seven (7) days after the date upon which the request (and, if
required such other instruments or authorizations of transfer) is deposited,
subject to the right of the Trustees to postpone the data of payment pursuant to
Section 5 of this Article X. If the redemption is postponed beyond the date on
which it would normally occur by reason of a declaration by the Trustees
suspending the right of redemption pursuant to Section 5 of this Article X, the
right of the Shareholder to have his Shares purchased by the Trust shall be
similarly suspended, and he may withdraw his request (or such other instruments
or authorizations of transfer) from deposit if he so elects; or, if he does not
so elect, the purchase price shall be the net asset value of his Shares,
determined next after termination of such suspension and payment therefor shall
be made within seven (7) days thereafter.
(b) The Trust may purchase Shares of the Trust by agreement with the owner
thereof (1) at a price not exceeding the net asset value per Share determined
next after the purchase or contract of purchase is made or (2) at a price not
exceeding the net asset value per Share determined at some later time.
(c) Shares purchased by the Trust either pursuant to paragraph (a) or
paragraph (b) of this Section 2 shall be deemed treasury Shares and may be
resold by the Trust.
(d) If the Trustees determine that economic conditions would make it
seriously detrimental to the best interest of the remaining Shareholders of the
Trust to make payment wholly partly in cash, the Trust may pay the redemption
price in who or in part by a distribution in kind of securities from the
portfolio of the Trust, in lieu of cash in conformity with applicable rules of
the Securities and Exchange Commission, taking such securities at the same value
employed in determining net asset value, and selecting the securities in such
manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income. The Accumulated
Net Income of the Trust shall be determined by or on behalf of the Trustees
daily or more frequently at the discretion of the Trustees, on each business day
(which term shall, whenever it appears in this Declaration of Trust, be deemed
to mean each day when the New York Stock Exchange is open for trading) at such
time or times as the Trustees shall in their discretion determine. Such
determination shall be made in accordance with generally accepted accounting
principles and practices and may include realized and/or unrealized gains from
the sale or other disposition of securities or other property of the Trust. The
power and duty to determine Accumulated Net Income may be delegated by the
Trustees from time to time to one or more of the Trustees or officers of the
Trust, to the other party to any contract entered into pursuant to Section 1 or
2 Article VII, or to the custodian or to a transfer agent.
Section 4. Net Asset Value of Shares. The net asset value of each
share of the Trust outstanding shall be determined at least once on each
business day by or on behalf of the Trustees. The power and duty to determine
net asset value may be delegated by the Trustees from time to time to one or
more of the Trustees or Officers of the Trust, to the other party to any
contract entered into pursuant to Section 1 or 2 of Article VII or to the
custodian or to a transfer agent.
The net asset value of each Share of the Trust as of any particular time
shall be the quotient (adjusted to the nearer cent) obtained by dividing the
value, as of such time, of the net assets of the Trust (i.e., the value of the
assets of the Trust less its liabilities exclusive of capital and surplus) by
the total number of Shares outstanding (exclusive of treasury Shares) at such
time in accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period (a) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (b)
during which trading on the New York Stock Exchange is restricted, (c) during
which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonably practicable, or it is not reasonably
practicable for the Trust to fairly determine the value of its net assets, or
(d) during such other periods as the Commission (or any succeeding governmental
authority) may by order permit for the protection of security holders of the
Trust; provided that applicable rules and regulations of the Commission (or any
succeeding governmental authority) shall govern as to whether the conditions
prescribed in (b) or (c) exist. Such suspension shall take effect at such times
as the Trustees shall specify but not later than the close of business on a
business day next following the declaration and thereafter there shall be no
determination of net asset value until the Trustees shall declare the suspension
at an end, except that the suspension shall terminate in any event on the first
day on which said stock exchange shall have reopened or the period specified in
(b) or (c) shall have expired (as to which in the absence of an official ruling
by said Commission or succeeding authority, the determination of the Trustees
shall be conclusive).
Section 5. Suspension of the Right of Redemption. The Trustees
may declare a suspension of the right of redemption or postpone the date of
payment for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonably practicable for the Trust fairly to
determine the value of its net assets, or (iv) during any other period when the
Commission (or any succeeding governmental authority) may for the protection of
security holders of the Trust by order permit suspension of the right of
redemption or postponement of the date of payment on redemption; provided that
applicable rules and regulations of the Commission (or any succeeding
governmental authority) shall govern as to whether the conditions prescribed in
(ii) or (iii) exist. Such suspension shall take effect at such time as the
Trustees shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of redemption or payment until the Trustees shall declare the
suspension at an end, except that the suspension shall terminate in any event on
the first day on which said stock exchange shall have reopened or the period
specified in (ii) or (iii) shall have expired (as to which in the absence of an
official ruling by said Commission or succeeding authority, the determination of
the Trustees shall be conclusive).
Section 6. Trust's Right to Redeem Shares. The Trust shall have the
right to cause the redemption of Shares in any Shareholder's account for their
then current net asset value (which will be promptly paid to the Shareholder in
cash), if at any time the total investment in the account does not have a
minimum dollar value determined from time to time by the Trustees in their sole
discretion. Shares of the Trust are redeemable at the option of the Trust if,
in the opinion of the Trustees, ownership of Trust Shares has or may become
concentrated to an extent which would cause the Trust to be a personal holding
company within the meaning of the Federal Internal Revenue Cod (and thereby
disqualified under Sub-chapter M of said Code); in such circumstances the Trust
may compel the redemption of Shares, reject any order for the purchase of Shares
or refuse to give effect to the transfer of Shares.

ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders. The Trustees, officers, employees or agents of the Trust shall
have no power to bind Shareholder personally or to call upon any Shareholder for
the payment of any sum of money or assessment whatsoever, other than such as the
Shareholder may at any time agree to pay by way of subscription to any Shares or
otherwise.
No Shareholder or former Shareholder of the Trust shall be liable solely by
reason of his being or having been a Shareholder for any debt, claim, action,
demand, suit, proceeding, judgment, decree, liability or obligation of any kind
of, against, or with respect to the Trust arising out of any action taken or
omitted for or on behalf of the Trust, and the Trust shall be solely liable
therefor and resort shall be had solely to the Trust property for the payment or
performance thereof.
Each Shareholder or former Shareholder of the Trust (or their heirs,
executors, administrators or other legal representatives or, in case of a
corporate entity, its corporate or general successor) shall be entitled to
indemnity and reimbursement out of the Trust property to the full extent of such
liability and the costs of any litigation or other proceedings in which such
liability shall have been determined, including, without limitation, the fees
and disbursements of counsel if, contrary to the provisions hereof, such
Shareholder or former Shareholder of the Trust shall be held to personal
liability.
The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust. No Trustee, officer, employee or agent of
the Trust shall have the power to bind any other Trustee, officer, employee or
agent of the Trust personally. The Trustees, officers, employees or agents of
the Trust incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust are, and each
shall be deemed to be, acting as Trustee, officer, employee or agent of the
Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the
best interest of the Trust, the Trustees and officers shall not be responsible
for or liable in any event for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or principal underwriter of the Trust or of
any entity proving administrative services for the Trust, but nothing herein
contained shall protect any Trustee or officer against any liability to which
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Section 3. Express Exculpatory Clauses and Instruments. The
Trustees shall use every reasonable means to assure that all persons having
dealings with the Trust shall be informed that the property of the Shareholders
and the Trustees, officers, employees ad agents of the Trust shall not be
subject to claims against or obligations of the Trust to any extent whatsoever.
The Trustees shall cause to be inserted in any written agreement, undertaking or
obligation made or issued on behalf of the Trust (including certificates for
Shares of the Trust) an appropriate reference to this Declaration, providing
that neither the Shareholders, the Trustees, the officers, the employees nor any
agent of the Trust shall be liable thereunder, and that the other parties to
such instrument shall look solely to the Trust property for the payment of any
claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder, Trustee,
officer, employee or agent liable, nor shall the Trustee, or any officer, agent
or employee of the Trust be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer, employee or
agent shall be held liable to any other person by reason of the omission of such
provision from any such agreement undertaking or obligation, the Shareholder,
Trustee, officer, employee or agent shall be entitled to indemnity and
reimbursement out of the Trust property, as provided in this Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and
Agents.
(a) Every person who is or has been a Trustee, officer, employee or agent
of the Trust and persons who serve at the Trust's request as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall be indemnified by the Trust to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any kind in which he
becomes involved as a party or otherwise by virtue of his being or having been a
Trustee, officer, employee or agent of the Trust or of another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Trust and against amounts paid or incurred by him in the settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal, administrative,
legislative, investigative or other, including appeals), actual or threatened,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines penalties
and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee, officer,
employee or agent against any liability to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee, officer, employee or agent may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee, or agents and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4 may be paid by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent secured by a surety bond or other suitable
insurance that such amount will be paid over by him to the Trust if it is
ultimately determined that he is not entitled to indemnification under this
Section 4.

ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby expressly
declared that a trust and not a partnership is created hereby.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety.
The exercise by the Trustees of their powers and discretion hereunder in good
faith and with reasonable care under the circumstances than prevailing, shall be
binding upon everyone interested. Subject to the provisions of Article XI, the
Trustees shall not be liable for errors of judgment or mistakes of fact or law.
The Trustees may take advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust, and subject to the
provisions of Article XI, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety if a bond is
required.
Section 3. Establishment of Record Dates. The Trustees may close
the Share transfer books of the Trust for period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for the payment
of any dividend or the making of any distribution to Shareholders, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders, or
the date for the payment of any dividend or the making of any distribution to
Shareholders, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, or the last day
on which the consent or dissent of Shareholders may be effectively expressed for
any purpose, as a record date for the determination of the Shareholders entitled
to notice of, and, to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend or distribution, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange or shares, or to exercise the right to give such consent
or dissent, and in such case such Shareholder and only such Shareholder as shall
be Shareholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting, or to receive payment of such dividend or
distribution, or to receive such allotment or rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any Shares on the
books of the Trust after any such date fixed as aforesaid.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time but subject to
the provisions of paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees, with the approval of the holders of at least two-thirds
of the outstanding Shares, may by unanimous action sell and convey the assets of
the Trust to another trust or corporation organized under the laws of any state
of the United States, which is a diversified open-end management investment
company as defined in the 1940 Act, for an adequate consideration which may
include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust and which may include shares of
beneficial interest or stock of such trust or corporation. Upon making
provision for the payment of all such liabilities, by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds ratably among
the holders of the Shares of the Trust then outstanding.
(c) Subject to Majority Shareholder Vote, the Trustees may at any time
sell and convert into money all the assets of the Trust. Upon making provision
for the payment of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust, the Trustees shall distribute the remaining
assets of the Trust ratably among the holders of the outstanding Shares.
(d) Upon completing of the distribution of the remaining proceeds of the
remaining assets as provided in paragraphs (b) and (c), the trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be canceled and discharged.
Section 5. Officers of the Trust, Filing of Copies, References,
Headings. The Trust shall maintain a usual place of business in Massachusetts,
which, initially, shall be at 31 Milk Street, Boston, Massachusetts, and shall
continue to maintain an office at such address unless changed by the Trustees to
another location in Massachusetts. The Trust may maintain other offices as the
Trustees may from time to time determine. The original or a copy of this
instrument and of each declaration of trust supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any Shareholder. A copy of
this instrument and of each supplemental declaration of trust shall be filed by
the Trustees with the Massachusetts Secretary of State and the Boston City
Clerk, as well as any other governmental office where such filing may from time
to time be required. Anyone dealing with the Trust may rely on a certificate by
an officer of the Trust as to whether or not any such supplemental declaration
of trust has been made and as to any matters in connection with the trust
hereunder, and with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such supplemental declaration of trust. In this instrument or in any such
supplement declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to
this instrument as amended of affected by any such supplemental declaration of
trust. Headings are placed herein for convenience of reference only and in case
of any conflict, the text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of counterparts each of
which shall be deemed an original.
Section 6 Applicable Law. The Trust set forth in this instrument is
created under and is to be governed by and construed and administered according
to the laws of the Commonwealth of Massachusetts. The Trust shall be of the
type commonly called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
Section 7. Amendments. Prior to the initial issuance of Shares
pursuant to the second sentence of Section 3 of Article III, a majority of the
Trustees then in office may amend or otherwise supplement this instrument by
making a Declaration of Trust supplemental hereto, which thereafter shall form a
part hereof. Subsequent to such initial issuance of Shares, if authorized by a
majority of the Trustees then in office and by a Majority Shareholder Vote, or
by any larger vote which may be required by applicable law or this Declaration
of Trust in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a par thereof. Any such supplemental
Declaration of Trust shall be signed by at least a majority of the Trustees then
in office. Copies of the supplemental Declaration of Trust shall be filed as
specified in Section 5 of this Article XII.

IN WITNESS WHEREOF, the undersigned have executed this instrument this 10th
day of October, 1977.

/s/John F. Donahue /s/ Richard B. Fisher
John F. Donahue Richard B. Fisher

/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar

/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly

/s/ Glen R. Johnson /s/ Gregor F. Meyer
Glen R, Johnson Gregor F. Meyer

/s/ Edward L. Flaherty, jr.

