FEDERATED SHORT TERM MUNICIPAL TRUST
485BPOS, 1996-08-26
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                                   1933 Act File No. 2-72277
                                   1940 Act File No. 811-3181

                    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.   23      .......................        X
                 --  -----                             --- ---

                   FEDERATED SHORT-TERM MUNICIPAL TRUST


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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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



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

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

                                Copies to:

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




                           CROSS REFERENCE SHEET

     This Amendment to the Registration Statement of FEDERATED SHORT-TERM
MUNICIPAL TRUST, which consists of one portfolio:  Federated Short-Term
Municipal Trust, which is offered in two separate classes of shares,
Institutional Shares and Institutional Service Shares, is comprised of the
following:

PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

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

Item 5.   Management of the Trust..Trust Information; Management of the
                                   Trust; Distribution of (Institutional or
                                   Institutional Service) Shares;
                                   Administration of the Trust;
Item 6.   Capital Stock and Other
            Securities.............Dividends; Capital Gains; Shareholder
                                   Information; Voting Rights; Tax
                                   Information; Federal Income Tax; State
                                   and Local Taxes; Other Classes of
                                   Shares.

Item 7.   Purchase of Securities Being
            Offered................Net Asset Value; Investing in
                                   (Institutional or Institutional Service)
                                   Shares; Share Purchases; Minimum
                                   Investment Required; What Shares Cost;
                                   Certificates and Confirmations.

Item 8.   Redemption or Repurchase.Redeeming (Institutional or
                                   Institutional Service) Shares; Telephone
                                   Redemption; Written Requests; Accounts
                                   With Low Balances.

Item 9.   Pending Legal Proceedings     None.



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

Item 10.  Cover Page...............Cover Page.
Item 11.  Table of Contents........Table of Contents.
Item 12.  General Information and
          History..................General Information About the Trust;
                                   About Federated Investors; Economic and
                                   Market Information.
Item 13.  Investment Objectives and
          Policies.................Investment Objective and
                                   Policies;Acceptable Investments; When
                                   Issued and Delayed Delivery
                                   Transactions;Portfolio Turnover;
                                   Investment Limitations.

Item 14.  Management of the Fund...Trust Management; Trust Ownership;
                                   Trustees' Compensation; Trustee
                                   Liability.

Item 15.  Control Persons and Principal
          Holders of Securities....Not Applicable.

Item 16.  Investment Advisory and Other
          Services.................Investment Advisory Services; Adviser to
                                   the Trust; Advisory Fees; State Expense
                                   Limitations; Other Related Services;
                                   Other Services; Trust Administration;
                                   Custodian and Portfolio Accountant;
                                   Independent Public Accountants; Transfer
                                   Agent.

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..................Purchasing Shares; Distribution Plan
                                   (Institutional Service Shares only) and
                                   Shareholder Services Agreement;
                                   Determining Net Asset Value; Redeeming
                                   Shares; Valuing Municipal Securities;
                                   Use of Amortized Cost; Redemption In
                                   Kind.

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

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

Item 22.  Calculation of Performance
          Data.....................Total Return; Yield; Tax-Equivalent
                                   Yield; Performance Comparisons.

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






   
FEDERATED SHORT-TERM MUNICIPAL TRUST
INSTITUTIONAL SHARES

PROSPECTUS
    
The Institutional Shares offered by this prospectus represent interests in a
diversified portfolio of securities of Federated Short-Term Municipal Trust
(the "Trust"). The Trust is an open-end management investment company (a
mutual fund).

The investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. The Trust pursues this investment
objective by investing in a portfolio of municipal securities with a
dollar-weighted average maturity of less than three years.

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

This prospectus contains the information you should read and know before you
invest in Institutional Shares of the Trust. Keep this prospectus for future
reference.
   
The Trust has also filed a Statement of Additional Information for
Institutional Shares and Institutional Service Shares dated August 31, 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 August 31, 1996

TABLE OF CONTENTS
<TABLE>
<S>                                            <C>
SUMMARY OF TRUST EXPENSES                         1
FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES      2
GENERAL INFORMATION                               3
INVESTMENT INFORMATION                            3
  Investment Objective                            3
  Investment Policies                             3
  Municipal Securities                            5
  Investment Risks                                5
  Investment Limitations                          6
TRUST INFORMATION                                 6
  Management of the Trust                         6
  Distribution of Institutional Shares            7
  Administration of the Trust                     8
NET ASSET VALUE                                   8
INVESTING IN INSTITUTIONAL SHARES                 9
  Share Purchases                                 9
  Minimum Investment Required                     9
  What Shares Cost                                9
  Certificates and Confirmations                 10
  Dividends                                      10
  Capital Gains                                  10
REDEEMING INSTITUTIONAL SHARES                   10
  Telephone Redemption                           10
  Written Requests                               11
  Accounts with Low Balances                     11
SHAREHOLDER INFORMATION                          11
  Voting Rights                                  11
TAX INFORMATION                                  12
  Federal Income Tax                             12
  State and Local Taxes                          12
PERFORMANCE INFORMATION                          13
OTHER CLASSES OF SHARES                          13
FINANCIAL HIGHLIGHTS --
  INSTITUTIONAL SERVICE SHARES                   14
FINANCIAL STATEMENTS 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS         28
ADDRESSES                                        29
</TABLE>

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


                                     ANNUAL OPERATING EXPENSES
                             (As a percentage of average net assets)
<TABLE>
<CAPTION>
<S>                                                                              <C>        <C>
 Management Fee (after waiver)(1)                                                             0.27%
 12b-1 Fee                                                                                    None
 Total Other Expenses                                                                         0.20%
   Shareholder Services Fee (after waiver)(2)                                      0.00%
     Total Operating Expenses(3)                                                              0.47%
</TABLE>


(1) The management fee has been reduced to reflect the waiver of a portion
    of the management fee. The maximum management fee is 0.40%.
(2) The maximum shareholder services fee is 0.25%.
(3) Total Trust operating expenses would have been 0.85% absent the waiver
    of a portion of the management fee and the shareholder services fee.
    
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Trust will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Investing in
Institutional Shares" and "Trust Information." Wire-transferred redemptions
of less than $5,000 may be subject to additional fees.
   
<TABLE>
<CAPTION>
EXAMPLE                                             1 YEAR   3 YEARS   5 YEARS   10 YEARS
<S>                                                <C>      <C>       <C>       <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and
(2) redemption at the end of each time period         $5        $15       $26       $59
</TABLE>

    
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
   
The information set forth in the foregoing table and example relates only to
Institutional Shares of the Trust. The Trust also offers another class of
shares called Institutional Service Shares. Institutional Shares and
Institutional Service Shares are subject to certain of the same expenses;
however, Institutional Service Shares are subject to a 12b-1 fee of up to
0.25%. See "Other Classes of Shares."
    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
 FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES
 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
 Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                   YEAR ENDED JUNE 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                   $10.28   $10.15     $10.37    $10.29    $10.18    $10.14    $10.10    $10.19   $10.24   $10.31
 INCOME FROM
 INVESTMENT
 OPERATIONS
   Net investment
   income                   0.43     0.42       0.40      0.44      0.53      0.60      0.60      0.57     0.54     0.51
   Net realized
   and unrealized
   gain (loss) on
   investments             (0.04)    0.13      (0.22)     0.08      0.11      0.04      0.04     (0.09)   (0.05)   (0.07)
   Total from
   investment
   operations               0.39     0.55       0.18      0.52      0.64      0.64      0.64      0.48     0.49     0.44
 LESS DISTRIBUTIONS
   Distributions from
   net investment
   income                  (0.43)   (0.42)     (0.40)    (0.44)    (0.53)    (0.60)    (0.60)    (0.57)    (0.54)  (0.51)
 NET ASSET VALUE
 END OF PERIOD            $10.24   $10.28     $10.15    $10.37    $10.29    $10.18    $10.14    $10.10    $10.19  $10.24
 TOTAL RETURN(A)            3.82%    5.52%      1.76%     5.11%     6.40%     6.47%     6.54%     4.84%     4.89%   4.37%
 RATIOS TO AVERAGE
 NET ASSETS
   Expenses                 0.47%    0.46%      0.47%     0.46%     0.46%     0.46%     0.47%     0.46%     0.47%   0.47%
   Net investment
   income                   4.14%    4.09%      3.89%     4.21%     5.12%     5.89%     5.94%     5.59%     5.25%   4.95%
   Expense waiver/
   reimbursement(b)         0.25%     --       --        --       --        --         --         --        --       --
 SUPPLEMENTAL DATA
 Net assets, end
 of period
 (000 omitted)          $189,467  $217,713  $316,810  $318,932  $205,101  $142,493  $139,113  $178,978  $315,154  $483,279
 Portfolio turnover           20%       33%       36%       15%       42%       40%       69%       55%       63%       57%
</TABLE>


(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(b) This voluntary expense decrease for the shareholder services fee is
    reflected in both the expense and net investment income ratios shown above.
    
(See Notes which are an integral part of the Financial Statements)
   
Further information about the Trust's performance is contained in the
Trust's Annual Report for the fiscal year ended June 30, 1996, which can be
obtained free of charge.
    
GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated May 8, 1981. On December 15, 1994, the name of
the Trust was changed from Short-Term Municipal Trust to Federated
Short-Term Municipal Trust. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one
portfolio may be offered in separate classes. As of the date of this
prospectus, the Board of Trustees (the "Trustees") has established two
classes of shares of the Trust, known as Institutional Shares and
Institutional Service Shares. This prospectus relates only to Institutional
Shares (the "Shares") of the Trust.

Shares of the Trust are sold primarily to accounts for which financial
institutions act in a fiduciary or agency capacity, or other accounts where
the financial institution maintains master accounts with an aggregate
investment of at least $400 million in certain funds which are advised or
distributed by affiliates of Federated Investors. An investment in the Trust
serves as a convenient means of accumulating an interest in a professionally
managed, diversified portfolio of municipal securities. A minimum initial
investment of $25,000 over a 90-day period is required. The Trust may not be
a suitable investment for retirement plans since it invests in municipal
securities.
   
Shares are currently sold and redeemed at net asset value without a sales
charge imposed by the Trust.
    
INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. Interest income of the Trust that is
exempt from federal regular income tax retains its tax-free status when
distributed to the Trust's shareholders. The Trust attempts to achieve its
investment objective by investing at least 80% of its net assets in a
diversified portfolio of municipal securities or by investing its assets so
that at least 80% of its income will be tax-exempt. While there is no
assurance that the Trust will achieve its investment objective, it endeavors
to do so by following the investment policies described in this prospectus.
The investment objective, and the above investment policy, cannot be changed
without approval of shareholders.

INVESTMENT POLICIES

The investment policies described below may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The municipal securities in which the Trust invests
are:
   
  * debt obligations issued by or on behalf of any state, territory, or
    possession of the United States, including the District of Columbia, or
    any political subdivision of any of these, including industrial development
    bonds, the interest from which is, in the opinion of bond counsel for the
    issuers or in the opinion of officers of the Trust and/or the investment
    adviser to the Trust, exempt from federal regular income tax; and
  * participation interests, as described below, in any of the above
    obligations.
    
AVERAGE MATURITY. The dollar-weighted average maturity of the Trust's
portfolio of municipal securities will be less than three years. For
purposes of determining the dollar-weighted average maturity of the Trust's
portfolio, the maturity of a municipal security will be its ultimate
maturity, unless it is probable that the issuer of the security will take
advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on
which it is probable that the security will be called, refunded, or
redeemed. If the municipal security includes the right to demand payment,
the maturity of the security for purposes of determining the Trust's
dollar-weighted average maturity will be the period remaining until the
principal amount of the security can be recovered by exercising the right to
demand payment.

