TRUST FOR UNITED STATES TREASURY OBLIGATIONS
485BPOS, 1996-11-25
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                                   1933 Act File No. 2-65505
                                   1940 Act File No. 811-2951

                    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.  31    ...........      X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   X

   Amendment No. 24 ..............................      X

                    TRUST FOR U.S. TREASURY OBLIGATIONS


      Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779

                              (412) 288-1900

                        John W. McGonigle, Esquire,
                        Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779

It is proposed that this filing will become effective:
    immediately upon filing pursuant to paragraph (b)
X   on November 30, 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:

X   filed the Notice required by that Rule on November 15, 1996; or
    intends to file the Notice required by that Rule on or about
               ; or
   ------------
    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 & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C.  20037


                           CROSS REFERENCE SHEET

     This Amendment to the Registration Statement of TRUST FOR U.S.
TREASURY OBLIGATIONS 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.

Item 4.   General Description of
           Registrant..............General Information; Investment
                                   Information; Investment Objective;
                                   Investment Policies; Investment
                                   Limitations.

Item 5.    Management of the Trust.Trust Information; Management of the
                                   Trust; Distribution of Shares;
                                   Administration of the Trust.
Item 6.   Capital Stock and Other
           Securities..............Dividends; Capital Gains; Account and
                                   Share Information; Voting Rights; Tax
                                   Information; Federal Income Tax; State
                                   and Local Taxes; Performance
                                   Information.

Item 7.   Purchase of Securities Being
           Offered.................Net Asset Value; How To Purchase Shares;
                                   Purchasing Shares By Check; Purchasing
                                   Shares By Wire; Automatic Investments;
                                   Subaccounting Services; Certificates and
                                   Confirmations.

Item 8.   Redemption or Repurchase.How To Redeem Shares; Redeeming Shares
                                   By Mail; Redeeming Shares By Telephone;
                                   Accounts With Low Balances.

Item 9.   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.................About Federated Investors.

Item 13.  Investment Objectives and
           Policies................Investment Policies; Investment
                                   Limitations; Regulatory Compliance.
Item 14.  Management of the Registrant  Trust for U.S. Treasury Obligations
                                   Management; Trustees Compensation;
                                   Trustee Liability.
Item 15.  Control Persons and Principal
           Holders of Securities...Share Ownership.

Item 16.  Investment Advisory and Other
           Services................Investment Advisory Services;  Trust
                                   Administration; Shareholder Services
                                   Agreement; Other Services.

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

Item 18.  Capital Stock and Other
           Securities..............Massachusetts Partnership Law.

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

Item 20.  Tax Status...............The Trust's Tax Status.

Item 21.  Underwriters.............Not applicable.

Item 22.  Calculations of Yield Quotations
          of Money Market Funds....Performance Information, Yield;
                                   Effective Yield; Total Return;
                                   Performance Comparisons; Economic and
                                   Market Information.

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

TRUST FOR U.S. TREASURY OBLIGATIONS

PROSPECTUS
   
The shares of Trust for U.S. Treasury Obligations (the "Trust") offered by
this prospectus represent interests in an open-end, management investment
company (a mutual fund). The Trust invests in short-term U.S. Treasury
securities to achieve stability of principal and 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
November 30, 1996, with the Securities and Exchange Commission ("SEC"). 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 1-800-341-7400. To obtain other information, or make inquiries
about
the Trust, contact the Trust at the address listed in the back of this
prospectus. The Statement of Additional Information, material incorporated
by reference into this document, and other information regarding the Trust
is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).
    
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 November 30, 1996
    
TABLE OF CONTENTS
   
<TABLE>
<S>                                                              <C>
 SUMMARY OF TRUST EXPENSES                                           1
 FINANCIAL HIGHLIGHTS                                                2
 GENERAL INFORMATION                                                 3
 INVESTMENT INFORMATION                                              3
   Investment Objective                                              3
   Investment Policies                                               3
   Investment Limitations                                            4
 TRUST INFORMATION                                                   4
   Management of the Trust                                           4
   Distribution of Shares                                            5
   Administration of the Trust                                       6
 NET ASSET VALUE                                                     6
 HOW TO PURCHASE SHARES                                              6
 HOW TO REDEEM SHARES                                                7
 ACCOUNT AND SHARE INFORMATION                                       8
 TAX INFORMATION                                                     9
   Federal Income Tax                                                9
   State and Local Taxes                                             9
 PERFORMANCE INFORMATION                                             9
 FINANCIAL STATEMENTS                                               10
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                           18
 ADDRESSES                                                          19
</TABLE>

    

SUMMARY OF TRUST EXPENSES

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


                                       ANNUAL TRUST OPERATING EXPENSES
                                   (As a percentage of average net assets)
<TABLE>
<S>
<C>            <C>
 Management Fee (after waiver)(1)
0.30%
 12b-1 Fee
None
 Total Other Expenses
0.15%
   Shareholder Services Fee (after waiver)(2)
0.05%
     Total Operating Expenses(3)
0.45%
</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 shareholder services fee has been reduced to reflect the voluntary
    waiver of a portion of the shareholder services fee. The shareholder
    services provider can terminate this voluntary waiver at any time at
its
    sole discretion. The maximum shareholder services fee is 0.25%. See
"Trust
    Information."

(3) The total operating expenses would have been 0.75% absent the waiver of
    a portion of the management fee and the voluntary waiver of a portion
of
    the shareholder services fee.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of 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        $14
$25        $57
</TABLE>


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

TRUST FOR U.S. TREASURY OBLIGATIONS
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Report of Independent Public Accountants on page
18.
<TABLE>
<CAPTION>
                                                            YEAR ENDED
SEPTEMBER 30,
                       1996      1995       1994       1993       1992
1991        1990       1989        1988       1987
<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               0.05       0.05       0.03       0.03       0.04
0.06        0.08       0.09        0.07      0.06
 LESS DISTRIBUTIONS
  Distributions
  from net
  investment income   (0.05)     (0.05)     (0.03)     (0.03)     (0.04)
(0.06)      (0.08)     (0.09)      (0.07)    (0.06)
 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)       5.18%      5.45%      3.31%      2.84%      4.00%
6.49%       8.18%      8.89%       6.83%     5.89%
 RATIOS TO
 AVERAGE
 NET ASSETS
   Expenses            0.45%      0.45%      0.45%      0.45%      0.45%
0.46%       0.45%      0.45%      0.45%      0.45%
  Net
  investment
  income               5.06%      5.28%      3.21%      2.80%      3.95%
6.33%       7.89%      8.56%      6.61%      5.74%
 SUPPLEMENTAL
 DATA
  Net assets,
  end of
  period (000
  omitted)       $2,660,939 $3,031,247 $4,651,657 $4,689,657 $5,271,259
$5,744,351 $5,997,327 $5,747,794 $4,766,221 $4,846,175
</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 July 24, 1979. The Trust is designed for
institutional investors such as banks, fiduciaries, custodians of public
funds, and smaller institutional investors, such as corporations, unions,
hospitals and insurance companies, and municipalities as a convenient means
of accumulating an interest in a professionally managed portfolio investing
only in short-term U.S. Treasury securities. A minimum initial investment
of
$25,000 over 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 stability of principal and current
income consistent with stability of principal. This investment objective
cannot be changed without shareholder approval. While there is no assurance
that the Trust will achieve its investment objective, it endeavors to do so
by complying with the diversification and other 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.
    
INVESTMENT POLICIES

The Trust pursues its investment objective by investing only in a portfolio
of U.S. Treasury securities maturing in one year or less. The average
maturity of the securities in the Trust's portfolio, computed on a
dollar-weighted basis, will be 120 days 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. The Trust may attempt to increase yield by
trading portfolio securities to take advantage of short-term market
variations. Unless indicated otherwise, the investment policies may not be
changed by the Board of Trustees without shareholder approval. Shareholders
will be notified before any material change in these policies becomes
effective.

ACCEPTABLE INVESTMENTS. The Trust invests only in U.S. Treasury securities,
which are fully guaranteed as to principal and interest by the United
States. These securities include: (i) U.S. Treasury bills, notes and bonds,
and (ii) instruments of the Export/Import Bank of the U.S., the General
Services Administration, the Small Business Administration, and the
Washington Metropolitan Area Transit Authority.
   
REPURCHASE AGREEMENTS. Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/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.

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.

INVESTMENT LIMITATIONS

The Trust will not borrow money 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.

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

The Trust will not invest more than 10% of its net assets in illiquid
securities, including repurchase agreements providing for settlement in
more
than seven days after notice.
   
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 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
   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 its average daily net assets.

   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 will make payments up to .25% of the
average daily net asset value of the Trust, computed at an annual rate, to
obtain certain personal services for shareholders and to maintain
shareholder accounts. 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 Services Company, a subsidiary of
Federated Investors, provides administrative personnel and services
(including certain legal and financial reporting services) necessary to
operate the Trust at an annual rate which relates to the average aggregate
daily net assets of all funds advised by affiliates of Federated Investors
specified below:
<TABLE>
<CAPTION>
   MAXIMUM FEE       AVERAGE AGGREGATE DAILY NET ASSETS
<C>               <S>
     .15%                on the first $250 million
    .125%                on the next $250 million
     .10%                on the next $250 million
    .075%           on assets in excess of $750 million
</TABLE>


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

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 Shareholder Services Company, c/o State Street
Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to:
Trust for U.S. Treasury Obligations; 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 Shareholder Services Company, P.O. Box 8600, Boston, MA
02266-8600. The check should be made payable to Trust for U.S. Treasury
Obligations. 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
Shareholder 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 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 Shareholder Services Company, P.O. Box 8600,
Boston, MA 02266-8600. If share certificates have been issued, they should
be sent unendorsed with the written request by registered or certified mail
to the address noted above.
The written request should state: the 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
Shareholder Services Company maintains a share account for each
shareholder.
Share certificates are not issued unless requested by contacting the Trust
or Federated Shareholder 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, 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 owned by a shareholder gives that
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 yield, effective yield, and
total return.
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.