FEDERATED MASTER TRUST
AMENDMENT NO. 1 to
DECLARATION OF TRUST
Dated October 10, 1977

THIS AMENDMENT to the DECLARATION OF TRUST is made this 16th day of
November, 1977, by John F. Donahue, Richard B. Fisher, J. Joseph Maloney, Jr.,
Wesley W. Posvar, Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor
F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS, the Trustees executed a Declaration of Trust among themselves on
October 10, 1977, creating a Massachusetts Business Trust for the investment and
reinvestment of funds contributed thereto; and
WHEREAS, the Trustees desire to amend the Declaration of Trust;
NOW, THEREFORE, the Trustees hereby amend and restate the Declaration of
Trust by the addition of the following Section 8 to Article XII:
"Section 8. The Trust acknowledges that Federated Investors, Inc. has
reserved the right to grant the non-exclusive use of the name
"Federated" or any derivative thereof to any other investment company,
investment adviser, distributor, or other business enterprise, and to
withdraw from the Trust the use of the name "Federated".
IN WITNESS WHEREOF, the undersigned have executed this instrument this 16th
day of November, 1977.

/s/ John F. Donahue /s/ Richard B. Fisher
John F. Donahue Richard B. Fisher

/s/ J. Joseph Maloney, Jr. /s/Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar

/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly

/s/ Glen R. Johnson /s/Gregor F. Meyer
Glen R. Johnson Gregor F. Meyer

/s/ Edward L. Flaherty, Jr.
Edward L. Flaherty, Jr.

COMMONWEALTH OF PENNSYLVANIA )
)
COUNTY OF ALLEGHENY )

I hereby certify that on November 16, 1977, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in and for the County of
Allegheny, personally appeared JOHN F. DONAHUE, RICHARD B. FISHER, J. JOSEPH
MALONEY, JR., WESLEY W. POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, GLEN R.
JOHNSON, GREGOR F. MEYER, and EDWARD L. FLAHERTY, JR., who acknowledged the
foregoing Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year first above written.

/s/ Mary Anne Miller
Notary Public
MARY ANNE MILLER, NOTARY PUBLIC
PITTSBURGH, ALLEGHENY COUNTY
MY COMMISSION EXPIRES NOV. 15 1979

Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
FEDERATED MASTER TRUST

OUTLINE OF BY-LAWS

Article I Officers and Their Election.................. 1

1. Officers .................................. 1
2. Election of Officers ...................... 1
3. Resignations and Removals and Vacancies ... 1

Article II Powers and Duties of Trustees and Officers 1

1. Trustees .................................. 1
2. Chairman of the Trustees .................. 2
3. President ................................. 2
4. Vice President ............................ 2
5. Secretary ................................. 2
6. Treasurer ................................. 2
7. Assistant Vice President .................. 3
8. Assistant Secretaries and Assistant Treasurers 3
9. Salaries .................................. 3

Article III Powers and Duties of the Executive and Other Committees 3

1. Executive and Other Committees ............ 3
2. Vacancies in Executive Committee .......... 3
3. Executive Committee to Report to Trustees . 3
4. Procedure of Executive Committee .......... 3
5. Powers of Executive Committee ............. 4
6. Compensation .............................. 4
7. Informal Action by Executive Committee or Other Committees
..........................................4

Article IV Shareholders' Meetings .................... 4

1. Special Meetings .......................... 4
2. Notices ................................... 5
3. Place of Meetings ......................... 5
4. Action by Consent ......................... 5
5. Proxies ................................... 5

Article V Trustees Meetings............................ 5

1. Number and Qualifications of Trustees ..... 5
2. Special Meetings .......................... 6
3. Regular Meetings .......................... 6
4. Quorum and Vote ........................... 6
5. Notices ................................... 6
6. Place of Meeting .......................... 6
7. Telephonic Meeting ........................ 7
8. Special Action ............................ 7
9. Action by Consent ......................... 7
10. Compensation of Trustees .................. 7

Article VI Shares of Beneficial Interest ............. 7

1. Beneficial Interest ....................... 7
2. Certificates .............................. 7
3. Transfer of Stock ......................... 8
4. Equitable Interest not Recognized ......... 8
5. Lost, Destroyed or Mutilated Certificates . 8
6. Transfer Agent and Registrar: Regulations 8

Article VII Inspection of Books ....................... 8

Article VIIIAgreements, Checks, Drafts, Endorsements, Etc. 9

1. Agreements, Etc. .......................... 9
2. Checks, Drafts, Etc. ...................... 9
3. Endorsements, Assignments and Transfer of Securities 9
4. Evidence of Authority ..................... 9

Article IX Seal ...................................... 9

Article X Fiscal Year.................................. 10

Article XI Amendments ................................ 10

Article XII Waivers of Notice ......................... 10

Article XIIIReport to Shareholders .................... 10

Article XIV Books and Records ......................... 11

BY-LAWS

FEDERATED MASTER TRUST

ARTICLE I
OFFICERS AND THEIR ELECTION

Section 1. Officers. The officers of the Trust shall be a Chairman of
the Trustees, a President, one or more Vice Presidents, a Treasurer, a Secretary
and such other officers as the Trustees may from time to time elect. It shall
not be necessary for any Trustee or other officers to be a holder of shares in
the Trust.

Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The Chairman
of the Trustees shall be chosen annually by and from the Trustees.

Two or more offices may be held by a single person except the
officers of President and Secretary. The officers shall hold office until their
successors are chosen and qualified.

Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the Chairman of the
Trustees or with the Trustees or with the Secretary, which shall take effect on
being so filed or at such time as may be therein specified. The Trustees may
remove any officer, with or without cause, by a majority vote of all of the
Trustees. The Trustees may fill any vacancy created in any officer whether by
resignation, removal or otherwise.

ARTICLE II

POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all power necessary and desirable
to carry out that responsibility.

Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall
be the chief executive officer of the Trust. He shall have general supervision
over the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time to
time by the Trustees. He shall preside at the meetings of shareholders and of
the Trustees. The Chairman shall appoint a Trustee to preside at such meetings
in his absence, with the approval of the Trustees.

Section 3. President. The President, in the absence of the Chairman,
shall perform all duties and may exercise any of the powers of the Chairman
subject to the control of the other Trustees. He shall counsel and adviser the
Chairman on matters of major importance and shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.

Section 4. Vice President. The Vice President (or if more than one,
the senior Vice President) in the absence of the President shall perform all
duties and may exercise any of the powers of the President subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.

Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of Shareholders and
of the Trustees; shall see that all Notices are duly given in accordance with
the provisions of these By-Laws and as required by law; shall be custodian of
the records and of the Seal of the Trust and see that the Seal is affixed to all
documents, the execution of which on behalf of the Trust under its Seal is fully
authorized; shall keep directly or through a transfer agent a register of the
post office address of each shareholder, and make all proper changes in such
register, retaining and filing his authority for such entries; shall see that
the books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall perform all
duties incident to the Office of Secretary and such other duties as may from
time to time be assigned to him by the Trustees, Chairman or the Executive
Committee.

Section 6. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and securities
of the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian or sub-custodian in accordance with Article
IX of the Declaration of Trust. The Treasurer shall perform such duties
additional to the foregoing as the Trustees, Chairman or the Executive Committee
may from time to time designate.

Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee or the
Chairman.

Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary or Secretaries and the Assistant Treasurer or Treasurers
shall perform the duties of the Secretary and of the Treasurer, respectively,
in the absence of those Officers and shall have such further powers and perform
such other duties as may be assigned to them respectively by the Trustees or
the Executive Committee or the Chairman.

Section 9. Salaries. The salaries of the Officers shall be fixed fixed from
time to time by the Trustees. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a Trustee.

ARTICLE III

POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two members,
which number shall include the Chairman of the Trustees, who shall, ex officio,
be a member thereof. The executive committee shall be elected by a resolution
passed by a vote of at least a majority of the Trustees then in office. The
Trustees may also elect from their own number other committees from time to
time, the number composing such committees and the powers conferred upon the
same to be determined by vote of the Trustees.

Section 2. Vacancies in Executive Committee. Vacancies occurring in
the Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.

Section 3. Executive Committee to Report to Trustees. All action by
the Executive Committee shall be reported to the Trustees at their meeting next
succeeding such action.

Section 4. Procedure of Executive Committee. The Executive Committee
shall fix its own rules of procedure not inconsistent with these By-Laws or with
any directions of the Trustees. It shall meet at such times and places and upon
such notice as shall be provided by such rules or by resolution of the Trustees.
The presence of a majority shall constitute a quorum for the transaction of
business, and in every case an affirmative vote of a majority of all the members
of the Committee present shall be necessary for the taking of any action.

Section 5. Powers of Executive Committee. During the intervals between
the Meetings of the Trustees, the Executive Committee, except as limited by the
By-Laws of the Trust or by specific direction of the Trustees, shall possess and
may exercise all the powers of the Trustees in the management and direction of
the business and conduct of the affairs of the Trust in such manner as the
Executive Committee shall deem for the best interests of the Trust, and shall
have power to authorize the Seal of the Trust to be affixed to all instruments
and documents requiring same. Notwithstanding the foregoing, the Executive
Committee shall not have the power to elect Trustees, increase or decrease the
number of Trustees, elect or remove any Officer, declare dividends, issue shares
or recommend to shareholders any action requiring shareholder approval.