CHARACTERISTICS. The municipal securities in which the Trust invests are:

  * rated within the three highest ratings for municipal securities by Moody's
    Investors Service, Inc. ("Moody's") (Aaa, Aa or A) or by Standard & Poor's
    Ratings Group ("S&P") (AAA, AA, or A);
   
  * guaranteed at the time of purchase by the U.S. government as to the
    payment of principal and interest, such as Tax Exempt Project Notes;
  * fully collateralized by an escrow of U.S. government or other securities
    acceptable to the Trust's adviser;
  * rated at the time of purchase within Moody's highest short-term municipal
    securities rating (MIG1/VMIG1) or Moody's highest municipal commercial
    paper rating (P-1) or S&P's highest municipal commercial paper rating
    (A-1);
    
  * unrated if, at the time of purchase, longer term municipal securities of
    the issuer are rated A or better by Moody's or S&P or
  * determined by the Trust's investment adviser to be equivalent to municipal
    securities which are rated A or better by Moody's or by S&P.
   
Downgraded securities will be evaluated on a case-by-case basis by the
adviser. The adviser will determine whether or not the security continues to
be an acceptable investment. If not, the security will be sold. The prices
of fixed income securities fluctuate inversely to the direction of interest
rates. A description of the rating categories is contained in the Appendix
to the Statement of Additional Information.
    
PARTICIPATION INTERESTS. The Trust may purchase participation interests from
financial institutions such as commercial banks, savings associations, and
insurance companies. These participation interests give the Trust an
undivided interest in municipal securities. The financial institutions from
which the Trust purchases participation interests frequently provide or
secure irrevocable letters of credit or guarantees to assure that the
participation interests are of high quality. The Trustees will determine
that participation interests meet the prescribed quality standards for the
Trust.

VARIABLE RATE MUNICIPAL SECURITIES. Some of the municipal securities which
the Trust purchases may have variable interest rates. Variable interest
rates are ordinarily based on a published interest rate or interest rate
index or some similar standard, such as the 91-day U.S. Treasury bill rate.
Variable rate municipal securities will be treated as maturing on the date
of the next scheduled adjustment to the interest rate for purposes of
determining the dollar-weighted average maturity of the portfolio.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust may purchase
municipal 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/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.

TEMPORARY INVESTMENTS. From time to time on a temporary basis, when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Trust may invest in short-term temporary investments
which may or may not be exempt from federal income tax. Temporary
investments include: tax-exempt variable and floating rate demand notes;
tax-free commercial paper; other temporary municipal securities; obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities; other debt securities; commercial paper; certificates of
deposit of domestic branches of U.S. banks; and repurchase agreements
(arrangements in which the organization selling the Trust a security agrees
at the time of sale to repurchase it at a mutually agreed upon time and
price).

There are no rating requirements applicable to temporary investments with
the exception of temporary municipal securities which are subject to the
same rating requirements as all other municipal securities in which the
Trust invests. However, the investment adviser will limit temporary
investments to those it considers to be of comparable quality to the
acceptable investments of the Trust.

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

MUNICIPAL SECURITIES

Municipal securities are generally issued to finance public works such as
airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued
to repay outstanding obligations, to raise funds for general operating
expenses, and to make loans to other public institutions and facilities.
Municipal securities include industrial development bonds issued by or on
behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Interest on and principal of revenue
bonds, however, are payable only from the revenue generated by the facility
financed by the bond or other specified sources of revenue. Revenue bonds do
not represent a pledge of credit or create any debt of or charge against the
general revenues of a municipality or public authority. Industrial
development bonds are typically classified as revenue bonds.

INVESTMENT RISKS
Yields on municipal securities depend on a variety of factors, including:
the general conditions of the money market and the taxable and municipal
bond markets; the size of the particular offering; the maturity of the
obligations; and the rating of the issue. The ability of the Trust to
achieve its investment objective also depends on the continuing ability of
the issuers of municipal securities and participation interests, or the
guarantors of either, to meet their obligations for the payment of interest
and principal when due.

INVESTMENT LIMITATIONS

The Trust will not:

  * Invest more than 5% of its total assets in securities of one issuer (except
    cash and cash items and U.S. government obligations); or
  * 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 up to 10% of the value of those assets to secure such borrowings.

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

The Trust will not:

  * commit more than 15% of its net assets to illiquid obligations;
  * invest more than 10% of its total assets in securities subject to
    restrictions on resale; or
  * invest more than 5% of its total assets in industrial development bonds
    of issuers that have a record of less than three years of continuous
    operations.
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. The
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
Management, the Trust's investment adviser (the "Adviser"), subject to
direction by the Trustees. The Adviser continually conducts investment
research and supervision for the Trust and is responsible for the purchase
or sale of portfolio instruments, for which it receives an annual fee from
the Trust.
   
   ADVISORY FEES. The Trust's Adviser receives an annual investment advisory
   fee equal to .40% of the Trust's average daily net assets. Under the
   investment advisory contract, the Adviser will reimburse the Trust the
   amount, limited to the amount of the advisory fee, by which the Trust's
   aggregate annual operating expenses, including its 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. This does not include
   reimbursement to the Trust of any expenses incurred by shareholders who use
   the transfer agent's subaccounting facilities. The Adviser has also
   undertaken to reimburse the Trust for operating expenses in excess of
   limitations established by certain states.

   ADVISER'S BACKGROUND. Federated Management, 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.

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

Jeff A. Kozemchak has been the Trust's portfolio manager since June 1, 1996.
Mr. Kozemchak joined Federated Investors in 1987 and has been a Vice
President of the Trust's investment adviser since 1993. Mr. Kozemchak served
as an Assistant Vice President of the investment adviser from 1990 until
1992, and from 1987 until 1990 he acted as an investment analyst. Mr.
Kozemchak is a Chartered Financial Analyst and received his M.S. in
Industrial Administration from Carnegie Mellon University in 1987.

Federated Management 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 interest. Among other things, the codes: require
preclearance and periodic reporting of personal securities transactions;
prohibit personal transactions in securities being purchased or sold, or
being considered for purchase or sale, by the 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 Board of Trustees and could result in severe
penalties.

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional
Shares. It is a Pennsylvania corporation organized on November 14, 1969, and
is the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.
   
State securities law may require certain financial institutions such as
depository institutions to register as dealers.

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. Federated Services Company provides these at an annual
rate which relates to the average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors ("Federated Funds") as
specified below:
<TABLE>
<CAPTION>
    MAXIMUM              AVERAGE AGGREGATE
ADMINISTRATIVE FEE        DAILY NET ASSETS
<C>                    <S>
     0.15 %              on the first $250 million
    0.125 %              on the next $250 million
     0.10 %              on the next $250 million
    0.075 %              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.

SHAREHOLDER SERVICES. The Trust has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Trust may make payments up to .25% of the average
daily net asset value of its shares, 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.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments
made pursuant to the Distribution Plan and Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their
own assets, may pay financial institutions supplemental fees for the
performance of substantial sales services, distribution-related support
services, or shareholder services. The support may include sponsoring sales,
educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Trust. Such assistance will be predicated upon the amount
of shares the financial institution sells or may sell, and/or upon the type
and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Trust's investment adviser or its affiliates.
    
NET ASSET VALUE

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

INVESTING IN INSTITUTIONAL SHARES
SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve wire system are open for business. Shares may be purchased either by
wire or by mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken over the
telephone. The Trust reserves the right to reject any purchase request.
   
BY WIRE. To purchase Shares by Federal Reserve wire, call the Trust before
4:00 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) on the next business day following the order. Federal funds
should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention:
EDGEWIRE; For Credit to: Federated Short-Term Municipal Trust Institutional
Shares; Trust Number (this number can be found on the account statement or
by contacting the Trust); Group Number or Wire Order Number; Nominee or
Institution Name; and ABA Number 011000028. Shares cannot be purchased on
days on which the New York Stock Exchange is closed and on federal holidays
restricting wire transfers. Questions on wire purchases should be directed
to your shareholder services representative at the telephone number listed
on your account statement.

BY MAIL. To purchase Shares by mail, send a check made payable to Federated
Short-Term Municipal Trust-Institutional Shares to: Federated Shareholder
Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600. Orders by
mail are considered received after payment by check is converted into
federal funds. This is normally the next business day after the check is
received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $25,000 plus any financial
intermediary's fee, if applicable. However, an account may be opened with a
smaller amount as long as the $25,000 minimum is reached within 90 days. The
minimum investment for an institutional investor will be calculated by
combining all accounts it maintains with the Trust. Accounts established
through a financial intermediary may be subject to a smaller minimum
investment.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Trust. Investors who
purchase Shares through a financial intermediary may be charged a service
fee by that financial intermediary.
    
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on (i) days on which there are not sufficient changes in the value of
the Trust's portfolio securities that its net asset value might be
materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; or (iii) the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   
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.
    
Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during
that month.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just
prior to determining net asset value. If an order for Shares is placed on
the preceding business day, Shares purchased by wire begin earning dividends
on the business day wire payment is received by State Street Bank. If the
order for Shares and payment by wire are received on the same day, Shares
begin earning dividends on the next business day. Shares purchased by check
begin earning dividends on the business day after the check is converted,
upon instruction of the transfer agent, into federal funds. Dividends are
automatically reinvested in additional Shares unless cash payments are
requested by contacting the Trust.

CAPITAL GAINS

Distributions of net realized long-term capital gains realized by the Trust,
if any, will be made at least annually.

REDEEMING INSTITUTIONAL SHARES
   
The Trust redeems Shares at their net asset value next determined after the
Trust receives the redemption request. Investors who redeem Shares through a
financial intermediary may be charged a service fee by that financial
intermediary. Redemptions may 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 by telephone request or by written request.
    
TELEPHONE REDEMPTION

Shareholders may redeem their Shares by telephoning the Trust before 4:00
p.m. (Eastern time). The proceeds will normally be wired the following
business day, but in no event more than seven days, to the shareholder's
account at a domestic commercial bank that is a member of the Federal
Reserve System. If at any time the Trust shall determine it necessary to
terminate or modify this method of redemption, shareholders would be
promptly notified.

An authorization form permitting the Trust to accept telephone requests must
first be completed. It is recommended that investors request this privilege
at the time of their initial application. If not completed at the time of
initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp. Telephone redemption
instructions may be recorded. 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 such a case should
occur, another method of redemption, such as "Written Requests," should be
considered.

WRITTEN REQUESTS
   
Shares may also be redeemed by sending a written request to Federated
Shareholder Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Call the Trust for specific instructions before redeeming by
letter. The shareholder will be asked to provide in the request his name,
the Trust name and class of shares, his account number, and the Share or
dollar amount requested. 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.

SIGNATURES. 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 trust company or commercial bank whose deposits are insured by the Bank
    Insurance Fund ("BIF"), which is administered by the Federal Deposit
    Insurance Corporation ("FDIC");
  * a member of the New York, American, Boston, Midwest, or Pacific Stock
    Exchange;
  * a savings bank or savings association whose deposits are insured by the
    Savings Association Insurance Fund ("SAIF"), which is administered by the
    FDIC; or
  * any other "eligible guarantor institution" as defined in the Securities
    Exchange Act of 1934, as amended.
    
The Trust does not accept signatures guaranteed by a notary public.

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

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

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. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the Trust's net asset
value. Before Shares are redeemed to close an account, the shareholder is
notified in writing and allowed 30 days to purchase additional Shares to
meet the minimum requirement.