TRUST FOR U.S. TREASURY OBLIGATIONS
PORTFOLIO OF INVESTMENTS
   
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
   PRINCIPAL
    AMOUNT
VALUE
<C>           <S>
<C>
 SHORT-TERM U.S. GOVERNMENT OBLIGATIONS -- 20.3%
 $206,000,000 (a)U.S. Treasury Bills, 4.62%-5.455%, 11/14/1996-8/21/1997
$   201,127,365
  339,000,000    U.S. Treasury Notes, 5.875%-7.50%, 10/31/1996-8/15/1997
340,305,123
                   TOTAL SHORT-TERM U.S. GOVERNMENT OBLIGATIONS
541,432,488
 (B)REPURCHASE AGREEMENTS -- 79.7%
  100,000,000    Aubrey G. Lanston and Company, Inc., 5.700%, dated
9/30/1996,
                 due 10/1/1996
100,000,000
  173,675,000    BT Securities Corporation, 5.720%, dated 9/30/1996, due
10/1/1996                     173,675,000
   58,300,000    Barclays de Zoete Wedd Securities, Inc., 5.720%, dated
9/30/1996,
                 due 10/1/1996
58,300,000
   25,000,000    Bear, Stearns and Co., 5.850%, dated 9/30/1996, due
10/1/1996                          25,000,000
  140,000,000    CIBC Wood Gundy Securities Corp., 5.700%, dated 9/30/1996,
                 due 10/1/1996
140,000,000
  130,000,000    Daiwa Securities America, Inc., 5.750%, dated 9/30/1996,
                 due 10/1/1996
130,000,000
  110,000,000    Deutsche Bank Government Securities, Inc., 5.720%, dated
9/30/1996,
                 due 10/1/1996
110,000,000
  130,000,000    Donaldson, Lufkin and Jenrette Securities Corp., 5.700%,
                 dated 9/30/1996, due 10/1/1996
130,000,000
  100,000,000    Dresdner Kleinwort Benson North America, LLC, 5.750%,
                 dated 9/30/1996, due 10/1/1996
100,000,000
   80,000,000    First Chicago Capital Markets, Inc., 5.700%, dated
9/30/1996,
                 due 10/1/1996
80,000,000
  130,000,000    First Union Capital Markets, 5.750%, dated 9/30/1996,
                 due 10/1/1996
130,000,000
  130,000,000    Goldman Sachs Group, LP, 5.700%, dated 9/30/1996, due
10/1/1996                       130,000,000
   95,000,000    Nesbitt Burns Securities, Inc., 5.730%, dated 9/30/1996,
                 due 10/1/1996
95,000,000
  100,000,000    J.P. Morgan & Co., Inc., 5.700%, dated 9/30/1996, due
10/1/1996                       100,000,000
</TABLE>

    
 TRUST FOR U.S. TREASURY OBLIGATIONS
   
<TABLE>
<CAPTION>
   PRINCIPAL
    AMOUNT
VALUE
<C>           <S>
<C>
 (B)REPURCHASE AGREEMENTS -- CONTINUED
 $130,000,000    Lehman Brothers, Inc., 5.780%, dated 9/30/1996, due
10/1/1996                     $   130,000,000
   42,000,000 (c)Morgan Stanley Group, Inc., 5.330%, dated 8/6/1996,
                 due 10/7/1996
42,000,000
   41,000,000 (c)Swiss Bank Capital Markets, 5.320%, dated 8/23/1996,
                 due 11/25/1996
41,000,000
  100,000,000    Swiss Bank Capital Markets, 5.700%, dated 9/30/1996,
                 due 10/1/1996
100,000,000
   50,000,000    Swiss Bank Capital Markets, 5.720%, dated 9/30/1996,
                 due 10/1/1996
50,000,000
  125,000,000    Toronto Dominion Securities (USA) Inc., 5.750%,
                 dated 9/30/1996, due 10/1/1996
125,000,000
  130,000,000    UBS Securities, Inc., 5.700%, dated 9/30/1996, due
10/1/1996                          130,000,000
                   TOTAL REPURCHASE AGREEMENTS
2,119,975,000
                   TOTAL INVESTMENTS (AT AMORTIZED COST)(D)
$ 2,661,407,488
</TABLE>


(a) The issue shows the rate of discount at time of purchase.

(b) The repurchase agreements are fully collateralized by U.S. Treasury
    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.

(c) Although final maturity falls beyond seven days, a liquidity feature is
    included in each transaction to permit termination of the repurchase
    agreement within seven days if the creditworthiness of the issuer is
    downgraded.

(d) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($2,660,938,561) at September 30, 1996.

The following acronyms are used throughout this portfolio:

LLC -- Limited Liability Corporation
LP -- Limited Partnership
    
(See Notes which are an integral part of the Financial Statements)

TRUST FOR U.S. TREASURY OBLIGATIONS
STATEMENT OF ASSETS AND LIABILITIES
   
SEPTEMBER 30, 1996
<TABLE>
<S>                                                                   <C>
<C>
 ASSETS:
 Investments in repurchase agreements                              $
2,119,975,000
 Investments in securities
541,432,488
 Total investments, at amortized cost and value
$2,661,407,488
 Cash
5,455,614
 Income receivable
6,201,018
 Receivable for shares sold
34,196
   Total assets
2,673,098,316
 LIABILITIES:
 Payable for shares redeemed                                       $
2,685,256
 Income distribution payable
9,184,045
 Accrued expenses
290,454
   Total liabilities
12,159,755
 NET ASSETS for 2,660,938,561 shares outstanding
$2,660,938,561
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 $2,660,938,561 / 2,660,938,561 shares outstanding
$1.00
</TABLE>

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

TRUST FOR U.S. TREASURY OBLIGATIONS
STATEMENT OF OPERATIONS
   
YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<S>                                                                <C>
<C>            <C>
 INVESTMENT INCOME:
 Interest
$ 155,092,807
 EXPENSES:
 Investment advisory fee
$11,252,925
 Administrative personnel and services fee
2,127,329
 Custodian fees
274,495
 Transfer and dividend disbursing agent fees and expenses
225,450
 Directors'/Trustees' fees
29,500
 Auditing fees
15,500
 Legal fees
65,426
 Portfolio accounting fees
138,042
 Shareholder services fee
7,033,078
 Share registration costs
30,565
 Insurance premiums
30,000
 Taxes
100,299
 Miscellaneous
7,796
   Total expenses
21,330,405
 Waivers --
   Waiver of investment advisory fee
$(2,913,538)
   Waiver of shareholder services fee
(5,626,462)
     Total waivers
(8,540,000)
       Net expenses
12,790,405
         Net investment income
$ 142,302,402
</TABLE>

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

TRUST FOR U.S. TREASURY OBLIGATIONS
STATEMENT OF CHANGES IN NET ASSETS
   
<TABLE>
<CAPTION>

YEAR ENDED

SEPTEMBER 30,

1996                 1995
<S>                                                                  <C>
<C>
 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS--
 Net investment income                                                 $
142,302,402        $  172,627,365
 DISTRIBUTIONS TO SHAREHOLDERS--
 Distributions from net investment income
(142,302,402)         (172,627,365)
 SHARE TRANSACTIONS--
 Proceeds from sale of shares
11,099,679,061        13,858,475,723
 Net asset value of shares issued to shareholders in payment of
 distributions declared
19,082,696            23,428,471
 Cost of shares redeemed
(11,489,070,024)      (15,502,314,561)
   Change in net assets resulting from share transactions
(370,308,267)       (1,620,410,367)
   Change in net assets
(370,308,267)       (1,620,410,367)
 NET ASSETS:
 Beginning of period
3,031,246,828         4,651,657,195
 End of period                                                       $
2,660,938,561      $  3,031,246,828
</TABLE>

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

TRUST FOR U.S. TREASURY OBLIGATIONS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996

1. ORGANIZATION

Trust for U.S. Treasury Obligations (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The investment objective of the
Trust is stability of principal and current income consistent with
stability
of principal.

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.

   INVESTMENT VALUATIONS -- The Trust's use of the amortized cost method to
   value this portfolio securities is 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 price to be paid under 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 the 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.

TRUST FOR U.S. TREASURY OBLIGATIONS

   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.

   USE OF ESTIMATES -- The preparation of financial statements in
conformity
   with generally accepted accounting principles requires management to
make
   estimates and assumptions that affect the amounts of assets,
liabilities,
   expenses and revenues reported in the financial statements. Actual
results
   could differ from those estimated.

   OTHER -- Investment transactions are accounted for on the trade date.

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).

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>

YEAR ENDED

SEPTEMBER 30,

1996                   1995
<S>                                                                 <C>
<C>
 Shares sold
11,099,679,061        13,858,475,723
 Shares issued to shareholders in payment of
 distributions declared
19,082,696            23,428,471
 Shares redeemed
(11,489,070,024)      (15,502,314,561)
   Net change resulting from share transactions
(370,308,267)       (1,620,410,367)
</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 0.40% 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 exceed 0.45% of
   average daily net assets of the Trust.

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

TRUST FOR U.S. TREASURY OBLIGATIONS
   
   SHAREHOLDER SERVICES FEE -- Under the terms of a Shareholder Services
   Agreement with Federated Shareholder Services ("FSS"), the Trust will
pay
   FSS up to 0.25% of the average daily net assets of the Trust shares for
the
   period. The fee paid to FSS is used to finance 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 AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES -- FServ,
through
   its subsidiary, Federated Shareholder Services Company ("FSSC"), serves
as
   transfer and dividend disbursing agent for the Trust. The fee paid to
FSSC
   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.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees of
TRUST FOR U.S. TREASURY OBLIGATIONS:
   
We have audited the accompanying statement of assets and liabilities of
Trust for U.S. Treasury Obligations (a Massachusetts business trust),
including the schedule of portfolio investments, as of September 30, 1996,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and the financial highlights (see page 2 of the prospectus) for
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 as of September 30, 1996, by correspondence with the
custodian. 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, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Trust for U.S. Treasury Obligations as of September 30, 1996, the results of
its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights
for the periods presented, in conformity with generally accepted accounting
principles.

                                                        ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
October 25, 1996
    
ADDRESSES

Trust for U.S. Treasury Obligations
                                             Federated Investors Tower
                                             Pittsburgh, PA 15222-3779

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

Investment Adviser
                  Federated Research         Federated Investors Tower
                                             Pittsburgh, PA 15222-3779

Custodian
                  State Street Bank and      P.O. Box 8600
                  Trust Company              Boston, MA 02266-8600
   
Transfer Agent and Dividend Disbursing Agent
                  Federated Shareholder      P.O. Box 8600
                  Services Company           Boston, MA 02266-8600
    
Independent Public Accountants
                  Arthur Andersen LLP        2100 One PPG Place
                                             Pittsburgh, PA 15222

TRUST FOR U.S. TREASURY OBLIGATIONS

Prospectus

An Open-End, Management
Investment Company
   
Prospectus dated November 30, 1996
    
Federated Investors

[Graphic]

Federated Investors Tower
Pittsburgh, PA 15222-3779

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

[Graphic]
   
Cusip 898334107
8110114A (11/96)
    


   
TRUST FOR U.S. TREASURY OBLIGATIONS

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus
of Trust for U.S. Treasury Obligations (the "Trust") dated November 30,
1996. This Statement is not a prospectus. You may request a copy of a
prospectus or a paper copy of this Statement, if you have received it
electronically, free of charge by calling 1-800-341-7400.