Section 6. Compensation. The members of any duly appointed committee
shall receive such compensation and/or fees as from time to time may be fixed
the Trustees.

Section 7. Informal Action by Executive Committee or Other Committees.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed committee may be taken without a meeting
if a consent in writing setting forth such action is signed by all members of
such committee and such consent is filed with the records of the Trust.

ARTICLE IV

SHAREHOLDERS' MEETINGS

Section 1. Special Meetings. A special meeting of the shareholders
shall be called by the Secretary whenever ordered by the Trustees, the Chairman
or requested in writing by the holder or holders of at least one-tenth of the
outstanding shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than two days to call such special
meeting, the Trustees, Chairman or the shareholders so requesting may, in the
name of the Secretary, call the meeting by giving notice thereof in the manner
required when notice is given by the Secretary.

Section 2. Notices. Except as above provided, notices of any special
meeting of the shareholders shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said meeting,
a written or printed notification of such meeting, at least fifteen days before
the meeting, to such address as may be registered with the Trust by the
shareholder.

Section 3. Place of Meeting. Meetings of the Shareholders shall be
held at the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without the Commonwealth of
Massachusetts as fixed from time to time by the resolution of the Trustees.

Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all of the
shareholders entitled to vote on the subject matter thereof, and such consent is
filed with the records of the Trust.

Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholder may vote either in person or by proxy. Every proxy shall be in
writing subscribed by the shareholder of his duly authorized attorney and dated,
but need not be sealed, witnessed or acknowledged. All proxies shall be filed
with and verified by the Secretary or an Assistant Secretary of the Corporation
or, if the meeting shall so decide, by the Secretary of the Meeting.

ARTICLE V

TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the Trustees but
shall be no less than three nor more than twenty. The Trustees may from time
time increase or decrease the number of Trustees to such number as they deem
expedient, not to be less than three nor more than twenty, however, and fill the
vacancies so created. The term of office of a Trustee shall not be affected by
any decrease in the number of Trustees made by the Trustees pursuant to the
foregoing authorization.

Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman or any Trustee,
and if the Secretary when so requested refuses or fails for more than twenty
four hours to call such meeting, the Chairman or such Trustee may in the name of
the Secretary call such meeting by giving due notice in the manner required when
notice is given by the Secretary.

Section 3. Regular Meetings. Regular meetings of the Trustees may
held without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that any Trustee who is absent when such
determination is made shall be given notice of the determination.

Section 4. Quorum and Vote. A majority of the Trustees shall
constitute a quorum for the transaction of business. The act of a majority of
the Trustees present at any meeting at which a quorum is present shall be the
act of the Trustees unless a greater proportion is required by the Declaration
of Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of any adjourned meeting need not be given.

Section 5. Notices. Except as otherwise provided, notice of any
special meeting of the Trustees shall be given by the Secretary to each Trustee,
by mailing to him, postage prepaid, addressed to him at his address as
registered, at his last known address, a written or printed notification of such
meeting at least four days before the meeting or by delivering such notice to
him at least two days before the meeting, or by sending to him at least one day
before the meeting, by prepaid telegram, addressed to him at his said registered
address, if any, or if he has no such registered address, at his last known
address, notice of such meeting. Subject to compliance with Section 15(c) of
the Investment Company Act of 1940, notice or waiver of notice need not specify
the purpose of any special meeting.

Section 6. Place of Meeting. Meeting of the Trustees shall be held at
the principal place of business of the Trust in Pittsburgh, Pennsylvania, or at
such place within or without the Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may adjourn
to any other place.

Section 7. Telephonic Meeting. Subject to compliance with Sections
15(c) and 32(a) of the Investment Company Act of 1940, if it is impractical for
the Trustees to meet in person the Trustees may meet by means of a telephone
conference circuit to which all Trustees are connected or of which all Trustees
shall have waived notice, which meeting shall be deemed to have been held at a
place designated by the Trustees at the meeting.

Section 8. Special Action. When all the Trustees shall be present at
any meeting, however called, or wherever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written assent
thereon on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.

Section 9. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees and
filed with the records of the Trustees' meetings. Such consent shall be treated
as a vote of the Trustees for all purposes.

Section 10. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by Resolution of the Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any Trustee from serving
the Trust in any other capacity, as an officer, agent or otherwise, and
receiving compensation therefor.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 1. Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of shares without par
value. The shares of beneficial interest shall have one vote per share at any
meeting of the shareholders and a fractional vote for each fraction of a share.