SHAREHOLDER INFORMATION
VOTING RIGHTS

Each Share of the Trust gives the shareholder one vote in Trustee elections
and other matters submitted to shareholders for vote. All shares of all
classes of each portfolio in the Trust have equal voting rights except that
in matters affecting only a particular portfolio or class, only shares of
that portfolio or class are entitled to vote. As a Massachusetts business
trust, 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 the election of Trustees under certain circumstances.

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

TAX INFORMATION
FEDERAL INCOME TAX

The Trust will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code of 1986, as amended, applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies.

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

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

Interest on certain "private activity" bonds issued after August 7, 1986, is
treated as a tax preference item for both individuals and corporations.
Unlike traditional governmental purpose municipal bonds, which finance
roads, schools, libraries, prisons and other public facilities, private
activity bonds provide benefits to private parties. The Trust may purchase
all types of municipal bonds, including private activity bonds. Thus, while
the Trust has no present intention of purchasing any private activity bonds,
should it purchase any such bonds, a portion of the Trust's dividends may be
treated as a tax preference item.

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

Dividends of the Trust representing net interest income earned on some
temporary investments and any realized net short-term gains are taxed as
ordinary income.

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

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

From time to time the Trust advertises its total return, yield, and
tax-equivalent yield for Institutional Shares.

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

The yield of Shares of the Trust is calculated by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by Shares over a thirty-day period by the maximum
offering price per share of Shares on the last day of the period. This
number is then annualized using semi-annual compounding. The tax-equivalent
yield of Shares is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that Shares would have had to earn to equal its
actual yield, assuming a specific tax rate. The yield and the tax-equivalent
yield do not necessarily reflect income actually earned by Shares and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders.
   
The Trust is sold without any sales charge or other similar non-recurring
charges.
    
Total return, yield, and tax-equivalent yield will be calculated separately
for Shares and Institutional Service Shares.

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.

OTHER CLASSES OF SHARES

The Trust also offers another class of shares called Institutional Service
Shares.

Institutional Service Shares are sold primarily to retail and private
banking customers of financial institutions at net asset value and are
subject to a minimum initial investment of $25,000.
   
Institutional Shares and Institutional Service Shares are subject to certain
of the same expenses; however, Institutional Service Shares are distributed
pursuant to a 12b-1 Plan adopted by the Trust whereby the distributor is
paid a fee of up to 0.25% of the Institutional Service Shares' average daily
net assets. Expense differences between Institutional Shares and
Institutional Service Shares may affect the performance of each class.

Financial institutions and brokers providing sales and/or administrative
services may receive different compensation depending upon which class of
shares of the Trust is sold.

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

To obtain more information and a prospectus for Institutional Service
Shares, investors may call 1-800-341-7400.
    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
 FINANCIAL HIGHLIGHTS - INSTITUTIONAL SERVICE SHARES
 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
 Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED JUNE 30,
                                                                          1996        1995         1994(A)
<S>                                                                  <C>          <C>           <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                                    $10.28      $10.15        $10.35
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                                    0.40        0.39          0.31
  Net realized and unrealized gain (loss) on investments                  (0.04)       0.13         (0.20)
  Total from investment operations                                         0.36        0.52          0.11
 LESS DISTRIBUTIONS
  Distributions from net investment income                                (0.40)      (0.39)        (0.31)
 NET ASSET VALUE, END OF PERIOD                                          $10.24      $10.28        $10.15
 TOTAL RETURN(B)                                                           3.56%       5.26%         1.08%
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                                                 0.72%       0.71%         0.72%*
  Net investment income                                                    3.90%       3.69%         3.65%*
  Expense waiver/reimbursement(c)                                          0.25%       0.25%         0.18%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)                                $6,209      $5,223       $31,459
  Portfolio turnover                                                         20%         33%           36%
</TABLE>


  * Computed on an annualized basis.
(a) Reflects operations for the period from August 31, 1993 (date of initial
    public offering) to June 30, 1994.
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease for the distribution services fee and
    shareholder services fee is reflected in both the expense and net
    investment income ratios shown above.

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

Further information about the Trust's performance is contained in the
Trust's Annual Report for the fiscal year ended June 30, 1996, which can be
obtained free of charge.
    

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 PORTFOLIO OF INVESTMENTS
   
 JUNE 30, 1996
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>            <S>                                                                 <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- 99.0%
                ALABAMA -- 3.0%
 $   4,000,000  Alabama State, UT GO Refunding Bonds, 5.55%, 9/1/1997                    AA     $   4,081,080
     1,850,000  Alabama State, UT GO Refunding Bonds, 5.70%, 9/1/1998                    AA         1,907,572
                  Total                                                                             5,988,652
                CALIFORNIA -- 18.1%
     4,000,000  California State, UT GO Bonds, 10.00%, 4/1/1998                          Aa         4,383,440
     7,500,000  California State, UT GO Bonds, 6.50%, 11/1/1997                          A1         7,759,500
     2,000,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.30% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/1998                                                                 A          1,991,640
     2,000,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.60% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/1999                                                                 A          1,980,880
     1,500,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.80% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/2000                                                                 A          1,485,045
    13,000,000  Los Angeles, CA Wastewater System, Revenue Bonds
                (Series D), 6.70% (MBIA INS)/(United States Treasury
                PRF)/(Original Issue Yield: 6.769%), 12/1/2000 (@102)                   Aaa        14,318,590
     3,310,000  University of California, Hospital Revenue Refunding
                Bonds, 8.00% (UCLA Medical Center)/(MBIA INS),
                12/1/1998                                                               Aaa         3,593,402
                  Total                                                                            35,512,497
                CONNECTICUT -- 2.0%
     4,000,000  State of Connecticut Special Assessment Unemployment
                Compensation Advance Fund, Refunding Revenue
                Bonds, Series 1996A, 4.50% (AMBAC LOC)/(Original
                Issue Yield: 4.55%), 11/15/1999                                         Aaa         3,996,720
</TABLE>

    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>            <S>                                                                 <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                GEORGIA -- 3.2%
 $   2,000,000  Atlanta, GA, Airport Facilities Revenue Refunding
                Bonds (Series 1996), 5.25% (AMBAC INS), 1/1/1999                        Aaa     $   2,032,360
     4,060,000  Georgia State, UT GO Bonds (Series D), 8.40%, 6/1/1997                  Aaa         4,231,332
                  Total                                                                             6,263,692
                HAWAII -- 7.9%
     5,000,000  Hawaii State, UT GO Bonds (Series BN), 7.10%
                (United States Treasury PRF), 6/1/1998 (@101.5)                         Aaa         5,339,100
     5,500,000  Hawaii State, UT GO Refunding Bonds (Series BV),
                5.40% (Original Issue Yield: 5.45%), 11/1/1997                           AA         5,609,065
     4,500,000  Honolulu, HI City & County, UT GO Bonds (Series B),
                4.80% (Original Issue Yield: 4.90%), 6/1/1998                           AAA         4,548,870
                  Total                                                                            15,497,035
                ILLINOIS -- 3.1%
     2,900,000  Illinois State Sales Tax, Revenue Bonds (Series V),
                5.625%, 6/15/1998                                                       AAA         2,975,690
     3,000,000  Illinois State, UT GO Bonds, 5.50%, 8/1/1999                            AA-         3,075,120
                  Total                                                                             6,050,810
                LOUISIANA -- 3.8%
     7,000,000  Louisiana State, Refunding GO Bonds (Series 1996A),
                6.00% (FGIC INS), 8/1/2000                                              Aaa         7,349,440
                MICHIGAN -- 3.1%
     3,000,000  Michigan Underground Storage Tank Financial
                Assurance Authority, Revenue Refunding Bonds
                (Series I), 5.00% (AMBAC INS), 5/1/1999                                 Aaa         3,036,630
     3,000,000  Michigan Underground Storage Tank Financial
                Assurance Authority, Revenue Refunding Bonds
                (Series I), 5.00% (AMBAC INS), 5/1/2001                                 Aaa         3,031,260
                  Total                                                                             6,067,890
</TABLE>

    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>            <S>                                                                 <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                MINNESOTA -- 2.6%
 $   5,000,000  Minnesota State, UT GO Refunding Bonds, 4.70%,
                8/1/1997                                                                AA+     $   5,049,750
                NEVADA -- 7.1%
     8,500,000  Nevada State Highway Improvement Authority, Motor
                Vehicle Fuel Tax Revenue Bond, 4.75% (Original Issue
                Yield: 4.90%), 4/1/1998                                                  AA         8,574,375
     5,000,000  Nevada State Highway Improvement Authority, Motor
                Vehicle Fuel Tax Revenue Bonds, 7.00%, 4/1/1999                          AA         5,306,400
                  Total                                                                            13,880,775
                NEW HAMPSHIRE -- 4.3%
     7,900,000  New Hampshire State Turnpike System, Revenue Bonds,
                8.25% (United States Treasury PRF)/(Original Issue
                Yield: 8.30%), 11/1/1997 (@102)                                         Aaa         8,502,928
                NEW JERSEY -- 7.6%
     7,000,000  New Jersey State, UT GO Bonds, 7.20%, 4/15/1999                         AA+         7,499,100
     7,000,000  New Jersey State, UT GO Refunding Bonds (Series C),
                6.50%, 1/15/2002                                                        AA+         7,318,150
                  Total                                                                            14,817,250
                NEW MEXICO -- 4.4%
     8,650,000  Albuquerque, NM, GO UT Bonds (Series A & B), 4.60%,
                7/1/1998                                                                 AA         8,715,135
                NEW YORK -- 2.7%
     5,000,000  New York City Municipal Water Finance Authority,
                Water & Sewer System Revenue Bonds (Series A),
                7.20%, 6/15/1999                                                          A         5,343,700
                OHIO -- 3.7%
     3,630,000  Lucas County, OH HFA, Refunding Revenue Bonds
                (Series 1996), 5.00% (ProMedica Healthcare Obligated
                Group)/(MBIA INS), 11/15/1999                                           Aaa         3,677,626
     3,600,000  Miami Valley Regional Transit Authority, OH, Ltd Tax
                GO Bonds, 4.75%, 4/15/1997                                                A         3,625,416
                  Total                                                                             7,303,042
</TABLE>

    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>            <S>                                                                 <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                OREGON -- 2.1%
 $   2,000,000  Oregon State Department of Transportation, Regional
                Light Rail Revenue Bond, Westside Project, 5.375%
                (MBIA INS), 6/1/1999                                                    Aaa     $   2,049,320
     2,000,000  Oregon State Department of Transportation, Regional
                Light Rail Revenue Bond, Westside Project, 5.50%
                (MBIA INS), 6/1/2000                                                    Aaa         2,064,980
                  Total                                                                             4,114,300
                PENNSYLVANIA -- 8.0%
     5,000,000  Commonwealth of Pennsylvania, UT GO Second Series
                Refunding Bonds, 4.75%, 6/15/1998                                       AA-         5,048,900
     4,375,000  Pennsylvania Intergovernmental Coop Authority,
                Special Tax Revenue Bond, City of Philadelphia Funding
                Program, 5.40% (FGIC INS)/(Original Issue Yield:
                5.50%), 6/15/1997                                                       Aaa         4,445,350
     4,000,000  Pennsylvania Intergovernmental Coop Authority,
                Special Tax Revenue Refunding Bonds, Philadelphia
                Funding Program, 5.75% (FGIC INS), 6/15/1999                            Aaa         4,128,800
     2,000,000  Pennsylvania State Higher Education Facilities
                Authority, Health Services Revenue Bonds (Series A),
                4.60% (Allegheny Delaware Valley Obligated Group)/
                (MBIA INS)/(Original Issue Yield: 4.65%), 11/15/1999                    Aaa         1,998,660
                  Total                                                                            15,621,710
                TEXAS -- 6.9%
     3,000,000  Mesquite, TX Independent School District No. 1, UT GO
                Refunding Bonds, 7.00%, 2/15/1997                                         A+        3,059,700
     2,425,000  Texas State Public Property Finance Corp., Revenue
                Refunding Bonds, 4.30% (Mental Health & Retardation,
                TX)/(FSA INS), 9/1/1997                                                 Aaa         2,434,894
     4,440,000  Texas State, UT GO Public Finance Authority (Series B),
                8.00%, 10/1/1999                                                         AA         4,903,492
     3,000,000  Texas State, UT GO Public Finance Authority (Series C),
                6.50%, 10/1/1997                                                         AA         3,096,330
                  Total                                                                            13,494,416
</TABLE>