<Graphic>

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

Statement dated November 30, 1996

Federated Investors

Federated Investors Tower
Pittsburgh, PA 15222-3779

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

Cusip 898334107
8110114B (11/96)
    

   
TABLE OF CONTENTS

INVESTMENT POLICIES                               1
  When-Issued and Delayed Delivery Transactions   1
  Repurchase Agreements                           1
INVESTMENT LIMITATIONS                            1
  Selling Short and Buying on Margin              1
  Borrowing Money                                 1
  Pledging Assets                                 1
  Lending Cash or Securities                      1
  Investing in Commodities                        1
  Investing in Real Estate                        1
  Underwriting                                    1                 
  Investing in Restricted Securities              2   
  Investing in Illiquid Securities                2
  Investing in Securities of Other
     Investment Companies                         2
  Investing in New Issuers                        2
  Investing for Control                           2
  Investing in Issuers Whose Securities
     are Owned by Officers and Trustees           2
  Investing in Options                            2
  Investing in Minerals                           2
  Regulatory Compliance                           2
TRUST FOR U.S. TREASURY OBLIGATIONS MANAGEMENT    3
  Share Ownership                                 7
  Trustees Compensation                           7
  Trustee Liability                               8
INVESTMENT ADVISORY SERVICES                      8
  Investment Adviser                              8
  Advisory Fees                                   8
BROKERAGE TRANSACTIONS                            8
OTHER SERVICES                                    9
  Trust Administration                            9
  Custodian and Portfolio Accountant              9
  Transfer Agent                                  9
  Independent Public Accountants                  9
SHAREHOLDER SERVICES AGREEMENT                    9
DETERMINING NET ASSET VALUE                       9
REDEMPTION IN KIND                               10
MASSACHUSETTS PARTNERSHIP LAW                    10
THE TRUST'S TAX STATUS                           10
PERFORMANCE INFORMATION                          10
  Yield                                          10
  Effective Yield                                11
  Total Return                                   11
  Performance Comparisons                        11
  Economic and Market Information                11
ABOUT FEDERATED INVESTORS                        11
  Mutual Fund Market                             12
  Institutional Clients                          12
  Trust Organizations                            12
  Broker/Dealers and Bank Broker/Dealer 
     Subsidiaries                                12

    


INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed
by the Board of Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

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 in a dollar amount sufficient to make payment for the securities to
be
purchased are: segregated on the Trust's records at the trade date; marked
to market daily; and maintained until the transaction is settled. 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.
    

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

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

BORROWING MONEY

The Trust will not borrow money except as a temporary measure for
extraordinary or emergency purposes and then only in amounts not in excess
of 5% of the value of its total assets or in an amount up to one-third of
the value of its total assets including the amount borrowed, in order to
meet redemption requests without immediately selling any portfolio
instruments (any such borrowings under this section will not be
collateralized). This borrowing provision is not for investment leverage
but
solely to facilitate management of the portfolio by enabling the Trust to
meet redemption requests where liquidation of portfolio instruments is
deemed to be inconvenient or disadvantageous. Interest paid by the Trust on
borrowed funds will not be available for investment. While any such
borrowings are outstanding, no portfolio instruments may be purchased by
the
Trust.

PLEDGING ASSETS

The Trust will not pledge portfolio instruments.

LENDING CASH OR SECURITIES

The Trust will not lend any of its assets, except that it may purchase or
hold U.S. Treasury obligations including repurchase agreements as permitted
by its investment objective and policies.

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 COMMODITIES


The Trust will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Trust will not purchase or sell real estate, including limited
partnership interests.

UNDERWRITING

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

The Trust will not invest in securities subject to restrictions on resale
under federal securities law.


INVESTING IN ILLIQUID SECURITIES

The Trust will not invest more than 10% of the value of its net assets in
illiquid securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Trust will not purchase securities of other investment companies,
except
as part of a merger, consolidation, or other acquisition.

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 FOR CONTROL

The Trust will not invest in securities of a company for the purpose of
exercising control or management.

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 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 association 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 determine the effective
maturity of its investments 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.

   
TRUST FOR U.S. TREASURY OBLIGATIONS MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Trust for U.S. Treasury Obligations, 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 or Trustee of the
Funds.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA

Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.

   
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; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.

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.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.

James E. Dowd
571 Hayward Mill Road
Concord, MA

Birthdate: May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or
Trustee of the Funds.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Birthdate: October 11, 1932

Trustee

Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.

Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA

Birthdate: June 18, 1924

Trustee

Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL

Birthdate: March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street
Boston Corporation; Director or Trustee of the Funds.

Gregor F. Meyer
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA

Birthdate: October 6, 1926

Trustee
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA

Birthdate: December 20, 1932

Trustee

President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Birthdate: September 14, 1925

Trustee

Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library
Center, Inc., National Defense University, U.S. Space Foundation and Czech
Management Center; President Emeritus, University of Pittsburgh; Founding
Chairman, National Advisory Council for Environmental Policy and
Technology,
Federal Emergency Management Advisory Board and Czech Management Center;
Director or Trustee of the Funds.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Birthdate: June 21, 1935

Trustee

Public relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee 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.

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 Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds.
Mr. Donahue is the son of John F. Donahue, Chairman and Trustee of the
Company.

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

Executive Vice President

Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Shareholder Services Company; Trustee or Director of some of the
Funds; President, Executive Vice President and Treasurer of some of the
Funds.

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 26, 1938

Executive Vice President, Secretary and Treasurer

Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds; Treasurer of some 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.


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

@ Member of the Executive Committee. The Executive Committee of the Board
  of Trustees handles the responsibilities of the Board between meetings of
  the Board.

   
As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies: 111 Corcoran Funds; Annuity Management
Series; Arrow Funds; Automated Government Money Trust; Blanchard Funds;
Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated
American Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income
Securities, Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Investment Portfolios;
Federated Investment Trust; Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
Federated Municipal Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.

SHARE OWNERSHIP

Officers and Trustees as a group own less than 1% of the Trust's
outstanding
shares.

As of November 5, 1996, the following shareholder(s) of record owned 5% or
more of the outstanding shares of the Trust for U.S. Treasury Obligations:
Corestates Bank, NA, Philadelphia, Pennsylvania, owned approximately
197,351,739 shares (8%) and State Street Bank and Trust, North Quincy
Massachusetts, owned approximately 323,084,748 shares (13.09%).

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                                  54 other investment
                                                      companies in the Fund
                                                      Complex

Thomas G. Bigley++                  $3,743.17         $86,331 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

John T. Conroy, Jr.                 $4,060.93         $115,760 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

William J. Copeland                 $4,060.93         $115,760 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

James E. Dowd                       $4,060.93         $115,760 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Lawrence D. Ellis, M.D.             $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Edward L. Flaherty, Jr.             $4,060.93         $115,760 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Peter E. Madden                     $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Gregor F. Meyer                     $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

John E. Murray, Jr.                 $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Wesley W. Posvar                    $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex

Marjorie P. Smuts                   $3,743.17         $104,898 for the Trust and
Trustee                                               54 other investment
                                                      companies in the Fund
                                                      Complex


 * Information is furnished for the fiscal year ended September 30, 1996.

 # The aggregate compensation is provided for the Trust which is comprised
   of one portfolio.

 + 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
September 30, 1996, 1995, and 1994, the adviser earned $11,252,925,
$13,071,689, and $16,481,623, respectively, of which $2,913,538,
$3,215,820, and $3,025,000, 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. During the
fiscal years ended Septmber 30, 1996, 1995 and 1994, the Trust paid no brokerage
commissions.
    
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 Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described
in the prospectus. From March 1, 1994 to March 1, 1996, Federated
Administrative
Services served as the Trust's Administrator. Prior to March 1, 1994,
Federated Aministrative Services, Inc. served as the Trust's Administrator.
Both former Administrators are subsidiaries of Federated Investors. For
purposes of this Statement of Additional Information, Federated Services
Company, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators." For the fiscal years ended September 30, 1996, 1995,
and 1994, the Administrators earned $2,127,329, $2,473,817, and $2,463,878,
respectively.
    
   
CUSTODIAN AND PORTFOLIO ACCOUNTANT

State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Trust. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Trust's portfolio investments. The fee paid for this service is based
upon the level of the Trust's average net assets for the period plus
out-of-pocket expenses.
    
   
TRANSFER AGENT

Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based on size,
type, number of accounts and transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Trust are Arthur Andersen 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 Board of Trustees expects 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 period ended September 30, 1996, payments in the amount of
$ 7,033,078 were made pursuant to the Shareholder Services Agreement.
    

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%
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 September 30, 1996, was
4.92%.

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 September 30, 1996, was 5.04%.
    

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-year, five-year, and
ten-year periods ended September 30, 1996, were 5.18%, 4.15% and 5.69%,
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:

* 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.

* 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.

* MONEY, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.

* SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities, issued by the U.S. Treasury,
maturing in 30 days.

   
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Trust's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Trust can
compare its performance, or performance for the types of securities in
which it invests, to a variety of other investments, such as bank savings
accounts, certificates of deposit, and Treasury bills.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Trust may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by the Trust portfolio managers and their views and analysis
on how such developments could affect the Funds. In addition, advertising and
sales literature may quote statistics and give general information about
the mutual fund industry, including growth of the industry, from sources such
as the Investment Company Institute.
    

ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making--structured, straightforward,
and consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.

The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders handle
trillions of dollars in annual trading volume.
   
In the 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, 1995, Federated Investors managed
more than $40.2 billion in assets across approximately
47 money market funds, including 17 government, 10 prime and 20 municipal
with assets approximating $20.9 billion, $11.5 billion and $7.8 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 $3 trillion to the more than 5,500 funds
available.*

Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:

INSTITUTIONAL CLIENTS

Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual funds
for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisors. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.