Section 2. Certificates. All certificates for shares shall be signed
by the Chairman, President or any Vice President and by the Treasurer or
Secretary or any Assistant Treasurer or Assistant Secretary and sealed with the
seal of the Trust. The signatures may be either manual or facsimile signatures
and the seal may be either facsimile or any other form of seal. Certificates
for shares for which the Trust has appointed an independent Transfer Agent and
Registrar shall not be valid unless countersigned by such Transfer Agent and
registered by such Registrar. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the certificate is
issued, the certificate may nevertheless be issued by the Trust with the same
effect as if the officer had not ceased to be such officer as of the date of its
issuance. Share certificates shall be in such form not inconsistent with the
law or the Declaration of Trust or these By-Laws as may be determined by the
Trustees.

Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only by transfer recorded
on the books of the Trust, in person or by attorney.

Section 4. Equitable Interest not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the absolute
owner thereof and shall not be bound to recognize any equitable or other claim
or interest in such share or shares on the part of any other person except as
may be otherwise expressly provided by law.

Section 5. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilate or destroyed, the Trustees may issue a
new certificate in place thereof upon indemnity to the Trust against loss and
upon such other terms and conditions as the Trustees may deem advisable.

Section 6. Transfer Agent and Registrar: Regulations. The Trustees
shall have power and authority to make all such rules and regulations as they
may deem expedient concerning the issuance, transfer and registration of
certificates for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares, and may require all such share certificates to hear the
signature of such Transfer Agent and/or of such Registrar.

ARTICLE VII

INSPECTION OF BOOKS

The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the shareholders; and no shareholder shall have any right of inspecting any
account or book or document of the Trust except as conferred by law or
authorized by the Trustees or by resolution of the shareholders.

ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.

Section 1. Agreements, Etc. The Trustees or the Executive Committee
may authorize any Officer or Officers, or Agent or Agents of the Trust to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Trust, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust by any Agreement or engagement or to pledge
its credit or to render it liable for any purpose or to any amount.

Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed
by such Officer or Officers, Employee or Employees, or Agent or Agents as shall
from time to time be designated by the Trustees or the Executive Committee, or
as may be specified in pursuant to the agreement between the Trust and the Bank
or Trust Company appointed as custodian, pursuant to the provisions of the
Declaration of Trust.

Section 3. Endorsements, Assignments and Transfer of Securities. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Trust or its nominee or directions for
the transfer of securities belonging to the Trust shall be made by such Officer
or Officers, Employee or Employees, or Agent or Agents as may be authorized by
the Trustees or the Executive Committee.

Section 4. Evidence of Authority. Anyone dealing with the Trust shall
be fully justified in relying on a copy of a resolution of the Trustees or of
any committee thereof empowered to act in the premises which is certified as
trust by the Secretary or an Assistant Secretary under the seal of the Trust.

ARTICLE IX

DEAL

The seal of the Trust shall be circular in form, bearing the inscription:

"Federated Master Trust - 1977 - Massachusetts"

ARTICLE X

FISCAL YEAR

The fiscal year of the Trust shall be the period of twelve months ending on
the last day of November in each calendar year.

ARTICLE XI

AMENDMENTS

These By-Laws may be amended by a majority vote of all of the Trustees.

ARTICLE XII

WAIVERS OF NOTICE

Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts or under the provisions of
the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. A notice shall be
deemed to have been given if telegraphed, cabled or sent by wireless when it has
been delivered to a representative of any telegraph, cable or wireless company
with the instructions that it be telegraphed, cabled or sent by wireless. Any
notice shall be deemed to be given if mailed at the time when the same shall be
deposited in the mail.

ARTICLE XIII

REPORT TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.

ARTICLE XIV

BOOKS AND RECORDS

The books and records of the Trust, including the stock ledger or ledger
may be kept in or outside the Commonwealth of Massachusetts at such office or
agency of the Trust as may be from time to time determined by the Trustees.

Amendment No. 1 to By-Laws

FEDERATED MASTER TRUST

Effective February 17, 1984

ARTICLE I

Officers and Their Election

Section 2. Election of Officers. The President, Vice President(s),
Treasurer and Secretary shall be chosen annually by the Trustees. The Chairman
of the Trustees shall be chosen annually by and from the Trustees.