    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>            <S>                                                                 <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                WASHINGTON -- 5.4%
 $   3,000,000  Washington State, UT GO Bonds (Series B), 5.00%,
                5/1/1998                                                                 AA     $   3,039,540
     7,425,000  Washington State, UT GO Bonds (Series B), 5.00%,
                5/1/1999                                                                 AA         7,513,654
                  Total                                                                            10,553,194
                  TOTAL SHORT-INTERMEDIATE MUNICIPAL SECURITIES
                  (IDENTIFIED COST $192,280,606)                                                  194,122,936
 SHORT-TERM MUNICIPAL SECURITIES -- 2.6%
                PENNSYLVANIA -- 0.3%
       600,000  Geisinger Authority, PA Health System, (Series 1992B)
                Daily VRDNs                                                              AA           600,000
                PUERTO RICO -- 0.9%
     1,700,000  Puerto Rico Government Development Bank Weekly
                VRDNs (Credit Suisse, Zurich LOC)                                        AA+        1,700,000
                TEXAS -- 1.4%
     2,800,000  Harris County, TX HFDC, (Series 1994) Daily VRDNs
                (Methodist Hospital, Houston, TX)                                        AA         2,800,000
                  TOTAL SHORT-TERM MUNICIPAL SECURITIES
                  (AT AMORTIZED COST)                                                           $   5,100,000
                  TOTAL INVESTMENTS (IDENTIFIED COST $197,380,606)(A)                           $ 199,222,936

(a) The cost of investments for federal tax purposes amounts to
    $197,380,606. The net unrealized appreciation of investments on a
    federal tax basis amounts to $1,842,330 which is comprised of
    $1,893,757 appreciation and $51,427 depreciation at June 30, 1996.
  * Please refer to the Appendix of the Statement of Additional Information
    for an explanation of the credit ratings. Current credit ratings are
    unaudited.

Note: The categories of investments are shown as a percentage of net assets
      ($195,676,284) at June 30, 1996.

The following acronym(s) are used throughout this portfolio:

AMBAC -- American Municipal Bond Assurance Corporation
FGIC  -- Financial Guaranty Insurance Company
FSA   -- Financial Security Assurance
GO    -- General Obligation
HFA   -- Housing Finance Authority
HFDC  -- Health Facility Development Corporation
INS   -- Insured
LOC   -- Letter of Credit
MBIA  -- Municipal Bond Investors Assurance
PRF   -- Prerefunded
UT    -- Unlimited Tax
VRDNs -- Variable Rate Demand Notes
    
(See Notes which are an integral part of the Financial Statements)

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 STATEMENT OF ASSETS AND LIABILITIES
   
 JUNE 30, 1996

</TABLE>
<TABLE>
<S>                                                             <C>              <C>
 ASSETS:
 Total investments in securities, at value
 (identified and tax cost $197,380,606)                                         $ 199,222,936
 Cash                                                                                 118,108
 Income receivable                                                                  2,256,922
 Receivable for investments sold                                                    1,618,383
 Receivable for shares sold                                                           236,303
   Total assets                                                                   203,452,652
 LIABILITIES:
 Payable for investments purchased                               $ 5,709,695
 Payable for shares redeemed                                       1,547,752
 Income distribution payable                                         494,308
 Accrued expenses                                                     24,613
   Total liabilities                                                                7,776,368
 Net Assets for 19,106,684 shares outstanding                                   $ 195,676,284
 NET ASSETS CONSIST OF:
 Paid in capital                                                                $ 200,697,688
 Net unrealized appreciation of investments                                         1,842,330
 Accumulated net realized loss on investments                                      (6,863,734)
   Total Net Assets                                                             $ 195,676,284
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 INSTITUTIONAL SHARES:
 $189,467,202 / 18,500,404 shares outstanding                                          $10.24
 INSTITUTIONAL SERVICE SHARES:
 $6,209,082 / 606,280 shares outstanding                                               $10.24
 </TABLE>

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

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 STATEMENT OF OPERATIONS
   
 YEAR ENDED JUNE 30, 1996
<TABLE>
<S>                                                       <C>           <C>             <C>
 INVESTMENT INCOME:
 Interest                                                                                 $ 9,653,664
 EXPENSES:
 Investment advisory fee                                                  $   837,213
 Administrative personnel and services fee                                    158,326
 Custodian fees                                                                24,310
 Transfer and dividend disbursing agent fees
 and expenses                                                                  50,103
 Directors'/Trustees' fees                                                     13,381
 Auditing fees                                                                 15,957
 Legal fees                                                                     4,912
 Portfolio accounting fees                                                     77,741
 Distribution services fee - Institutional Service Shares                      14,775
 Shareholder services fee - Institutional Shares                              508,483
 Shareholder services fee - Institutional Service Shares                       14,775
 Share registration costs                                                      28,147
 Printing and postage                                                          16,909
 Insurance premiums                                                             6,711
 Taxes                                                                         13,761
 Miscellaneous                                                                  2,076
   Total expenses                                                           1,787,580
 Waivers --
   Waiver of investment advisory fee                        $ (266,026)
   Waiver of distribution services fee -
   Institutional Service Shares                                (13,988)
   Waiver of shareholder services fee -
   Institutional Shares                                       (508,483)
   Waiver of shareholder services fee -
   Institutional Service Shares                                   (786)
     Total waivers                                                           (789,283)
       Net expenses                                                                           998,297
         Net investment income                                                              8,655,367
 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments                                                            (175,989)
 Net change in unrealized appreciation                                                       (614,249)
 (depreciation) of investments
   Net realized and unrealized gain on investments                                           (790,238)
     Change in net assets resulting from operations                                      $  7,865,129
</TABLE>

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

FEDERATED SHORT-TERM MUNICIPAL TRUST
STATEMENT OF CHANGES IN NET ASSETS
   
<TABLE>
<CAPTION>
                                                                   YEAR ENDED        YEAR ENDED
                                                                  JUNE 30, 1996    JUNE 30, 1995
<S>                                                            <C>                <C>
 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS --
 Net investment income                                             $  8,655,367    $  11,058,131
 Net realized gain (loss) on investments ($(2,597,123) and
 $1,189,491, respectively, as computed for federal tax
 purposes                                                              (175,989)      (3,533,063)
 Net change in unrealized appreciation (depreciation)                  (614,249)       5,627,330
   Change in net assets resulting from operations                     7,865,129       13,152,398
 DISTRIBUTIONS TO SHAREHOLDERS --
 Distributions from net investment income
   Institutional Shares                                              (8,424,725)     (10,679,008)
   Institutional Service Shares                                        (230,642)        (379,123)
     Change in net assets resulting from
     distributions to shareholders                                   (8,655,367)     (11,058,131)
 SHARE TRANSACTIONS --
 Proceeds from sale of shares                                        64,151,068       51,547,320
 Net asset value of shares issued to
 shareholders in payment of distributions declared                    2,372,964        2,700,836
 Cost of shares redeemed                                            (92,993,242)    (181,676,422)
   Change in net assets resulting from share transactions           (26,469,210)    (127,428,266)
     Change in net assets                                           (27,259,448)    (125,333,999)
 NET ASSETS:
 Beginning of period                                                222,935,732      348,269,731
 End of period                                                    $ 195,676,284    $ 222,935,732
</TABLE>

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

FEDERATED SHORT-TERM MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS
   
JUNE 30, 1996

1. ORGANIZATION

Federated Short-Term Municipal Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The Trust offers two classes of
shares: Institutional Shares and Institutional Service Shares. The
investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. The Trust pursues this investment
objective by investing in a portfolio of municipal securities with a
dollar-weighted average maturity of less than three years.
    
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 -- Municipal bonds are valued by an independent
   pricing service, taking into consideration yield, liquidity, risk, credit
   quality, coupon, maturity, type of issue, and any other factors or market
   data the pricing service deems relevant. Short-term securities are valued at
   the prices provided by an independent pricing service. However, short-term
   securities with remaining maturities of sixty days or less at the time of
   purchase may be valued at amortized cost, which approximates fair market
   value.
    
   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.

   At June 30, 1996, the Trust, for federal tax purposes, had a capital loss
   carryforward of $6,687,424, which will reduce the Trust's taxable income
   arising from future net realized gain on investments, if any, to the extent
   permitted by the Code, and thus will reduce the amount of the distributions
   to shareholders which would otherwise be necessary to relieve the Trust of
   any liability for federal tax. Pursuant to the Code, such capital loss
   carryforward will expire as follows:
<TABLE>
<CAPTION>
   EXPIRATION YEAR       EXPIRATION AMOUNT
<C>                   <C>
       1997                $ 1,097,445
       1998                $ 1,729,378
       1999                $    11,866
       2001                $    62,121
       2003                $ 1,189,491
       2004                $ 2,597,123
</TABLE>


FEDERATED SHORT-TERM MUNICIPAL TRUST

   Additionally, net capital losses of $175,989 attributable to security
   transactions incurred after October 31, 1995 are treated as arising on July
   1, 1996, the first day of the Trust's next taxable year.
    
   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) for
each class of shares.

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                                            1996                        1995
<S>                                              <C>        <C>             <C>         <C>
INSTITUTIONAL SHARES                                SHARES        AMOUNT        SHARES         AMOUNT
Shares sold                                        5,801,109  $  59,763,022    4,823,992  $   48,787,554
Shares issued to shareholders in payment of
distributions declared                               210,577      2,168,702      234,548       2,373,194
Shares redeemed                                   (8,687,459)   (89,426,238) (15,099,319)   (152,318,952)
  Net change resulting from Institutional share
  transactions                                    (2,675,773) $ (27,494,514) (10,040,779) $ (101,158,204)
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                                            1996                          1995

INSTITUTIONAL SERVICE SHARES                        SHARES        AMOUNT        SHARES         AMOUNT
<S>                                             <C>         <C>             <C>          <C>
Shares sold                                          424,713  $   4,388,046      272,110  $    2,759,766
Shares issued to shareholders in payment of
distributions declared                                19,833        204,262       32,358         327,642
Shares redeemed                                     (346,274)    (3,567,004)  (2,896,311)    (29,357,470)
  Net change resulting from Institutional
  Service share transactions                          98,272  $   1,025,304   (2,591,843) $  (26,270,062)
  Net change resulting from share transactions    (2,577,501) $ (26,469,210) (12,632,622) $ (127,428,266)
</TABLE>


FEDERATED SHORT-TERM MUNICIPAL TRUST

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   INVESTMENT ADVISORY FEE -- Federated Management, 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 (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)
   exceeded 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.

   DISTRIBUTION SERVICES FEE -- The Trust has adopted a Distribution Plan (the
   "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan,
   the Trust will compensate Federated Securities Corp ("FSC"), the principal
   distributor, from the net assets of the Trust to finance activities intended
   to result in the sale of the Trust's Institutional Service Shares. The Plan
   provides that the Trust may incur distribution expenses up to 0.25% of the
   average daily net assets of the Institutional Service Shares, annually, to
   compensate FSC. The distributor may voluntarily choose to waive any portion
   of its fee. The distributor can modify or terminate this voluntary waiver at
   any time at its sole discretion.