TRUST ORGANIZATIONS

Other institutional clients include close relationships with more than
1,500 banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   
Federated funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by
more wholesalers than any other mutual fund distributor. Federated's
service to financial professionals and institutions has earned it high ratings
in several surveys performed by DALBAR, Inc. DALBAR is recognized as the
industry benchmark for service quality measurement. 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 including
                    Amendments 1, 2 and 3; (1)
               (2)  Conformed Copy of the By-Laws of the Registrant
                    including Amendments 1, 2 and 3; (1)
               (3)  Not applicable;
               (4i) Copy of Specimen Certificate of Shares of Beneficial
                    Interest of the Registrant (prior to changing name to
                    Trust for U.S. Treasury Obligations); (1)
               (4ii)...............Copy of Specimen Certificate of Share of
                    Beneficial Interest of the Registrant; (1)
                (5) Conformed Copy of the Investment Advisory Contract of
                    the Registrant; (1)
                (6) (i)Conformed Copy of the Distributor's Contract; (1)
                    (ii) The Registrant hereby incorporates 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 on Form N-1A filed with the Commission on
                    July 24, 1995. (File Nos. 33-38550 and 811-6269);
                (7) Not applicable;
                (8) Conformed Copy of Custodian Agreement of the Registrant
                    (1);
                (9) (i)Conformed copy of Agreement for Fund Accounting
                    Services, Administrative Services, Transfer Agency
                    Services and Custody Services Procurement of the
                    Registrant +;
                    (ii)The responses described in Item 24(b)(6) are
                    hereby incorporated by reference;
               (10) Conformed Copy of Opinion and Consent of Counsel as to
                    legality of shares being registered; (1)
               (11) Conformed Copy of Consent of Independent Auditors; +
               (12) Not applicable;
               (13) Not applicable;
               (14) Not applicable;
               (15) Not applicable;
               (16) Copy of Schedule for Computation of Trust Performance
                    Data; (1)
               (17) Conformed Copy of Financial Data Schedule; +
               (18) Conformed Copy of Opinion and Consent of Counsel as to
                    availability of Rule 485(b); (1)
               (19)      Conformed Copy of Power of Attorney; +

+     All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Post-   Effective
Amendment No. 27 on Form N-1A filed November 27, 1994.      (File Nos. 2-
49591 and 811-2430)


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 November 5, 1996

          Shares of Beneficial Interest           5,294
          (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 four of the Trustees and one of the
             Officers of the investment adviser are included in Part B of
             this Registration Statement under "Trust For U.S. Treasury
             Obligations 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: Mark L.
             Mallon, William D. Dawson, III, Henry A. Frantzen and
             J. Thomas Madden, Executive Vice Presidents; Henry J.
             Gailliot, Senior Vice President-Economist; Peter R. Anderson,
             Drew J. Collins, Jonathan C. Conley, Mark E. Durbiano, J.
             Alan Minteer, and Mary Jo Ochson, Senior Vice Presidents; J.
             Scott Albrecht, Joseph M. Balestrino, Randall S. Bauer, David
             F. Belton, David A. Briggs, Kenneth J. Cody, Deborah A.
             Cunningham, Alexandre de Bethmann, Michael P. Donnelly, Linda
             A. Duessel, Kathleen M. Foody-Malus, Thomas M. Franks, Edward
             C. Gonzales, James E. Grefenstette, Stephen A. Keen, Mark S.
             Kopinski, Robert M. Kowit, Jeff A Kozemchak, Marian R.
             Marinack, Sandra L. McInerney, Susan M. Nason, Robert J.
             Ostrowski, Charles A. Ritter, Frank Semack, William F. Stotz,
             Tracy P. Stouffer, Edward J. Tiedge, Christopher H. Wiles,
             and Jolanta M. Wysocka, 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 initial
     Registration Statement on Form N-1 filed August 24, 1979.
     (File Nos. 2-65505 and 811-2951)




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:

111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
Government Money Trust; BayFunds; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities,
Inc.; Federated GNMA Trust; Federated Government Income Securities, Inc.;
Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock
Trust; Federated Tax-Free Trust; Federated Total Return Series, Inc.;
Federated U.S. Government Bond Fund; Federated U.S. Government Securities
Fund: 1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years;
Federated U.S. Government Securities Fund: 5-10 Years; Federated Utility
Fund, Inc.; First Priority Funds; Fixed Income Securities, Inc.; High Yield
Cash Trust; Independence One Mutual Funds; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Marshall Funds, Inc.; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument
Funds; SouthTrust Vulcan Funds; Star Funds; Targeted Duration Trust; Tax-
Free Instruments Trust; The Biltmore Funds; The Biltmore Municipal Funds;
The Monitor Funds; The Planters Funds; The Starburst Funds; The Starburst
Funds II; The Virtus Funds; 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; Vision Group of
Funds, Inc.; andWorld 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              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 Vice
Federated Investors Tower President, Federated,
Pittsburgh, PA 15222-3779 Securities Corp.

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

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

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices       Positions and Offices
 Business Address            With Underwriter            With Registrant
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

Dale R. Browne            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

R. Leonard Corton, 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

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices       Positions and Offices
 Business Address            With Underwriter               With Registrant
Mark D. Fisher            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

John K. Goettlicher       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

James E. Hickey           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy         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


Thomas A. Peters III      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

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices         Positions and Offices
 Business Address            With Underwriter               With Registrant
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

Edward L. Smith           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

Richard Suder             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

Miles J. Wallace          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

Edward J. Wojnarowski     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

Edward R. Bozek           Assistant 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

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices         Positions and Offices
 Business Address            With Underwriter               With Registrant


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

Leslie K. Platt           Assistant Secretary,         --
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 Shareholder         Federated Investors Tower
          Services Company              Pittsburgh, PA 15222-3779
          (`Transfer Agent,Dividend
          Disbursing Agent and Portfolio
          Recordkeeper')

          Federated Administrative Services  Federated Investors Tower
          (`Administrator'')            Pittsburgh, PA 15222-3779

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

          State Street Bank
          and Trust Company             c/o Federated Shareholder
          (`Custodian'')                Services Company
                                        P.O. Box 8600
                                        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, 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, TRUST FOR U.S. TREASURY
OBLIGATIONS, 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 22nd day of November, 1996.

                    TRUST FOR U.S. TREASURY OBLIGATIONS
               BY: /s/ S. Elliott Cohan
               S. Elliott Cohan,  Assistant Secretary
               Attorney in Fact for John F. Donahue
               November 22, 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/ S. Elliott Cohan
   S. Elliott Cohan         Attorney In Fact      November 22, 1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Glen R. Johnson*            President

John W. McGonigle*          Executive Vice President and 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

* By Power of Attorney






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



                            ARTHUR ANDERSEN LLP

                         Pittsburgh, Pennsylvania







                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


   As independent public accountants, we hereby consent to the use in Post-
Effective Amendment No. 31 to Form N-1A Registration Statement of Trust for
U.S. Treasury Obligations of our report dated October 25, 1996, on the
financial statements as of September 30, 1996, included in or made a part
of this registration statement.



By: ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania,
November 22, 1996




                                                 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 TRUST FOR U.S. TREASURY
OBLIGATIONS, and the Deputy General Counsel of Federated Services Company,
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
therewith, 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 therewith, 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        Chairman                    November 1, 1996
John F. Donahue            and Trustee
                           (Chief Executive Officer)

/s/Glen R. Johnson         President                   November 1, 1996
Glen R. Johnson
/s/John W. McGonigle       Treasurer and Executive     November 1, 1996
John W. McGonigle          Vice President
                           (Principal Financial and
                           Accounting Officer)

/s/ Thomas G. Bigley       Trustee                     November 1, 1996
Thomas G. Bigley

/s/ John T. Conroy, Jr.    Trustee                     November 1, 1996
John T. Conroy, Jr.

/s/ William J. Copeland    Trustee                     November 1, 1996
William J. Copeland

/s/ James E. Dowd          Trustee                     November 1, 1996
James E. Dowd

/s/ Lawrence D. Ellis, M.D.   Trustee                  November 1, 1996
Lawrence D. Ellis, M.D.

/s/ Edward L. Flaherty, Jr.   Trustee                  November 1, 1996
Edward L. Flaherty, Jr.

/s/ Peter E. Madden           Trustee                  November 1, 1996
Peter E. Madden

/s/ Gregor F. Meyer           Trustee                  November 1, 1996
Gregor F. Meyer
/s/ John E. Murray            Trustee                  November 1, 1996
John E. Murray

/s/ Wesley W. Posvar          Trustee                  November 1, 1996
Wesley W. Posvar

/s/ Marjorie P. Smuts         Trustee                  November 1, 1996
Marjorie P. Smuts

Sworn to and subscribed before me this 1st day of November, 1996.

/s/ Marie M. Hamm
Notary Public




                                        Exhibit 9(i) under Form N-1A
                                  Exhibit 10 under Item 601/Reg. S-K

                                 AGREEMENT
                                    FOR
                         FUND ACCOUNTING SERVICES,
                         ADMINISTRATIVE SERVICES,
                         TRANSFER AGENCY SERVICES
                                    AND
                       CUSTODY SERVICES PROCUREMENT