ARTICLE III

Powers and Duties of the Executive and Other Committees

Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two members.
The executive committee shall be elected by a resolution passed by a vote of at
least a majority of the Trustees then in office. The Trustees may also elect
from their own number other committees from time to time, the number composing
such committees and the powers conferred upon the same to be determined by vote

Amendment No. 2 to the By-Laws

FEDERATED MASTER TRUST

Effective February 2, 1987

ARTICLE II

POWERS AND DUTIES OF TRUSTEES AND OFFICERS

Exhibit 4 under Form N-1A
Exhibit 3(c) under Item 601/Reg. S-K

FEDERATED MASTER TRUST

Number Shares
Account No. Alpha Code See Reverse Side For
Certain Definitions

THIS IS TO CERTIFY THAT is the owner of

CUSIP 314214 10 7

Fully Paid and Non-Assessable Shares of Beneficial Interest of FEDERATED MASTER
TRUST hereafter called the Trust, transferable on the books of the Trust by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

The shares represented hereby are issued and shall be held subject to the
provisions of the Declaration of Trust and By-Laws of the Trust, and all
amendments thereto, all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned by the Transfer Agent.

IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.

Dated: FEDERATED MASTER TRUST
Seal
1977
Massachusetts

/s/Edward C. Gonzales /s/ John F. Donahue
Treasurer Chairman

Countersigned: State Street Bank and Trust
Company (Boston)
Transfer Agent
By:
Authorized Signature

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-
...Custodian...
TEN ENT - as tenants by the entireties (Cust)
(Minor)
JT TEN - as joint tenants with right of under
Uniform Gifts to Minors
survivorship and not as tenants Act.............................
in common (State)

Additional abbreviations may also be used though not in the above list.

For value received hereby sell, assign, and transfer unto
----------

Please insert social security or other
identifying number of assignee

- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)

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

shares
- ----------------------------------------------------------------------

of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
------------------------------------------
Attorney
- --------------------------------------------------------------- -
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.

Dated
----------------------
NOTICE:
------------------------------
The signature to this assignment must correspond
with the name as written upon the face of the
certificate in every particular, without
alteration or enlargement or any change whatever.

All persons dealing with FEDERATED MASTER TRUST, a Massachusetts business trust,
must look solely to the Trust property for the enforcement of any claim against
the Trust, as the Trustees, officers, agents or shareholders of the Trust assume
no personal liability whatsoever for obligations entered into on behalf of the
Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY

DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE

Page One

A. The Certificate is outlined by an (color) one-half inch border.

B. The number in the upper left-hand corner and the number of shares in the
upper right-hand corner are outlined by octagonal boxes.

C. The cusip number in the middle right-hand area of the page is boxed.

D. The Massachusetts corporate seal appears in the bottom middle of the
page.

Page Two
The social security or other identifying number of the assignee appears

Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FEDERATED MASTER TRUST and
the Deputy General Counsel of Federated Investors, and each of them, their
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for them and in their names, place and stead, in any and
all capacities, to sign any and all documents to be filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, by
means of the Securities and Exchange Commission's electronic disclosure
system known as EDGAR; and to file the same, with all exhibits thereto and
other documents in connection thterewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to sign and perform each and every act and
thing requisite and necessary to be done in connection thereiwth, as fully to
all intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

SIGNATURES TITLE DATE

/s/ John F. Donahue Trustee January 5, 1996
John F. Donahue

/s/ Glen R. Johnson President January 5, 1996
Glen R. Johnson

/s/ David M. Taylor Treasurer
David M. Taylor (Principal Financial and January 5, 1996
Accounting Officer)

/s/ Thomas G. Bigley Trustee January 5, 1996
Thomas G. Bigley

/s/ John T. Conroy, Jr. Trustee January 5, 1996
John T. Conroy, Jr.

/s/ William J. Copeland Trustee January 5, 1996
William J. Copeland

/s/ James E. Dowd Trustee January 5, 1996
James E. Dowd

/s/ Lawrence D. Ellis, M.D. Trustee January 5, 1996
Lawrence D. Ellis, M.D.

/s/ Edward L. Flaherty, Jr. Trustee January 5, 1996
Edward L. Flaherty, Jr.

/s/ Peter E. Madden Trustee January 5, 1996
Peter E. Madden

/s/ Gregor F. Meyer Trustee January 5, 1996
Gregor F. Meyer

/s/ John E. Murray, Jr. Trustee January 5, 1996
John E. Murray, Jr.

/s/ Wesley W. Posvar Trustee January 5, 1996
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee January 5, 1996
Marjorie P. Smuts

Sworn to and subscribed before me this 5th day of January, 1996.

/s/ Marie M. Hamm

<S> <C>

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<NAME> Federated Master Trust

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<FISCAL-YEAR-END> Nov-30-1995
<PERIOD-END> Nov-30-1995
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<DISTRIBUTIONS-OF-INCOME> 45,982,852
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<NET-CHANGE-IN-ASSETS> (44,115,799)
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