   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 daily average net assets of the Trust for the period. The
   fee paid to FSS is used to finance certain services for shareholders and to
   maintain shareholder accounts. For the period ended June 30, 1996, the
   Institutional Shares did not incur a shareholder services fee. 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.
   
   INTERFUND TRANSACTIONS -- During the period ended June 30, 1996, the Trust
   engaged in purchase and sale transactions with funds that have a common
   investment adviser (or affiliated investment advisers), common
   Directors/Trustees, and/or common Officers. These purchase and sale
   transactions were made at current market value pursuant to Rule 17a-7 under
   the Act amounting to $97,900,000 and $90,300,000, respectively.
    
   GENERAL -- Certain of the Officers and Trustees of the Trust are Officers
   and Directors or Trustees of the above companies.

FEDERATED SHORT-TERM MUNICIPAL TRUST
5. INVESTMENT TRANSACTIONS
   
Purchases and sales of investments, excluding short-term securities (and
in-kind contributions), for the period ended June 30, 1996, were as follows:
<TABLE>
<S>                                                            <C>
PURCHASES                                                        $41,436,333
SALES                                                            $63,412,214
</TABLE>

    
   
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees of
FEDERATED SHORT-TERM MUNICIPAL TRUST:

We have audited the accompanying statement of assets and liabilities of
Federated Short-Term Municipal Trust (a Massachusetts business trust),
including the schedule of portfolio of investments as of June 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 pages 2 and 14 of the prospectus) for each
of the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of June 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
Federated Short-Term Municipal Trust as of June 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
each of the periods presented in conformity with generally accepted
accounting principles.

                                                        ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
August 2, 1996
    

ADDRESSES

Federated Short-Term Municipal Trust
             Institutional Shares           Federated Investors Tower
                                            Pittsburgh, Pennsylvania 15222-3779

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

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

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

FEDERATED SHORT-TERM
MUNICIPAL TRUST
INSTITUTIONAL SHARES

PROSPECTUS

A No-Load, Open-End, Diversified
Management Investment Company
   
Prospectus dated August 31, 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 313907107
8072507A-IS (8/96)
    
   
FEDERATED SHORT-TERM MUNICIPAL TRUST
INSTITUTIONAL SERVICE SHARES

PROSPECTUS
    
The Institutional Service Shares offered by this prospectus represent
interests in a diversified portfolio of securities of Federated Short-Term
Municipal Trust (the "Trust"). The Trust is an open-end management
investment company (a mutual fund).

The investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. The Trust pursues this investment
objective by investing in a portfolio of municipal securities with a
dollar-weighted average maturity of less than three years.

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

This prospectus contains the information you should read and know before you
invest in Institutional Service Shares of the Trust. Keep this prospectus
for future reference.
   
The Trust has also filed a Statement of Additional Information for
Institutional Shares and Institutional Service Shares dated August 31, 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 August 31, 1996
    
TABLE OF CONTENTS
<TABLE>
<S>                                              <C>
SUMMARY OF TRUST EXPENSES                            1
FINANCIAL HIGHLIGHTS --
  INSTITUTIONAL SERVICE SHARES                       2
GENERAL INFORMATION                                  3
INVESTMENT INFORMATION                               3
  Investment Objective                               3
  Investment Policies                                3
  Municipal Securities                               5
  Investment Risks                                   5
  Investment Limitations                             5
TRUST INFORMATION                                    6
  Management of the Trust                            6
  Distribution of Institutional
    Service Shares                                   7
  Administration of the Trust                        8
   
NET ASSET VALUE                                      8
INVESTING IN INSTITUTIONAL SERVICE SHARES            9
  Share Purchases                                    9
  Minimum Investment Required                        9
  What Shares Cost                                   9
  Certificates and Confirmations                     9
  Dividends                                         10
  Capital Gains                                     10
REDEEMING INSTITUTIONAL SERVICE SHARES              10
  Telephone Redemption                              10
  Written Requests                                  10
  Accounts with Low Balances                        11
SHAREHOLDER INFORMATION                             11
  Voting Rights                                     11
TAX INFORMATION                                     12
  Federal Income Tax                                12
  State and Local Taxes                             12
PERFORMANCE INFORMATION                             13
OTHER CLASSES OF SHARES                             13
FINANCIAL HIGHLIGHTS --
  INSTITUTIONAL SHARES                              14
FINANCIAL STATEMENTS                                15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS            28
ADDRESSES                                           29
    
</TABLE>


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


                                      ANNUAL OPERATING EXPENSES
                                (As a percentage of average net assets)
<TABLE>
<S>                                                                                  <C>            <C>
 Management Fee (after waiver)(1)                                                                      0.27%
 12b-1 Fee (after waiver)(2)                                                                           0.01%
 Total Other Expenses                                                                                  0.44%
   Shareholder Services Fee (after waiver)(3)                                            0.24%
     Total Operating Expenses(4)                                                                       0.72%
</TABLE>


(1) The management fee has been reduced to reflect the waiver of a portion
    of the management fee. The maximum management fee is 0.40%.
(2) The maximum 12b-1 fee is 0.25%.
(3) The maximum shareholder services fee is 0.25%.
(4) Total Trust operating expenses would have been 1.10% absent the waiver
    of a portion of the management fee and portions of the 12b-1 and the
    shareholder services fee.
    
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service
Shares of the Trust will bear, either directly or indirectly. For more
complete descriptions of the various costs and expenses, see "Investing in
Institutional Service Shares" and "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           $7       $23       $40       $89
</TABLE>

    
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
   
The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Trust. The Trust also offers another
class of shares called Institutional Shares. Institutional Service Shares
and Institutional Shares are subject to certain of the same expenses;
however, Institutional Shares are not subject to a 12b-1 fee. See "Other
Classes of Shares."
    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
 FINANCIAL HIGHLIGHTS - INSTITUTIONAL SERVICE SHARES
 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
 Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                                              1996        1995       1994(A)
<S>                                                                       <C>         <C>         <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                                        $10.28      $10.15      $10.35
 INCOME FROM INVESTMENT OPERATIONS
   Net investment income                                                       0.40        0.39        0.31
   Net realized and unrealized gain (loss) on investments                     (0.04)       0.13       (0.20)
   Total from investment operations                                            0.36        0.52        0.11
 LESS DISTRIBUTIONS
   Distributions from net investment income                                   (0.40)      (0.39)      (0.31)
 NET ASSET VALUE, END OF PERIOD                                              $10.24      $10.28      $10.15
 TOTAL RETURN(B)                                                               3.56%       5.26%       1.08%
 RATIOS TO AVERAGE NET ASSETS
   Expenses                                                                    0.72%       0.71%       0.72%*
   Net investment income                                                       3.90%       3.69%       3.65%*
   Expense waiver/reimbursement(c)                                             0.25%       0.25%       0.18%*
 SUPPLEMENTAL DATA
   Net assets, end of period (000 omitted)                                   $6,209      $5,223     $31,459
   Portfolio turnover                                                            20%         33%         36%
</TABLE>


  * Computed on an annualized basis.
(a) Reflects operations for the period from August 31, 1993 (date of initial
    public offering) to June 30, 1994.
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease for the distribution services fee and
    shareholder services fee is reflected in both the expense and net investment
    income ratios shown above.
    
(See Notes which are an integral part of the Financial Statements)
   
Further information about the Trust's performance is contained in the
Trust's Annual Report for the fiscal year ended June 30, 1996, which can be
obtained free of charge.
    
GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated May 8, 1981. On December 15, 1994, the name of
the Trust was changed from Short-Term Municipal Trust to Federated
Short-Term Municipal Trust. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one
portfolio may be offered in separate classes. As of the date of this
prospectus, the Board of Trustees (the "Trustees") has established two
classes of shares of the Trust, known as Institutional Service Shares and
Institutional Shares. This prospectus relates only to Institutional Service
Shares (the "Shares") of the Trust.

Shares of the Trust are sold primarily to retail and private banking
customers of financial institutions as a convenient means of accumulating an
interest in a professionally managed, diversified portfolio of municipal
securities. A minimum initial investment of $25,000 over a 90-day period is
required. The Trust may not be a suitable investment for retirement plans
since it invests in municipal securities.
   
Shares are currently sold and redeemed at net asset value without a sales
charge imposed by the Trust.
    
INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. Interest income of the Trust that is
exempt from federal regular income tax retains its tax-free status when
distributed to the Trust's shareholders. The Trust attempts to achieve its
investment objective by investing at least 80% of its net assets in a
diversified portfolio of municipal securities or by investing its assets so
that at least 80% of its income will be tax-exempt. While there is no
assurance that the Trust will achieve its investment objective, it endeavors
to do so by following the investment policies described in this prospectus.
The investment objective, and the above investment policy, cannot be changed
without approval of shareholders.

INVESTMENT POLICIES

The investment policies described below may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. The municipal securities in which the Trust invests
are:
   
  * debt obligations issued by or on behalf of any state, territory, or
    possession of the United States, including the District of Columbia, or any
    political subdivision of any of these, including industrial development
    bonds, the interest from which is, in the opinion of bond counsel for the
    issuers or in the opinion of officers of the Trust and/or the investment
    adviser to the Trust, exempt from federal regular income tax; and

  * participation interests, as described below, in any of the above
    obligations.
    
AVERAGE MATURITY. The dollar-weighted average maturity of the Trust's
portfolio of municipal securities will be less than three years. For
purposes of determining the dollar-weighted average maturity of the Trust's
portfolio, the maturity of a municipal security will be its ultimate
maturity, unless it is probable that the issuer of the security will take
advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on
which it is probable that the security will be called, refunded, or
redeemed. If the municipal security includes the right to demand payment,
the maturity of the security for purposes of determining the Trust's
dollar-weighted average maturity will be the period remaining until the
principal amount of the security can be recovered by exercising the right to
demand payment.

CHARACTERISTICS. The municipal securities in which the Trust invests are:

  * rated within the three highest ratings for municipal securities by Moody's
    Investors Service, Inc. ("Moody's") (Aaa, Aa or A) or by Standard & Poor's
    Ratings Group ("S&P") (AAA, AA, or A);
   
  * guaranteed at the time of purchase by the U.S. government as to the
    payment of principal and interest, such as Tax Exempt Project Notes;
  * fully collateralized by an escrow of U.S. government or other securities
    acceptable to the Trust's adviser;
  * rated at the time of purchase within Moody's highest short-term municipal
    securities rating (MIG1/VMIG1) or Moody's highest municipal commercial
    paper rating (P-1) or S&P's highest municipal commercial paper rating
    (A-1);
    
  * unrated if, at the time of purchase, longer term municipal securities of
    the issuer are rated A or better by Moody's or S&P; or
  * determined by the Trust's investment adviser to be equivalent to municipal
    securities which are rated A or better by Moody's or by S&P.
   
Downgraded securities will be evaluated on a case by case basis by the
adviser. The adviser will determine whether or not the security continues to
be an acceptable investment. If not, the security will be sold. The prices
of fixed income securities fluctuate inversely to the direction of interest
rates. A description of the rating categories is contained in the Appendix
to the Statement of Additional Information.
    
PARTICIPATION INTERESTS. The Trust may purchase participation interests from
financial institutions such as commercial banks, savings associations, and
insurance companies. These participation interests give the Trust an
undivided interest in municipal securities. The financial institutions from
which the Trust purchases participation interests frequently provide or
secure irrevocable letters of credit or guarantees to assure that the
participation interests are of high quality. The Trustees will determine
that participation interests meet the prescribed quality standards for the
Trust.