  AGREEMENT made as of March 1, 1996, by and between those investment
companies listed on Exhibit 1 as may be amended from time to time, having
their principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the `Investment Company''), on behalf of the
portfolios (individually referred to herein as a `Fund'' and collectively
as `Funds'') of the Investment Company, and FEDERATED SERVICES COMPANY, a
Pennsylvania corporation, having its principal office and place of business
at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on behalf
of itself and its subsidiaries (the `Company'').
  WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the `1940 Act''), with authorized and issued shares of capital stock or
beneficial interest (`Shares'');
  WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined)
including certain pricing, accounting and recordkeeping services for each
of the Funds, including any classes of shares issued by any Fund
(`Classes'') if so indicated on Exhibit 1, and the Company desires to
accept such appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein
defined), if so indicated on Exhibit, and the Company desires to accept
such appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer
agency services (as herein defined) if so indicated on Exhibit 1, and agent
in connection with certain other activities, and the Company desires to
accept such appointment; and
  WHEREAS, the Investment Company may desire to appoint the Company as its
agent to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the
Company desires to accept such appointment; and
  NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION ONE: FUND ACCOUNTING.
ARTICLE 1.  APPOINTMENT.
  The Investment Company hereby appoints the Company to provide certain
pricing and accounting services to the Funds, and/or the Classes, for the
period and on the terms set forth in this Agreement. The Company accepts
such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Article 3 of this Section.
ARTICLE 2.  THE COMPANY'S DUTIES.
  Subject to the supervision and control of the Investment Company's Board
of Trustees or Directors (`Board''), the Company will assist the
Investment Company with regard to fund accounting for the Investment
Company, and/or the Funds, and/or the Classes, and in connection therewith
undertakes to perform the following specific services;
  A.  Value the assets of the Funds using: primarily, market quotations,
      including the use of matrix pricing, supplied by the independent
      pricing services selected by the Company in consultation with the
      adviser, or sources selected by the adviser, and reviewed by the
      board; secondarily, if a designated pricing service does not provide
      a price for a security which the Company believes should be
      available by market quotation, the Company may obtain a price by
      calling brokers designated by the investment adviser of the fund
      holding the security, or if the adviser does not supply the names of
      such brokers, the Company will attempt on its own to find brokers to
      price those securities; thirdly, for securities for which no market
      price is available, the Pricing Committee of the Board will
      determine a fair value in good faith. Consistent with Rule 2a-4 of
      the 40 Act, estimates may be used where necessary or appropriate.
      The Company's obligations with regard to the prices received from
      outside pricing services and designated brokers or other outside
      sources, is to exercise reasonable care in the supervision of the
      pricing agent. The Company is not the guarantor of the securities
      prices received from such agents and the Company is not liable to
      the Fund for potential errors in valuing a Fund's assets or
      calculating the net asset value per share of such Fund or Class when
      the calculations are based upon such prices. All of the above
      sources of prices used as described are deemed by the Company to be
      authorized sources of security prices. The Company provides daily to
      the adviser the securities prices used in calculating the net asset
      value of the fund, for its use in preparing exception reports for
      those prices on which the adviser has comment. Further, upon receipt
      of the exception reports generated by the adviser, the Company
      diligently pursues communication regarding exception reports with
      the designated pricing agents;
  B.  Determine the net asset value per share of each Fund and/or Class,
      at the time and in the manner from time to time determined by the
      Board and as set forth in the Prospectus and Statement of Additional
      Information (``Prospectus') of each Fund;
  C.  Calculate the net income of each of the Funds, if any;
  D.  Calculate realized capital gains or losses of each of the Funds
      resulting from sale or disposition of assets, if any;
  E.  Maintain the general ledger and other accounts, books and financial
      records of the Investment Company, including for each Fund, and/or
      Class, as required under Section 31(a) of the 1940 Act and the Rules
      thereunder in connection with the services provided by the Company;
  F.  Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
      the records to be maintained by Rule 31a-1 under the 1940 Act in
      connection with the services provided by the Company. The Company
      further agrees that all such records it maintains for the Investment
      Company are the property of the Investment Company and further
      agrees to surrender promptly to the Investment Company such records
      upon the Investment Company's request;
  G.  At the request of the Investment Company, prepare various reports or
      other financial documents in accordance with generally accepted
      accounting principles as required by federal, state and other
      applicable laws and regulations; and
  H.  Such other similar services as may be reasonably requested by the
      Investment Company.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section
One, shall hereafter be referred to as `Fund Accounting Services.''
ARTICLE 3.  COMPENSATION AND ALLOCATION OF EXPENSES.
  A.  The Funds will compensate the Company for Fund Accounting Services
      in accordance with the fees agreed upon from time to time between
      the parties hereto. Such fees do not include out-of-pocket
      disbursements of the Company for which the Funds shall reimburse the
      Company. Out-of-pocket disbursements shall include, but shall not be
      limited to, the items agreed upon between the parties from time to
      time.
  B.  The Fund and/or the Class, and not the Company, shall bear the cost
      of: custodial expenses; membership dues in the Investment Company
      Institute or any similar organization; transfer agency expenses;
      investment advisory expenses; costs of printing and mailing stock
      certificates, Prospectuses, reports and notices; administrative
      expenses; interest on borrowed money; brokerage commissions; taxes
      and fees payable to federal, state and other governmental agencies;
      fees of Trustees or Directors of the Investment Company; independent
      auditors expenses; legal and audit department expenses billed to the
      Company for work performed related to the Investment Company, the
      Funds, or the Classes; law firm expenses; organizational expenses;
      or other expenses not specified in this Article 3 which may be
      properly payable by the Funds and/or Classes.
  C.  The compensation and out-of-pocket expenses attributable to the Fund
      shall be accrued by the Fund and shall be paid to the Company no
      less frequently than monthly, and shall be paid daily upon request
      of the Company. The Company will maintain detailed information about
      the compensation and out-of-pocket expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
  E.  The fee for the period from the effective date of this Agreement
      with respect to a Fund or a Class to the end of the initial month
      shall be prorated according to the proportion that such period bears
      to the full month period. Upon any termination of this Agreement
      before the end of any month, the fee for such period shall be
      prorated according to the proportion which such period bears to the
      full month period. For purposes of determining fees payable to the
      Company, the value of the Fund's net assets shall be computed at the
      time and in the manner specified in the Fund's Prospectus.
  F.  The Company, in its sole discretion, may from time to time
      subcontract to, employ or associate with itself such person or
      persons as the Company may believe to be particularly suited to
      assist it in performing Fund Accounting Services. Such person or
      persons may be affiliates of the Company, third-party service
      providers, or they may be officers and employees who are employed by
      both the Company and the Investment Company; provided, however, that
      the Company shall be as fully responsible to each Fund for the acts
      and omissions of any such subcontractor as it is for its own acts
      and omissions. The compensation of such person or persons shall be
      paid by the Company and no obligation shall be incurred on behalf of
      the Investment Company, the Funds, or the Classes in such respect.
SECTION TWO:  ADMINISTRATIVE SERVICES.
ARTICLE 4.  APPOINTMENT.
  The Investment Company hereby appoints the Company as Administrator for
the period on the terms and conditions set forth in this Agreement. The
Company hereby accepts such appointment and agrees to furnish the services
set forth in Article 5 of this Agreement in return for the compensation set
forth in Article 9 of this Agreement.
ARTICLE 5.  THE COMPANY'S DUTIES.
  As Administrator, and subject to the supervision and control of the
Board and in accordance with Proper Instructions (as defined hereafter)
from the Investment Company, the Company will provide facilities,
equipment, and personnel to carry out the following administrative services
for operation of the business and affairs of the Investment Company and
each of its portfolios:
  A.  prepare, file, and maintain the Investment Company's governing
      documents and any amendments thereto, including the Charter (which
      has already been prepared and filed), the By-laws and minutes of
      meetings of the Board and Shareholders;
  B.  prepare and file with the Securities and Exchange Commission and the
      appropriate state securities authorities the registration statements
      for the Investment Company and the Investment Company's shares and
      all amendments thereto, reports to regulatory authorities and
      shareholders, prospectuses, proxy statements, and such other
      documents all as may be necessary to enable the Investment Company
      to make a continuous offering of its shares;
  C.  prepare, negotiate, and administer contracts (if any) on behalf of
      the Investment Company with, among others, the Investment Company's
      investment advisers and distributors, subject to any applicable
      restrictions of the Board or the 1940 Act;
  D.  calculate performance data of the Investment Company for
      dissemination to information services covering the investment
      company industry;
  E.  prepare and file the Investment Company's tax returns;
  F.  coordinate the layout and printing of publicly disseminated
      prospectuses and reports;
  G.  perform internal audit examinations in accordance with a charter to
      be adopted by the Company and the Investment Company;
  H.  assist with the design, development, and operation of the Investment
      Company and the Funds;
  I.  provide individuals reasonably acceptable to the Board for
      nomination, appointment, or election as officers of the Investment
      Company, who will be responsible for the management of certain of
      the Investment Company's affairs as determined by the Investment
      Company's Board; and
  J.  consult with the Investment Company and its Board on matters
      concerning the Investment Company and its affairs.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section
4, shall hereafter be referred to as "Administrative Services."
ARTICLE 6.  RECORDS.
  The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but
not limited to records required by Section 31(a) of the Investment Company
act of  1940 and the rules thereunder, as the same may be amended from time
to time, pertaining to the Administrative Services performed by it and not
otherwise created and maintained by another party pursuant to contract with
the Investment Company.  Where applicable, such records shall be maintained
by the Company for the periods and in the places required by Rule 31a-2
under the 1940 Act.  The books and records pertaining to the Investment
Company which are in the possession of the Company shall be the property of
the Investment Company.  The Investment Company, or the Investment
Company's authorized representatives, shall have access to such books and
records at all times during the Company's normal business hours.  Upon the
reasonable request of the Investment Company, copies of any such books and
records shall be provided promptly by the Company to the Investment Company
or the Investment Company's authorized representatives.
ARTICLE 7.  DUTIES OF THE FUND.
     The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all
applicable requirements the 1940 Act, the Internal Revenue Code, and any
other laws, rules and regulations of government authorities having
jurisdiction.
ARTICLE 8.  EXPENSES.
  The Company shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient to
provide the Administrative Services to the Investment Company, including
the compensation of the Company employees who serve as trustees or
directors or officers of the Investment Company.  The Investment Company
shall be responsible for all other expenses incurred by the Company on
behalf of the Investment Company, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, or other
professional services, organizational expenses, insurance premiums, fees
payable to persons who are not the Company's employees, trade association
dues, and other expenses properly payable by the Funds and/or the Classes.
ARTICLE 9.  COMPENSATION.
  For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation
for its services rendered hereunder an administrative fee at an annual rate
per Fund, as specified below.
  The compensation and out of pocket expenses attributable to the Fund
shall be accrued by the Fund and paid to the Company no less frequently
than monthly, and shall be paid daily upon request of the Company.  The
Company will maintain detailed information about the compensation and out
of pocket expenses by the Fund.
          MAX. ADMIN.       AVERAGE DAILY NET ASSETS
             FEE                OF THE FUNDS
            .150%           on the first $250 million
            .125%           on the next $250 million
            .100%           on the next $250 million
            .075%           on assets in excess of $750 million
    (Average Daily Net Asset break-points are on a complex-wide basis)