VARIABLE RATE MUNICIPAL SECURITIES. Some of the municipal securities which
the Trust purchases may have variable interest rates. Variable interest
rates are ordinarily based on a published interest rate or interest rate
index or some similar standard, such as the 91-day U.S. Treasury bill rate.
Variable rate municipal securities will be treated as maturing on the date
of the next scheduled adjustment to the interest rate for purposes of
determining the dollar-weighted average maturity of the portfolio.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust may purchase
municipal 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/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.

TEMPORARY INVESTMENTS. From time to time on a temporary basis, when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Trust may invest in short-term temporary investments
which may or may not be exempt from federal income tax. Temporary
investments include: tax-exempt variable and floating rate demand notes;
tax-free commercial paper; other temporary municipal securities; obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities; other debt securities; commercial paper; certificates of
deposit of domestic branches of U.S. banks; and repurchase agreements
(arrangements in which the organization selling the Trust a security agrees
at the time of sale to repurchase it at a mutually agreed upon time and
price).

There are no rating requirements applicable to temporary investments with
the exception of temporary municipal securities which are subject to the
same rating requirements as all other municipal securities in which the
Trust invests. However, the investment adviser will limit temporary
investments to those it considers to be of comparable quality to the
acceptable investments of the Trust.

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

MUNICIPAL SECURITIES

Municipal securities are generally issued to finance public works such as
airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued
to repay outstanding obligations, to raise funds for general operating
expenses, and to make loans to other public institutions and facilities.
Municipal securities include industrial development bonds issued by or on
behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Interest on and principal of revenue
bonds, however, are payable only from the revenue generated by the facility
financed by the bond or other specified sources of revenue. Revenue bonds do
not represent a pledge of credit or create any debt of or charge against the
general revenues of a municipality or public authority. Industrial
development bonds are typically classified as revenue bonds.

INVESTMENT RISKS

Yields on municipal securities depend on a variety of factors, including:
the general conditions of the money market and the taxable and municipal
bond markets; the size of the particular offering; the maturity of the
obligations; and the rating of the issue. The ability of the Trust to
achieve its investment objective also depends on the continuing ability of
the issuers of municipal securities and participation interests, or the
guarantors of either, to meet their obligations for the payment of interest
and principal when due.

INVESTMENT LIMITATIONS

Investment Limitations
The Trust will not:
  * Invest more than 5% of its total assets in securities of one issuer (except
    cash and cash items and U.S. government obligations); or
  * 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 up to 10% of the value of those assets to secure such borrowings.

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

The Trust will not:
  * commit more than 15% of its net assets to illiquid obligations;
  * invest more than 10% of its total assets in securities subject to
    restrictions on resale; or
  * invest more than 5% of its total assets in industrial development bonds
    of issuers that have a record of less than three years of continuous
    operations.
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. The
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
Management, the Trust's investment adviser (the "Adviser"), subject to
direction by the Trustees. The Adviser continually conducts investment
research and supervision for the Trust and is responsible for the purchase
or sale of portfolio instruments, for which it receives an annual fee from
the Trust.
   
ADVISORY FEES. The Trust's Adviser receives an annual investment advisory
fee equal to .40% of the Trust's average daily net assets. Under the
investment advisory contract, the Adviser will reimburse the Trust the
amount, limited to the amount of the advisory fee, by which the Trust's
aggregate annual operating expenses, including its 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. This does not include
reimbursement to the Trust of any expenses incurred by shareholders who use
the transfer agent's subaccounting facilities. The Adviser has also
undertaken to reimburse the Trust for operating expenses in excess of
limitations established by certain states.

ADVISER'S BACKGROUND. Federated Management, 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.

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

Jeff A. Kozemchak has been the Trust's portfolio manager since June 1, 1996.
Mr. Kozemchak joined Federated Investors in 1987 and has been a Vice
President of the Trust's investment adviser since 1993. Mr. Kozemchak served
as an Assistant Vice President of the investment adviser from 1990 until
1992, and from 1987 until 1990 he acted as an investment analyst. Mr.
Kozemchak is a Chartered Financial Analyst and received his M.S. in
Industrial Administration from Carnegie Mellon University in 1987.

Federated Management 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 interest. Among other things, the codes: require
preclearance and periodic reporting of personal securities transactions;
prohibit personal transactions in securities being purchased or sold, or
being considered for purchase or sale, by the 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 Board of Trustees and could result in severe
penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service Shares. It is a Pennsylvania corporation organized on November 14,
1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
   
State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES. Under a distribution plan
adopted in accordance with Rule 12b-1 under the Investment Company Act of
1940 (the "Plan"), the distributor may be paid a fee by the Trust in an
amount computed at an annual rate of up to .25% of the average daily net
asset value of the Shares. The distributor may select financial institutions
such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or
distribution-related support services as agents for their clients or
customers.
The Plan is a compensation-type plan. As such, the Trust makes no payments
to the distributor except as described above. Therefore, the Trust does not
pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Trust,
interest, carrying, or other financing charges in connection with excess
amounts expended, or the distributor's overhead expenses. However, the
distributor may be able to recover such amounts or may earn a profit from
future payments made by the Trust under the Plan.

In addition, the Trust has entered into a Shareholder Services Agreement
with Federated Shareholder Services, a subsidiary of Federated Investors,
under which the Trust may make payments up to .25% of the average daily net
asset value of its shares 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 fees will be
paid will be determined from time to time by the Trust and Federated
Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments
made pursuant to the Distribution Plan and Shareholder Services Agreement,
Federated Securities Corp. and Federated Shareholder Services, from their
own assets, may pay financial institutions supplemental fees for the
performance of substantial sales services, distribution-related support
services, or shareholder services. The support may include sponsoring sales,
educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Trust. Such assistance will be predicated upon the amount
of shares the financial institution sells or may sell, and/or upon the type
and nature of sales or marketing support furnished by the financial
institution. Any payments made by the distributor may be reimbursed by the
Trust's investment adviser or its affiliates.

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. Federated Services Company provides these at an annual
rate which relates to the average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors ("Federated Funds") as
specified below:
<TABLE>
<CAPTION>
    MAXIMUM                            AVERAGE AGGREGATE
ADMINISTRATIVE FEE                      DAILY NET ASSETS
<C>                                 <S>
     0.15%                           on the first $250 million
     0.125%                          on the next $250 million
     0.10%                           on the next $250 million
     0.075%                          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's net asset value per Share fluctuates. The net asset value for
Shares is determined by adding the interest of the Shares in the market
value of all securities and other assets of the Trust, subtracting the
interest of the Shares in the liabilities of the Trust and those
attributable to Shares, and dividing the remainder by the total number of
Shares outstanding. The net asset value for Shares may differ from that of
Institutional Shares due to the variance in daily net income realized by
each class. Such variance will reflect only accrued net income to which the
shareholders of a particular class are entitled.

INVESTING IN INSTITUTIONAL SERVICE SHARES

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve wire system are open for business. Shares may be purchased either by
wire or by mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken over the
telephone. The Trust reserves the right to reject any purchase request.
   
BY WIRE. To purchase Shares by Federal Reserve wire, call the Trust before
4:00 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) on the next business day following the order. Federal funds
should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention:
EDGEWIRE; For Credit to: Federated Short-Term Municipal Trust Institutional
Service Shares; Trust Number (this number can be found on the account
statement or by contacting the Trust); Group Number or Wire Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased on days on which the New York Stock Exchange is closed and on
federal holidays restricting wire transfers. Questions on wire purchases
should be directed to your shareholder services representative at the
telephone number listed on your account statement.

BY MAIL. To purchase Shares by mail, send a check made payable to Federated
Short-Term Municipal Trust-Institutional Service Shares to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds. This is normally the next business day after
the check is received.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $25,000 plus any financial
intermediary's fee, if applicable. However, an account may be opened with a
smaller amount as long as the $25,000 minimum is reached within 90 days. The
minimum investment for an institutional investor will be calculated by
combining all accounts it maintains with the Trust. Accounts established
through a financial intermediary may be subject to a smaller minimum
investment.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Trust. Investors who
purchase Shares through a financial intermediary may be charged an
additional service fee by that financial intermediary.
    
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange Monday through Friday,
except on (i) days on which there are not sufficient changes in the value of
the Trust's portfolio securities that its net asset value might be
materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; or (iii) the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   
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.
    
Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during
that month.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just
prior to determining net asset value. If an order for Shares is placed on
the preceding business day, Shares purchased by wire begin earning dividends
on the business day wire payment is received by State Street Bank. If the
order for Shares and payment by wire are received on the same day, Shares
begin earning dividends on the next business day. Shares purchased by check
begin earning dividends on the business day after the check is converted,
upon instruction of the transfer agent, into federal funds. Dividends are
automatically reinvested in additional Shares unless cash payments are
requested by contacting the Trust.

CAPITAL GAINS

Distributions of net realized long-term capital gains realized by the Trust,
if any, will be made at least annually.

REDEEMING INSTITUTIONAL SERVICE SHARES
   
The Trust redeems Shares at their net asset value next determined after the
Trust receives the redemption request. Investors who redeem Shares through a
financial intermediary may be charged a service fee by that financial
intermediary. Redemptions may 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 by telephone request or by written request.
    
TELEPHONE REDEMPTION

Shareholders may redeem their Shares by telephoning the Trust before 4:00
p.m. (Eastern time). The proceeds will normally be wired the following
business day, but in no event more than seven days, to the shareholder's
account at a domestic commercial bank that is a member of the Federal
Reserve System. If at any time the Trust shall determine it necessary to
terminate or modify this method of redemption, shareholders would be
promptly notified.

An authorization form permitting the Trust to accept telephone requests must
first be completed. It is recommended that investors request this privilege
at the time of their initial application. If not completed at the time of
initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp. Telephone redemption
instructions may be recorded. 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 such a case should
occur, another method of redemption, such as "Written Requests," should be
considered.

WRITTEN REQUESTS
   
Shares may also be redeemed by sending a written request to Federated
Shareholder Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Call the Trust for specific instructions before redeeming by
letter. The shareholder will be asked to provide in the request his name,
the Trust name and class of shares, his account number, and the share or
dollar amount requested. 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.

SIGNATURES. 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 trust company or commercial bank whose deposits are insured by the Bank
    Insurance Fund ("BIF"), which is administered by the Federal Deposit
    Insurance Corporation ("FDIC");
  * a member of the New York, American, Boston, Midwest, or Pacific Stock
    Exchange;
  * a savings bank or savings and loan association whose deposits are insured
    by the Savings Association Insurance Fund ("SAIF"), which is administered
    by the FDIC; or
  * any other "eligible guarantor institution" as defined in the Securities
    Exchange Act of 1934, as amended.

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

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

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

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. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the Trust's net asset
value. Before Shares are redeemed to close an account, the shareholder is
notified in writing and allowed 30 days to purchase additional Shares to
meet the minimum requirement.

SHAREHOLDER INFORMATION

VOTING RIGHTS

Each Share of the Trust gives the shareholder one vote in Trustee elections
and other matters submitted to shareholders for vote. All shares of all
classes of each portfolio in the Trust have equal voting rights except that
in matters affecting only a particular portfolio or class only shares of
that portfolio or class are entitled to vote. As a Massachusetts business
trust, 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 the election of Trustees under certain circumstances.

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

TAX INFORMATION

FEDERAL INCOME TAX

The Trust will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code of 1986, as amended, applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies.

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

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

Interest on certain "private activity" bonds issued after August 7, 1986, is
treated as a tax preference item for both individuals and corporations.
Unlike traditional governmental purpose municipal bonds, which finance
roads, schools, libraries, prisons and other public facilities, private
activity bonds provide benefits to private parties. The Trust may purchase
all types of municipal bonds, including private activity bonds. Thus, while
the Trust has no present intention of purchasing any private activity bonds,
should it purchase any such bonds, a portion of the Trust's dividends may be
treated as a tax preference item.