  However, in no event shall the administrative fee received during any
year of the Agreement be less than, or be paid at a rate less than would
aggregate $125,000 per Fund and $30,000 per Class. The minimum fee set
forth above in this Article 9 may increase annually upon each March 1
anniversary of this Agreement over the minimum fee during the prior 12
months, as calculated under this agreement, in an amount equal to the
increase in  Pennsylvania Consumer Price Index (not to exceed 6% annually)
as last reported by the U.S. Bureau of Labor Statistics for the twelve
months immediately preceding such anniversary.
ARTICLE 10.  RESPONSIBILITY OF ADMINISTRATOR.
  A.  The Company shall not be liable for any error of judgment or mistake
      of law or for any loss suffered by the Investment Company in
      connection with the matters to which this Agreement relates, except
      a loss resulting from willful misfeasance, bad faith or gross
      negligence on its part in the performance of its duties or from
      reckless disregard by it of its obligations and duties under this
      Agreement.  The Company shall be entitled to rely on and may act
      upon advice of counsel (who may be counsel for the Investment
      Company) on all matters, and shall be without liability for any
      action reasonably taken or omitted pursuant to such advice.  Any
      person, even though also an officer, director, trustee, partner,
      employee or agent of the Company, who may be or become an officer,
      director, trustee, partner, employee or agent of the Investment
      Company, shall be deemed, when rendering services to the Investment
      Company or acting on any business of the Investment Company (other
      than services or business in connection with the duties of the
      Company hereunder) to be rendering such services to or acting solely
      for the Investment Company and not as an officer, director, trustee,
      partner, employee or agent or one under the control or direction of
      the Company even though paid by the Company.
  B.  The Company shall be kept indemnified by the Investment Company and
      be without liability for any action taken or thing done by it in
      performing the Administrative Services in accordance with the above
      standards.  In order that the indemnification provisions contained
      in this Article 10 shall apply, however, it is understood that if in
      any case the Investment Company may be asked to indemnify or hold
      the Company harmless, the Investment Company shall be fully and
      promptly advised of all pertinent facts concerning the situation in
      question, and it is further understood that the Company will use all
      reasonable care to identify and notify the Investment Company
      promptly concerning any situation which presents or appears likely
      to present the probability of such a claim for indemnification
      against the Investment Company.  The Investment Company shall have
      the option to defend the Company against any claim which may be the
      subject of this indemnification.  In the event that the Investment
      Company so elects, it will so notify the Company and thereupon the
      Investment Company shall take over complete defense of the claim,
      and the Company shall in such situation initiate no further legal or
      other expenses for which it shall seek indemnification under this
      Article.  the Company shall in no case confess any claim or make any
      compromise in any case in which the Investment Company will be asked
      to indemnify the Company except with the Investment Company's
      written consent.
SECTION THREE: TRANSFER AGENCY SERVICES.
ARTICLE 11.  TERMS OF APPOINTMENT.
  Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints the Company to act as, and the Company
agrees to act as, transfer agent and dividend disbursing agent for each
Fund's Shares, and agent in connection with any accumulation, open-account
or similar plans provided to the shareholders of any Fund
(`Shareholder(s)''), including without limitation any periodic investment
plan or periodic withdrawal program.
ARTICLE 12.  DUTIES OF THE COMPANY.
  The Company shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the Investment
Company as to any Fund:
  A.  Purchases
      (1)  The Company shall receive orders and payment for the purchase
           of shares and promptly deliver payment and appropriate
           documentation therefore to the custodian of the relevant Fund,
           (the ``Custodian'). The Company shall notify the Fund and the
           Custodian on a daily basis of the total amount of orders and
           payments so delivered.
      (2)  Pursuant to purchase orders and in accordance with the Fund's
           current Prospectus, the Company shall compute and issue the
           appropriate number of Shares of each Fund and/or Class and hold
           such Shares in the appropriate Shareholder accounts.
      (3)  For certificated Funds and/or Classes, if a Shareholder or its
           agent requests a certificate, the Company, as Transfer Agent,
           shall countersign and mail by first class mail, a certificate
           to the Shareholder at its address as set forth on the transfer
           books of the Funds, and/or Classes, subject to any Proper
           Instructions regarding the delivery of certificates.
      (4)  In the event that any check or other order for the purchase of
           Shares of the Fund and/or Class is returned unpaid for any
           reason, the Company shall debit the Share account of the
           Shareholder by the number of Shares that had been credited to
           its account upon receipt of the check or other order, promptly
           mail a debit advice to the Shareholder, and notify the Fund
           and/or Class of its action. In the event that the amount paid
           for such Shares exceeds proceeds of the redemption of such
           Shares plus the amount of any dividends paid with respect to
           such Shares, the Fund and/the Class or its distributor will
           reimburse the Company on the amount of such excess.
  B.  Distribution
      (1)  Upon notification by the Funds of the declaration of any
           distribution to Shareholders, the Company shall act as Dividend
           Disbursing Agent for the Funds in accordance with the
           provisions of its governing document and the then-current
           Prospectus of the Fund. The Company shall prepare and mail or
           credit income, capital gain, or any other payments to
           Shareholders. As the Dividend Disbursing Agent, the Company
           shall, on or before the payment date of any such distribution,
           notify the Custodian of the estimated amount required to pay
           any portion of said distribution which is payable in cash and
           request the Custodian to make available sufficient funds for
           the cash amount to be paid out. The Company shall reconcile the
           amounts so requested and the amounts actually received with the
           Custodian on a daily basis. If a Shareholder is entitled to
           receive additional Shares by virtue of any such distribution or
           dividend, appropriate credits shall be made to the
           Shareholder's account, for certificated Funds and/or Classes,
           delivered where requested; and
      (2)  The Company shall maintain records of account for each Fund and
           Class and advise the Investment Company, each Fund and Class
           and its Shareholders as to the foregoing.
  C.  Redemptions and Transfers
      (1)  The Company shall receive redemption requests and redemption
           directions and, if such redemption requests comply with the
           procedures as may be described in the Fund Prospectus or set
           forth in Proper Instructions, deliver the appropriate
           instructions therefor to the Custodian. The Company shall
           notify the Funds on a daily basis of the total amount of
           redemption requests processed and monies paid to the Company by
           the Custodian for redemptions.
      (2)  At the appropriate time upon receiving redemption proceeds from
           the Custodian with respect to any redemption, the Company shall
           pay or cause to be paid the redemption proceeds in the manner
           instructed by the redeeming Shareholders, pursuant to
           procedures described in the then-current Prospectus of the
           Fund.
      (3)  If any certificate returned for redemption or other request for
           redemption does not comply with the procedures for redemption
           approved by the Fund, the Company shall promptly notify the
           Shareholder of such fact, together with the reason therefor,
           and shall effect such redemption at the price applicable to the
           date and time of receipt of documents complying with said
           procedures.
      (4)  The Company shall effect transfers of Shares by the registered
           owners thereof.
      (5)  The Company shall identify and process abandoned accounts and
           uncashed checks for state escheat requirements on an annual
           basis and report such actions to the Fund.
  D.  Recordkeeping
      (1)  The Company shall record the issuance of Shares of each Fund,
           and/or Class, and maintain pursuant to applicable rules of the
           Securities and Exchange Commission (``SEC') a record of the
           total number of Shares of the Fund and/or Class which are
           authorized, based upon data provided to it by the Fund, and
           issued and outstanding. The Company shall also provide the Fund
           on a regular basis or upon reasonable request with the total
           number of Shares which are authorized and issued and
           outstanding, but shall have no obligation when recording the
           issuance of Shares, except as otherwise set forth herein, to
           monitor the issuance of such Shares or to take cognizance of
           any laws relating to the issue or sale of such Shares, which
           functions shall be the sole responsibility of the Funds.
      (2)  The Company shall establish and maintain records pursuant to
           applicable rules of the SEC relating to the services to be
           performed hereunder in the form and manner as agreed to by the
           Investment Company or the Fund to include a record for each
           Shareholder's account of the following:
           (a)  Name, address and tax identification number (and whether
                such number has been certified);
           (b)  Number of Shares held;
           (c)  Historical information regarding the account, including
                dividends paid and date and price for all transactions;
           (d)  Any stop or restraining order placed against the account;
           (e)  Information with respect to withholding in the case of a
                foreign account or an account for which withholding is
                required by the Internal Revenue Code;
           (f)  Any dividend reinvestment order, plan application,
                dividend address and correspondence relating to the
                current maintenance of the account;
           (g)  Certificate numbers and denominations for any Shareholder
                holding certificates;
           (h)  Any information required in order for the Company to
                perform the calculations contemplated or required by this
                Agreement.
      (3)  The Company shall preserve any such records required to be
           maintained pursuant to the rules of the SEC for the periods
           prescribed in said rules as specifically noted below. Such
           record retention shall be at the expense of the Company, and
           such records may be inspected by the Fund at reasonable times.
           The Company may, at its option at any time, and shall forthwith
           upon the Fund's demand, turn over to the Fund and cease to
           retain in the Company's files, records and documents created
           and maintained by the Company pursuant to this Agreement, which
           are no longer needed by the Company in performance of its
           services or for its protection. If not so turned over to the
           Fund, such records and documents will be retained by the
           Company for six years from the year of creation, during the
           first two of which such documents will be in readily accessible
           form. At the end of the six year period, such records and
           documents will either be turned over to the Fund or destroyed
           in accordance with Proper Instructions.
  E.  Confirmations/Reports
      (1)  The Company shall furnish to the Fund periodically the
           following information:
           (a)  A copy of the transaction register;
           (b)  Dividend and reinvestment blotters;
           (c)  The total number of Shares issued and outstanding in each
                state for ``blue sky''purposes as determined according to
                Proper Instructions delivered from time to time by the
                Fund to the Company;
           (d)  Shareholder lists and statistical information;
           (e)  Payments to third parties relating to distribution
                agreements, allocations of sales loads, redemption fees,
                or other transaction- or sales-related payments;
           (f)  Such other information as may be agreed upon from time to
                time.
      (2)  The Company shall prepare in the appropriate form, file with
           the Internal Revenue Service and appropriate state agencies,
           and, if required, mail to Shareholders, such notices for
           reporting dividends and distributions paid as are required to
           be so filed and mailed and shall withhold such sums as are
           required to be withheld under applicable federal and state
           income tax laws, rules and regulations.
      (3)  In addition to and not in lieu of the services set forth above,
           the Company shall:
           (a)  Perform all of the customary services of a transfer agent,
                dividend disbursing agent and, as relevant, agent in
                connection with accumulation, open-account or similar
                plans (including without limitation any periodic
                investment plan or periodic withdrawal program), including
                but not limited to: maintaining all Shareholder accounts,
                mailing Shareholder reports and Prospectuses to current
                Shareholders, withholding taxes on accounts subject to
                back-up or other withholding (including non-resident alien
                accounts), preparing and filing reports on U.S. Treasury
                Department Form 1099 and other appropriate forms required
                with respect to dividends and distributions by federal
                authorities for all Shareholders, preparing and mailing
                confirmation forms and statements of account to
                Shareholders for all purchases and redemptions of Shares
                and other conformable transactions in Shareholder
                accounts, preparing and mailing activity statements for
                Shareholders, and providing Shareholder account
                information; and
           (b)  provide a system which will enable the Fund to monitor the
                total number of Shares of each Fund (and/or Class) sold in
                each state (``blue sky reporting'). The Fund shall by
                Proper Instructions (i) identify to the Company those
                transactions and assets to be treated as exempt from the
                blue sky reporting for each state and (ii) verify the
                classification of transactions for each state on the
                system prior to activation and thereafter monitor the
                daily activity for each state. The responsibility of the
                Company for each Fund's (and/or Class's) state blue sky
                registration status is limited solely to the recording of
                the initial classification of transactions or accounts
                with regard to blue sky compliance and the reporting of
                such transactions and accounts to the Fund as provided
                above.
  F.  Other Duties
      (1)  The Company shall answer correspondence from Shareholders
           relating to their Share accounts and such other correspondence
           as may from time to time be addressed to the Company;
      (2)  The Company shall prepare Shareholder meeting lists, mail proxy
           cards and other material supplied to it by the Fund in
           connection with Shareholder meetings of each Fund; receive,
           examine and tabulate returned proxies, and certify the vote of
           the Shareholders;
      (3)  The Company shall establish and maintain facilities and
           procedures for safekeeping of stock certificates, check forms
           and facsimile signature imprinting devices, if any; and for the
           preparation or use, and for keeping account of, such
           certificates, forms and devices.
ARTICLE 13.  DUTIES OF THE INVESTMENT COMPANY.
  A.  Compliance
      The Investment Company or Fund assume full responsibility for the
      preparation, contents and distribution of their own and/or their
      classes' Prospectus and for complying with all applicable
      requirements of the Securities Act of 1933, as amended (the ``1933
      Act''), the 1940 Act and any laws, rules and regulations of
      government authorities having jurisdiction.
  B.  Share Certificates
      The Investment Company shall supply the Company with a sufficient
      supply of blank Share certificates and from time to time shall renew
      such supply upon request of the Company. Such blank Share
      certificates shall be properly signed, manually or by facsimile, if
      authorized by the Investment Company and shall bear the seal of the
      Investment Company or facsimile thereof; and notwithstanding the
      death, resignation or removal of any officer of the Investment
      Company authorized to sign certificates, the Company may continue to
      countersign certificates which bear the manual or facsimile
      signature of such officer until otherwise directed by the Investment
      Company.
  C.  Distributions
      The Fund shall promptly inform the Company of the declaration of any
      dividend or distribution on account of any Fund's shares.
ARTICLE 14.  COMPENSATION AND EXPENSES.
  A.  Annual Fee
      For performance by the Company pursuant to Section Three of this
      Agreement, the Investment Company and/or the Fund agree to pay the
      Company an annual maintenance fee for each Shareholder account as
      agreed upon between the parties and as may be added to or amended
      from time to time. Such fees may be changed from time to time
      subject to written agreement between the Investment Company and the
      Company. Pursuant to information in the Fund Prospectus or other
      information or instructions from the Fund, the Company may sub-
      divide any Fund into Classes or other sub-components for
      recordkeeping purposes. The Company will charge the Fund the same
      fees for each such Class or sub-component the same as if each were a
      Fund.
  B.  Reimbursements
      In addition to the fee paid under Article 7A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed
      upon between the parties, as may be added to or amended from time to
      time. In addition, any other expenses incurred by the Company at the
      request or with the consent of the Investment Company and/or the
      Fund, will be reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than
      monthly, and shall be paid daily upon request of the Company. The
      Company will maintain detailed information about the compensation
      and out-of-pocket expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
SECTION FOUR: CUSTODY SERVICES PROCUREMENT.
ARTICLE 15.  APPOINTMENT.
  The Investment Company hereby appoints Company as its agent to evaluate
and obtain custody services from a financial institution that (i) meets the
criteria established in Section 17(f) of the 1940 Act and (ii) has been
approved by the Board as eligible for selection by the Company as a
custodian (the `Eligible Custodian''). The Company accepts such
appointment.
ARTICLE 16.  THE COMPANY AND ITS DUTIES.
  Subject to the review, supervision and control of the Board, the Company
shall:
  A. evaluate and obtain custody services from a financial institution
     that meets the criteria established in Section 17(f) of the 1940 Act
     and has been approved by the Board as being eligible for selection by
     the Company as an Eligible Custodian;
  B.  negotiate and enter into agreements with Eligible Custodians for the
      benefit of the Investment Company, with the Investment Company as a
      party to each such agreement. The Company may, as paying agent, be a
      party to any agreement with any such Eligible Custodian;
  C.  establish procedures to monitor the nature and the quality of the
      services provided by Eligible Custodians;
  D.  monitor and evaluate the nature and the quality of services provided
      by Eligible Custodians;
  E.  periodically provide to the Investment Company (i) written reports
      on the activities and services of Eligible  Custodians; (ii) the
      nature and amount of disbursements made on account of the each Fund
      with respect to each custodial agreement; and (iii) such other
      information as the Board shall reasonably request to enable it to
      fulfill its duties and obligations under Sections 17(f) and 36(b) of
      the 1940 Act and other duties and obligations thereof;
  F.  periodically provide recommendations to the Board to enhance
      Eligible Custodian's customer services capabilities and improve upon
      fees being charged to the Fund by Eligible Custodian; and
  The foregoing, along with any additional services that Company shall
agree in writing to perform for the Fund under this Section Four, shall
hereafter be referred to as "Custody Services Procurement."
ARTICLE 17.  FEES AND EXPENSES.
  A.  Annual Fee
      For the performance of Custody Services Procurement by the Company
      pursuant to Section Four of this Agreement, the Investment Company
      and/or the Fund agree to compensate the Company in accordance with
      the fees agreed upon from time to time.
  B.  Reimbursements
      In addition to the fee paid under Section 11A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed
      upon between the parties, as may be added to or amended from time to
      time. In addition, any other expenses incurred by the Company at the
      request or with the consent of the Investment Company and/or the
      Fund, will be reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than
      monthly, and shall be paid daily upon request of the Company. The
      Company will maintain detailed information about the compensation
      and out-of-pocket expenses by Fund.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
ARTICLE 18.  REPRESENTATIONS.
  The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter
into this arrangement and to provide the services contemplated in Section
Four of this Agreement.
SECTION FIVE: GENERAL PROVISIONS.
ARTICLE 19.  PROPER INSTRUCTIONS.
  As used throughout this Agreement, a ``Proper Instruction'' means a
writing signed or initialed by one or more person or persons as the Board
shall have from time to time authorized. Each such writing shall set forth
the specific transaction or type of transaction involved. Oral instructions
will be deemed to be Proper Instructions if (a) the Company reasonably
believes them to have been given by a person previously authorized in
Proper Instructions to give such instructions with respect to the
transaction involved, and (b) the Investment Company, or the Fund, and the
Company promptly cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Investment
Company, or the Fund, and the Company are satisfied that such procedures
afford adequate safeguards for the Fund's assets. Proper Instructions may
only be amended in writing.
ARTICLE 20.  ASSIGNMENT.
  Except as provided below, neither this Agreement nor any of the rights
or obligations under this Agreement may be assigned by either party without
the written consent of the other party.
  A.  This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective permitted successors and assigns.
  B.  With regard to Transfer Agency Services, the Company may without
      further consent on the part of the Investment Company subcontract
      for the performance of Transfer Agency Services with
      (1)  its subsidiary, Federated Shareholder Service Company, a
           Delaware business trust, which is duly registered as a transfer
           agent pursuant to Section 17A(c)(1) of the Securities Exchange
           Act of 1934, as amended, or any succeeding statute (``Section
           17A(c)(1)''); or
      (2)  such other provider of services duly registered as a transfer
           agent under Section 17A(c)(1) as Company shall select.
      The Company shall be as fully responsible to the Investment Company
      for the acts and omissions of any subcontractor as it is for its own
      acts and omissions.
  C.  With regard to Fund Accounting Services, Administrative Services and
      Custody Procurement Services, the Company may without further
      consent on the part of the Investment Company subcontract for the
      performance of such services with Federated Administrative Services,
      a wholly-owned subsidiary of the Company.
  D.  The Company shall upon instruction from the Investment Company
      subcontract for the performance of services under this Agreement
      with an Agent selected by the Investment Company, other than as
      described in B. and C. above; provided, however, that the Company
      shall in no way be responsible to the Investment Company for the
      acts and omissions of the Agent.
ARTICLE 21.  DOCUMENTS.
  A.  In connection with the appointment of the Company under this
      Agreement, the Investment Company shall file with the Company the
      following documents:
      (1)  A copy of the Charter and By-Laws of the Investment Company and
           all amendments thereto;
      (2)  A copy of the resolution of the Board of the Investment Company
           authorizing this Agreement;
      (3)  Specimens of all forms of outstanding Share certificates of the
           Investment Company or the Funds in the forms approved by the
           Board of the Investment Company with a certificate of the
           Secretary of the Investment Company as to such approval;
      (4)  All account application forms and other documents relating to
           Shareholders accounts; and
      (5)  A copy of the current Prospectus for each Fund.
  B.  The Fund will also furnish from time to time the following
      documents:
      (1)  Each resolution of the Board of the Investment Company
           authorizing the original issuance of each Fund's, and/or
           Class's Shares;
      (2)  Each Registration Statement filed with the SEC and amendments
           thereof and orders relating thereto in effect with respect to
           the sale of Shares of any Fund, and/or Class;
      (3)  A certified copy of each amendment to the governing document
           and the By-Laws of the Investment Company;
      (4)  Certified copies of each vote of the Board authorizing officers
           to give Proper Instructions to the Custodian and agents for
           fund accountant, custody services procurement, and shareholder
           recordkeeping or transfer agency services;
      (5)  Specimens of all new Share certificates representing Shares of
           any Fund, accompanied by Board resolutions approving such
           forms;
      (6)  Such other certificates, documents or opinions which the
           Company may, in its discretion, deem necessary or appropriate
           in the proper performance of its duties; and
      (7)  Revisions to the Prospectus of each Fund.
ARTICLE 22.  REPRESENTATIONS AND WARRANTIES.
  A.  Representations and Warranties of the Company
      The Company represents and warrants to the Fund that:
      (1)  it is a corporation duly organized and existing and in good
           standing under the laws of the Commonwealth of Pennsylvania;
       (2) It is duly qualified to carry on its business in each
           jurisdiction where the nature of its business requires such
           qualification, and in the Commonwealth of Pennsylvania;
      (3)  it is empowered under applicable laws and by its Articles of
           Incorporation and By-Laws to enter into and perform this
           Agreement;
      (4)  all requisite corporate proceedings have been taken to
           authorize it to enter into and perform its obligations under
           this Agreement;
      (5)  it has and will continue to have access to the necessary
           facilities, equipment and personnel to perform its duties and
           obligations under this Agreement;
      (6)  it is in compliance with federal securities law requirements
           and in good standing as an administrator and fund accountant;
           and
  B.  Representations and Warranties of the Investment Company
      The Investment Company represents and warrants to the Company that:
      (1)  It is an investment company duly organized and existing and in
           good standing under the laws of its state of organization;
      (2)  It is empowered under applicable laws and by its Charter and
           By-Laws to enter into and perform its obligations under this
           Agreement;
      (3)  All corporate proceedings required by said Charter and By-Laws
           have been taken to authorize it to enter into and perform its
           obligations under this Agreement;
      (4)  The Investment Company is an open-end investment company
           registered under the 1940 Act; and
      (5)  A registration statement under the 1933 Act will be effective,
           and appropriate state securities law filings have been made and
           will continue to be made, with respect to all Shares of each
           Fund being offered for sale.
ARTICLE 23.  STANDARD OF CARE AND INDEMNIFICATION.
  A.  Standard of Care
      With regard to Sections One, Three and Four, the Company shall be
      held to a standard of reasonable care in carrying out the provisions
      of this Contract. The Company shall be entitled to rely on and may
      act upon advice of counsel (who may be counsel for the Investment
      Company) on all matters, and shall be without liability for any
      action reasonably taken or omitted pursuant to such advice, provided
      that such action is not in violation of applicable federal or state
      laws or regulations, and is in good faith and without negligence.
  B.  Indemnification by Investment Company
      The Company shall not be responsible for and the Investment Company
      or Fund shall indemnify and hold the Company, including its
      officers, directors, shareholders and their agents, employees and
      affiliates, harmless against any and all losses, damages, costs,
      charges, counsel fees, payments, expenses and liabilities arising
      out of or attributable to:
      (1)  The acts or omissions of any Custodian, Adviser, Sub-adviser or
           other party contracted by or approved by the Investment Company
           or Fund,
      (2)  The reliance on or use by the Company or its agents or
           subcontractors of information, records and documents in proper
           form which
           (a)  are received by the Company or its agents or
                subcontractors and furnished to it by or on behalf of the
                Fund, its Shareholders or investors regarding the
                purchase, redemption or transfer of Shares and Shareholder
                account information;
           (b)  are received by the Company from independent pricing
                services or sources for use in valuing the assets of the
                Funds; or
           (c)  are received by the Company or its agents or
                subcontractors from Advisers, Sub-advisers or other third
                parties contracted by or approved by the Investment
                Company of Fund for use in the performance of services
                under this Agreement;
           (d)  have been prepared and/or maintained by the Fund or its
                affiliates or any other person or firm on behalf of the
                Investment Company.
      (3)  The reliance on, or the carrying out by the Company or its
           agents or subcontractors of Proper Instructions of the
           Investment Company or the Fund.
      (4)  The offer or sale of Shares in violation of any requirement
           under the federal securities laws or regulations or the
           securities laws or regulations of any state that such Shares be
           registered in such state or in violation of any stop order or
           other determination or ruling by any federal agency or any
           state with respect to the offer or sale of such Shares in such
           state.
           Provided, however, that the Company shall not be protected by
           this Article 23.B. from liability for any act or omission
           resulting from the Company's willful misfeasance, bad faith,
           negligence or reckless disregard of its duties or failure to
           meet the standard of care set forth in 23.A. above.
  C.  Reliance
      At any time the Company may apply to any officer of the Investment
      Company or Fund for instructions, and may consult with legal counsel
      with respect to any matter arising in connection with the services
      to be performed by the Company under this Agreement, and the Company
      and its agents or subcontractors shall not be liable and shall be
      indemnified by the Investment Company or the appropriate Fund for
      any action reasonably taken or omitted by it in reliance upon such
      instructions or upon the opinion of such counsel provided such
      action is not in violation of applicable federal or state laws or
      regulations. The Company, its agents and subcontractors shall be
      protected and indemnified in recognizing stock certificates which
      are reasonably believed to bear the proper manual or facsimile
      signatures of the officers of the Investment Company or the Fund,
      and the proper countersignature of any former transfer agent or
      registrar, or of a co-transfer agent or co-registrar.
  D.  Notification
      In order that the indemnification provisions contained in this
      Article 23 shall apply, upon the assertion of a claim for which
      either party may be required to indemnify the other, the party
      seeking indemnification shall promptly notify the other party of
      such assertion, and shall keep the other party advised with respect
      to all developments concerning such claim. The party who may be
      required to indemnify shall have the option to participate with the
      party seeking indemnification in the defense of such claim. The
      party seeking indemnification shall in no case confess any claim or
      make any compromise in any case in which the other party may be
      required to indemnify it except with the other party's prior written
      consent.
ARTICLE 24.  TERM AND TERMINATION OF AGREEMENT.
  This Agreement shall be effective from March 1, 1996 and shall continue
until February 28, 2003 (`Term').  Thereafter, the Agreement will continue
for 18 month terms.  The Agreement can be terminated by either party upon
18 months notice to be effective as of the end of such 18 month period.  In
the event, however, of willful misfeasance, bad faith, negligence or
reckless disregard of its duties by the Company, the Investment Company has
the right to terminate the Agreement upon 60 days written notice, if
Company has not cured such willful misfeasance, bad faith, negligence or
reckless disregard of its duties within 60 days.  The termination date for
all original or after-added Investment companies which are, or become, a
party to this Agreement. shall be coterminous.  Investment Companies that
merge or dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.
  Should the Investment Company exercise its rights to terminate, all out-
of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund.
Additionally, the Company reserves the right to charge for any other
reasonable expenses associated with such termination. The provisions of
Articles 10 and 23 shall survive the termination of this Agreement.
ARTICLE 25.  AMENDMENT.
  This Agreement may be amended or modified by a written agreement
executed by both parties.
ARTICLE 26.  INTERPRETIVE AND ADDITIONAL PROVISIONS.
  In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that
no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Charter. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
ARTICLE 27.  GOVERNING LAW.
  This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts
ARTICLE 28.  NOTICES.
  Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Investment Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the
Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779,
or to such other address as the Investment Company or the Company may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
ARTICLE 29.  COUNTERPARTS.
     This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
 ARTICLE 30.  LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any
of the Trustees or Shareholders of the Company, but bind only the
appropriate property of the Fund, or Class, as provided in the Declaration
of Trust.
ARTICLE 31.  MERGER OF AGREEMENT.
  This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
ARTICLE 32.  SUCCESSOR AGENT.
  If a successor agent for the Investment Company shall be appointed by
the Investment Company, the Company shall upon termination of this
Agreement deliver to such successor agent at the office of the Company all
properties of the Investment Company held by it hereunder. If no such
successor agent shall be appointed, the Company shall at its office upon
receipt of Proper Instructions deliver such properties in accordance with
such instructions.
  In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or before
the date when such termination shall become effective, then the Company
shall have the right to deliver to a bank or trust company, which is a
`bank'' as defined in the 1940 Act, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by the
Company under this Agreement. Thereafter, such bank or trust company shall
be the successor of the Company under this Agreement.
ARTICLE 33.  FORCE MAJEURE.
  The Company shall have no liability for cessation of services hereunder
or any damages resulting therefrom to the Fund as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
ARTICLE 34.  ASSIGNMENT; SUCCESSORS.
  This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign all
of or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party.
Nothing in this Article 34 shall prevent the Company from delegating its
responsibilities to another entity to the extent provided herein.
ARTICLE 35.  SEVERABILITY.
  In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 36.  LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF
THE INVESTMENT COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of
the Investment Company, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement
are not binding upon any of the Trustees or Shareholders of the Investment
Company, but bind only the property of the Fund, or Class, as provided in
the Declaration of Trust.