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

Dividends of the Trust representing net interest income earned on some
temporary investments and any realized net short-term gains are taxed as
ordinary income.

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

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.

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

From time to time the Trust advertises its total return, yield, and
tax-equivalent yield for Institutional Service Shares.

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

The yield of Shares of the Trust is calculated by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by Shares over a thirty-day period by the maximum
offering price per share of Shares on the last day of the period. This
number is then annualized using semi-annual compounding. The tax-equivalent
yield of Shares is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that Shares would have had to earn to equal its
actual yield, assuming a specific tax rate. The yield and the tax-equivalent
yield do not necessarily reflect income actually earned by Shares and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders.
   
The Trust is sold without any sales charge or other similar non-recurring
charges.
    
Total return, yield, and tax-equivalent yield will be calculated separately
for Shares and Institutional Shares.

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.

OTHER CLASSES OF SHARES

The Trust also offers another class of shares called Institutional Shares.

Institutional Shares are sold primarily to accounts for which financial
institutions act in a fiduciary or agency capacity, or other accounts where
the financial institution maintains master accounts with an aggregate
investment of at least $400 million in certain funds which are advised or
distributed by affiliates of Federated Investors.

Institutional Service Shares and Institutional Shares are subject to certain
of the same expenses; however, Institutional Shares are sold at net asset
value, distributed without a 12b-1 Plan, and are subject to a minimum
initial investment of $25,000. Expense differences between Institutional
Service Shares and Institutional Shares may affect the performance of each
class.

Financial institutions and brokers providing sales and/or administrative
services may receive different compensation depending upon which class of
shares of the Trust is sold.

The stated advisory fee is the same for both classes of shares.
   
To obtain more information and a prospectus for Institutional Shares,
investors may call 1-800-341-7400.
    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
 FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES
 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
 Reference is made to the Report of Independent Public Accountants on page 28.
<TABLE>
<CAPTION>
                                                                YEAR ENDED JUNE 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                  $10.28    $10.15    $10.37    $10.29    $10.18    $10.14    $10.10    $10.19     $10.24     $10.31
 INCOME FROM
 INVESTMENT
 OPERATIONS
   Net investment
   income                  0.43      0.42      0.40      0.44      0.53      0.60      0.60      0.57       0.54       0.51
   Net realized and
   unrealized
   gain (loss) on
   investments            (0.04)     0.13     (0.22)     0.08      0.11      0.04      0.04     (0.09)     (0.05)     (0.07)
   Total from
   investment
   operations              0.39      0.55      0.18      0.52      0.64      0.64      0.64      0.48       0.49       0.44
 LESS DISTRIBUTIONS
   Distributions
   from net
   investment income      (0.43)    (0.42)    (0.40)    (0.44)    (0.53)    (0.60)    (0.60)    (0.57)     (0.54)     (0.51)
 NET ASSET VALUE
 END OF PERIOD           $10.24    $10.28    $10.15    $10.37    $10.29    $10.18    $10.14    $10.10     $10.19     $10.24
 TOTAL RETURN(A)           3.82%     5.52%     1.76%     5.11%     6.40%     6.47%     6.54%     4.84%      4.89%      4.37%
 RATIOS TO AVERAGE
 NET ASSETS
   Expenses                0.47%     0.46%     0.47%     0.46%     0.46%     0.46%     0.47%     0.46%      0.47%      0.47%
   Net investment
   income                  4.14%     4.09%     3.89%     4.21%     5.12%     5.89%     5.94%     5.59%      5.25%      4.95%
   Expense waiver/
   reimbursement(b)        0.25%    --        --       --         --       --        --        --         --         --
 SUPPLEMENTAL DATA
   Net assets, end
   of period
   (000 omitted)       $189,467  $217,713  $316,810  $318,932  $205,101  $142,493  $139,113  $178,978   $315,154   $483,279
   Portfolio
   turnover                 20%        33%       36%       15%       42%       40%       69%       55%        63%        57%
</TABLE>

(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(b) This voluntary expense decrease for the shareholder services fee is
    reflected in both the expense and net investment income ratios shown above.

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

Further information about the Trust's performance is contained in the
Trust's Annual Report for the fiscal year ended June 30, 1996, which can be
obtained free of charge.
    
 FEDERATED SHORT-TERM MUNICIPAL TRUST
 PORTFOLIO OF INVESTMENTS
   
 JUNE 30, 1996
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>             <S>                                                               <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- 99.0%
                ALABAMA -- 3.0%
 $   4,000,000  Alabama State, UT GO Refunding Bonds, 5.55%, 9/1/1997                    AA     $   4,081,080
     1,850,000  Alabama State, UT GO Refunding Bonds, 5.70%, 9/1/1998                    AA         1,907,572
                  Total                                                                             5,988,652
                CALIFORNIA -- 18.1%
     4,000,000  California State, UT GO Bonds, 10.00%, 4/1/1998                          Aa         4,383,440
     7,500,000  California State, UT GO Bonds, 6.50%, 11/1/1997                          A1         7,759,500
     2,000,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.30% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/1998                                                                 A          1,991,640
     2,000,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.60% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/1999                                                                 A          1,980,880
     1,500,000  California Statewide Communities Development
                Authority, Certificates of Participation, 4.80% (Queen
                of Angels-Hollywood Presbyterian Medical Center),
                1/1/2000                                                                 A          1,485,045
    13,000,000  Los Angeles, CA Wastewater System, Revenue Bonds
                (Series D), 6.70% (MBIA INS)/(United States Treasury
                PRF)/(Original Issue Yield: 6.769%), 12/1/2000 (@102)                   Aaa        14,318,590
     3,310,000  University of California, Hospital Revenue Refunding
                Bonds, 8.00% (UCLA Medical Center)/(MBIA INS),
                12/1/1998                                                               Aaa         3,593,402
                  Total                                                                            35,512,497
                CONNECTICUT -- 2.0%
     4,000,000  State of Connecticut Special Assessment Unemployment
                Compensation Advance Fund, Refunding Revenue
                Bonds, Series 1996A, 4.50% (AMBAC LOC)/(Original
                Issue Yield: 4.55%), 11/15/1999                                         Aaa         3,996,720
</TABLE>

    
FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>             <S>                                                               <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                GEORGIA -- 3.2%
 $   2,000,000  Atlanta, GA, Airport Facilities Revenue Refunding
                Bonds (Series 1996), 5.25% (AMBAC INS), 1/1/1999                        Aaa     $   2,032,360
     4,060,000  Georgia State, UT GO Bonds (Series D), 8.40%, 6/1/1997                  Aaa         4,231,332
                  Total                                                                             6,263,692
                HAWAII -- 7.9%
     5,000,000  Hawaii State, UT GO Bonds (Series BN), 7.10%
                (United States Treasury PRF), 6/1/1998 (@101.5)                         Aaa         5,339,100
     5,500,000  Hawaii State, UT GO Refunding Bonds (Series BV),
                5.40% (Original Issue Yield: 5.45%), 11/1/1997                           AA         5,609,065
     4,500,000  Honolulu, HI City & County, UT GO Bonds (Series B),
                4.80% (Original Issue Yield: 4.90%), 6/1/1998                           AAA         4,548,870
                  Total                                                                            15,497,035
                ILLINOIS -- 3.1%
     2,900,000  Illinois State Sales Tax, Revenue Bonds (Series V),
                5.625%, 6/15/1998                                                       AAA         2,975,690
     3,000,000  Illinois State, UT GO Bonds, 5.50%, 8/1/1999                            AA-         3,075,120
                  Total                                                                             6,050,810
                LOUISIANA -- 3.8%
     7,000,000  Louisiana State, Refunding GO Bonds (Series 1996A),
                6.00% (FGIC INS), 8/1/2000                                              Aaa         7,349,440
                MICHIGAN -- 3.1%
     3,000,000  Michigan Underground Storage Tank Financial
                Assurance Authority, Revenue Refunding Bonds
                (Series I), 5.00% (AMBAC INS), 5/1/1999                                 Aaa         3,036,630
     3,000,000  Michigan Underground Storage Tank Financial
                Assurance Authority, Revenue Refunding Bonds
                (Series I), 5.00% (AMBAC INS), 5/1/2001                                 Aaa         3,031,260
                  Total                                                                             6,067,890
</TABLE>

    
FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>             <S>                                                               <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                MINNESOTA -- 2.6%
 $   5,000,000  Minnesota State, UT GO Refunding Bonds, 4.70%,
                8/1/1997                                                                AA+     $   5,049,750
                NEVADA -- 7.1%
     8,500,000  Nevada State Highway Improvement Authority, Motor
                Vehicle Fuel Tax Revenue Bond, 4.75% (Original Issue
                Yield: 4.90%), 4/1/1998                                                  AA         8,574,375
     5,000,000  Nevada State Highway Improvement Authority, Motor
                Vehicle Fuel Tax Revenue Bonds, 7.00%, 4/1/1999                          AA         5,306,400
                  Total                                                                            13,880,775
                NEW HAMPSHIRE -- 4.3%
     7,900,000  New Hampshire State Turnpike System, Revenue Bonds,
                8.25% (United States Treasury PRF)/(Original Issue
                Yield: 8.30%), 11/1/1997 (@102)                                         Aaa         8,502,928
                NEW JERSEY -- 7.6%
     7,000,000  New Jersey State, UT GO Bonds, 7.20%, 4/15/1999                         AA+         7,499,100
     7,000,000  New Jersey State, UT GO Refunding Bonds (Series C),
                6.50%, 1/15/2002                                                        AA+         7,318,150
                  Total                                                                            14,817,250
                NEW MEXICO -- 4.4%
     8,650,000  Albuquerque, NM, GO UT Bonds (Series A & B), 4.60%,
                7/1/1998                                                                 AA         8,715,135
                NEW YORK -- 2.7%
     5,000,000  New York City Municipal Water Finance Authority,
                Water & Sewer System Revenue Bonds (Series A),
                7.20%, 6/15/1999                                                         A          5,343,700
                OHIO -- 3.7%
     3,630,000  Lucas County, OH HFA, Refunding Revenue Bonds
                (Series 1996), 5.00% (ProMedica Healthcare Obligated
                Group)/(MBIA INS), 11/15/1999                                           Aaa         3,677,626
     3,600,000  Miami Valley Regional Transit Authority, OH, Ltd Tax
                GO Bonds, 4.75%, 4/15/1997                                               A          3,625,416
                  Total                                                                             7,303,042
</TABLE>