  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.


                                   INVESTMENT COMPANIES
                                   (LISTED ON EXHIBIT 1)


                                   By:  /s/ S. Elliott Cohan
                                   S. Elliott Cohan
                                   Assistant Secretary

                                   FEDERATED SERVICES COMPANY

                                   By:  /s/ Thomas J. Ward
                                   Thomas J. Ward
                                   Secretary


                                 EXHIBIT 1
CONTRACT
DATE             INVESTMENT COMPANY
                  Portfolios
                    Classes


March 1, 1996    Trust for U.S. Treasury Obligations



FEDERATED SERVICES COMPANY provides the following services:

FUND ACCOUNTING SERVICES;
ADMINISTRATIVE SERVICES;
TRANSFER AGENCY SERVICES; and
CUSTODY SERVICES PROCUREMENT



<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Trust for U.S. Treasury Obligations            
                                                                               
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Sep-30-1996                                    
<PERIOD-END>                    Sep-30-1996                                    
<INVESTMENTS-AT-COST>           2,661,407,488                                  
<INVESTMENTS-AT-VALUE>          2,661,407,488                                  
<RECEIVABLES>                   6,235,214                                      
<ASSETS-OTHER>                  5,455,614                                      
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  2,673,098,316                                  
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       12,159,755                                     
<TOTAL-LIABILITIES>             12,159,755                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        2,660,938,561                                  
<SHARES-COMMON-STOCK>           2,660,938,561                                  
<SHARES-COMMON-PRIOR>           3,031,246,828                                  
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    2,660,938,561                                  
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               155,092,807                                    
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  12,790,405                                     
<NET-INVESTMENT-INCOME>         142,302,402                                    
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           142,302,402                                    
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       142,302,402                                    
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         11,099,679,061                                 
<NUMBER-OF-SHARES-REDEEMED>     11,489,070,024                                 
<SHARES-REINVESTED>             19,082,696                                     
<NET-CHANGE-IN-ASSETS>          (370,308,267)                                  
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           11,252,925                                     
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 21,330,405                                     
<AVERAGE-NET-ASSETS>            2,813,230,893                                  
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.050                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.050                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.45                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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