    
FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>             <S>                                                               <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                OREGON -- 2.1%
 $   2,000,000  Oregon State Department of Transportation, Regional
                Light Rail Revenue Bond, Westside Project, 5.375%
                (MBIA INS), 6/1/1999                                                    Aaa     $   2,049,320
     2,000,000  Oregon State Department of Transportation, Regional
                Light Rail Revenue Bond, Westside Project, 5.50%
                (MBIA INS), 6/1/2000                                                    Aaa         2,064,980
                  Total                   4,114,300
                PENNSYLVANIA -- 8.0%
     5,000,000  Commonwealth of Pennsylvania, UT GO Second Series
                Refunding Bonds, 4.75%, 6/15/1998                                       AA-         5,048,900
     4,375,000  Pennsylvania Intergovernmental Coop Authority,
                Special Tax Revenue Bond, City of Philadelphia Funding
                Program, 5.40% (FGIC INS)/(Original Issue Yield:
                5.50%), 6/15/1997                                                       Aaa         4,445,350
     4,000,000  Pennsylvania Intergovernmental Coop Authority,
                Special Tax Revenue Refunding Bonds, Philadelphia
                Funding Program, 5.75% (FGIC INS), 6/15/1999                            Aaa         4,128,800
     2,000,000  Pennsylvania State Higher Education Facilities
                Authority, Health Services Revenue Bonds (Series A),
                4.60% (Allegheny Delaware Valley Obligated Group)/
                (MBIA INS)/(Original Issue Yield: 4.65%), 11/15/1999                    Aaa         1,998,660
                 Total                  15,621,710
                TEXAS -- 6.9%
     3,000,000  Mesquite, TX Independent School District No. 1, UT GO
                Refunding Bonds, 7.00%, 2/15/1997                                        A+         3,059,700
     2,425,000  Texas State Public Property Finance Corp., Revenue
                Refunding Bonds, 4.30% (Mental Health & Retardation,
                TX)/(FSA INS), 9/1/1997                                                 Aaa         2,434,894
     4,440,000  Texas State, UT GO Public Finance Authority (Series B),
                8.00%, 10/1/1999                                                         AA         4,903,492
     3,000,000  Texas State, UT GO Public Finance Authority (Series C),
                6.50%, 10/1/1997                                                         AA         3,096,330
                  Total                                                                            13,494,416
</TABLE>

    
FEDERATED SHORT-TERM MUNICIPAL TRUST
   
<TABLE>
<CAPTION>
    PRINCIPAL                                                                        CREDIT
     AMOUNT                                                                          RATING*        VALUE
<C>             <S>                                                               <C>         <C>
 SHORT-INTERMEDIATE MUNICIPAL SECURITIES -- CONTINUED
                WASHINGTON -- 5.4%
 $   3,000,000  Washington State, UT GO Bonds (Series B), 5.00%,
                5/1/1998                                                                 AA     $   3,039,540
     7,425,000  Washington State, UT GO Bonds (Series B), 5.00%,
                5/1/1999                                                                 AA         7,513,654
                  Total                                                                            10,553,194
                  TOTAL SHORT-INTERMEDIATE MUNICIPAL SECURITIES
                  (IDENTIFIED COST $192,280,606)                                                  194,122,936
 SHORT-TERM MUNICIPAL SECURITIES -- 2.6%
                PENNSYLVANIA -- 0.3%
       600,000  Geisinger Authority, PA Health System, (Series 1992B)
                Daily VRDNs                                                              AA           600,000
                PUERTO RICO -- 0.9%
     1,700,000  Puerto Rico Government Development Bank Weekly
                VRDNs (Credit Suisse, Zurich LOC)                                       AA+         1,700,000
                TEXAS -- 1.4%
     2,800,000  Harris County, TX HFDC, (Series 1994) Daily VRDNs
                (Methodist Hospital, Houston, TX)                                        AA         2,800,000
                  TOTAL SHORT-TERM MUNICIPAL SECURITIES
                  (AT AMORTIZED COST)                                                           $   5,100,000
                  TOTAL INVESTMENTS (IDENTIFIED COST $197,380,606)(A)                           $ 199,222,936
</TABLE>


(a) The cost of investments for federal tax purposes amounts to
    $197,380,606. The net unrealized appreciation of investments on a federal
    tax basis amounts to $1,842,330 which is comprised of $1,893,757
    appreciation and $51,427 depreciation at June 30, 1996.
  * Please refer to the Appendix of the Statement of Additional Information
    for an explanation of the credit ratings. Current credit ratings are
    unaudited.

Note: The categories of investments are shown as a percentage of net assets
      ($195,676,284) at June 30, 1996.

The following acronym(s) are used throughout this portfolio:

AMBAC -- American Municipal Bond Assurance Corporation
FGIC  -- Financial Guaranty Insurance Company
FSA   -- Financial Security Assurance
GO    -- General Obligation
HFA   -- Housing Finance Authority
HFDC  -- Health Facility Development Corporation
INS   -- Insured
LOC   -- Letter of Credit
MBIA  -- Municipal Bond Investors Assurance
PRF   -- Prerefunded
UT    -- Unlimited Tax
VRDNs -- Variable Rate Demand Notes
    
(See Notes which are an integral part of the Financial Statements)

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 STATEMENT OF ASSETS AND LIABILITIES
   
 JUNE 30, 1996
<TABLE>
<S>                                                     <C>              <C>
 ASSETS:
 Total investments in securities, at value
 (identified and tax cost $197,380,606)                                     $199,222,936
 Cash                                                                            118,108
 Income receivable                                                             2,256,922
 Receivable for investments sold                                               1,618,383
 Receivable for shares sold                                                      236,303
   Total assets                                                              203,452,652
 LIABILITIES:
 Payable for investments purchased                        $ 5,709,695
 Payable for shares redeemed                                1,547,752
 Income distribution payable                                  494,308
 Accrued expenses                                              24,613
   Total liabilities                                                           7,776,368
 Net Assets for 19,106,684 shares                                           $195,676,284
 outstanding
 NET ASSETS CONSIST OF:
 Paid in capital                                                            $200,697,688
 Net unrealized appreciation of investments                                    1,842,330
 Accumulated net realized loss on investments                                 (6,863,734)
   Total Net Assets                                                         $195,676,284
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 INSTITUTIONAL SHARES:
 $189,467,202 / 18,500,404 shares outstanding                                     $10.24
 INSTITUTIONAL SERVICE SHARES:
 $6,209,082 / 606,280 shares outstanding                                          $10.24
</TABLE>

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

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 STATEMENT OF OPERATIONS
   
 YEAR ENDED JUNE 30, 1996
<TABLE>
<S>                                                      <C>             <C>                <C>
 INVESTMENT INCOME:
 Interest                                                                                       $9,653,664
 EXPENSES:
 Investment advisory fee                                                    $  837,213
 Administrative personnel and services                                         158,326
 fee
 Custodian fees                                                                 24,310
 Transfer and dividend disbursing                                               50,103
 agent fees and expenses
 Directors'/Trustees' fees                                                      13,381
 Auditing fees                                                                  15,957
 Legal fees                                                                      4,912
 Portfolio accounting fees                                                      77,741
 Distribution services fee -                                                    14,775
 Institutional Service Shares
 Shareholder services fee -                                                    508,483
 Institutional Shares
 Shareholder services fee -                                                     14,775
 Institutional Service Shares
 Share registration costs                                                       28,147
 Printing and postage                                                           16,909
 Insurance premiums                                                              6,711
 Taxes                                                                          13,761
 Miscellaneous                                                                   2,076
   Total expenses                                                            1,787,580
 Waivers --
   Waiver of investment advisory fee                      $(266,026)
   Waiver of distribution services fee
   - Institutional Service Shares                           (13,988)
   Waiver of shareholder services fee
   - Institutional Shares                                  (508,483)
   Waiver of shareholder services fee
   - Institutional Service Shares                              (786)
     Total waivers                                                            (789,283)
       Net expenses                                                                                998,297
         Net investment income                                                                   8,655,367
 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments                                                                 (175,989)
 Net change in unrealized appreciation
 (depreciation) of investments                                                                    (614,249)
   Net realized and unrealized gain on investments                                                (790,238)
     Change in net assets resulting from operations                                            $ 7,865,129
</TABLE>

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

 FEDERATED SHORT-TERM MUNICIPAL TRUST
 STATEMENT OF CHANGES IN NET ASSETS
   
<TABLE>
<CAPTION>
                                                                YEAR ENDED        YEAR ENDED
                                                               JUNE 30, 1996     JUNE 30, 1995
<S>                                                          <C>               <C>
 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS --
 Net investment income                                        $  8,655,367        $ 11,058,131
 Net realized gain (loss) on investments ($(2,597,123) and
 $1,189,491, respectively, as computed
 for federal tax purposes)                                        (175,989)         (3,533,063)
 Net change in unrealized appreciation
 (depreciation)                                                   (614,249)          5,627,330
   Change in net assets resulting
    from operations                                              7,865,129          13,152,398
 DISTRIBUTIONS TO SHAREHOLDERS --
 Distributions from net investment income
   Institutional Shares                                         (8,424,725)        (10,679,008)
    Institutional Service Shares                                  (230,642)           (379,123)
        Change in net assets resulting from distributions
        to shareholders                                         (8,655,367)        (11,058,131)
 SHARE TRANSACTIONS --
 Proceeds from sale of shares                                   64,151,068          51,547,320
 Net asset value of shares issued to shareholders in
 payment of distributions declared                               2,372,964           2,700,836
 Cost of shares redeemed                                       (92,993,242)       (181,676,422)
   Change in net assets resulting from share transactions      (26,469,210)       (127,428,266)
     Change in net assets                                      (27,259,448)       (125,333,999)
 NET ASSETS:
 Beginning of period                                           222,935,732         348,269,731
 End of period                                                $195,676,284        $222,935,732
</TABLE>

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

FEDERATED SHORT-TERM MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS
   
JUNE 30, 1996

1. ORGANIZATION

Federated Short-Term Municipal Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The Trust offers two classes of
shares: Institutional Shares and Institutional Service Shares. The
investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax. The Trust pursues this investment
objective by investing in a portfolio of municipal securities with a
dollar-weighted average maturity of less than three years.
    
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 -- Municipal bonds are valued by an independent
   pricing service, taking into consideration yield, liquidity, risk, credit
   quality, coupon, maturity, type of issue, and any other factors or market
   data the pricing service deems relevant. Short-term securities are valued at
   the prices provided by an independent pricing service. However, short-term
   securities with remaining maturities of sixty days or less at the time of
   purchase may be valued at amortized cost, which approximates fair market
   value.
    
   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.

   At June 30, 1996, the Trust, for federal tax purposes, had a capital loss
   carryforward of $6,687,424, which will reduce the Trust's taxable income
   arising from future net realized gain on investments, if any, to the extent
   permitted by the Code, and thus will reduce the amount of the distributions
   to shareholders which would otherwise be necessary to relieve the Trust of
   any liability for federal tax. Pursuant to the Code, such capital loss
   carryforward will expire as follows:
<TABLE>
<CAPTION>
   EXPIRATION YEAR     EXPIRATION AMOUNT
<C>                  <C>
      1997               $ 1,097,445
      1998               $ 1,729,378
      1999               $    11,866
      2001               $    62,121
      2003               $ 1,189,491
      2004               $ 2,597,123
</TABLE>


FEDERATED SHORT-TERM MUNICIPAL TRUST

   Additionally, net capital losses of $175,989 attributable to security
   transactions incurred after October 31, 1995 are treated as arising on July
   1, 1996, the first day of the Trust's next taxable year.
    
   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) for
each class of shares.

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>
                                                                    YEAR ENDED JUNE 30,
                                                            1996                         1995
INSTITUTIONAL SHARES                                SHARES       AMOUNT          SHARES       AMOUNT
<S>                                             <C>          <C>            <C>          <C>
Shares sold                                       5,801,109   $ 59,763,022     4,823,992   $ 48,787,554
Shares issued to shareholders in payment of
distributions declared                              210,577      2,168,702       234,548      2,373,194
Shares redeemed                                  (8,687,459)   (89,426,238)  (15,099,319)  (152,318,952)
  Net change resulting from Institutional share
  transactions                                   (2,675,773)  $(27,494,514)  (10,040,779) $(101,158,204)
<CAPTION>
                                                                    YEAR ENDED JUNE 30,
                                                            1996                         1995
INSTITUTIONAL SERVICE SHARES                        SHARES       AMOUNT          SHARES       AMOUNT
<S>                                             <C>          <C>            <C>          <C>
Shares sold                                         424,713   $  4,388,046       272,110  $   2,759,766
Shares issued to shareholders in payment of
distributions declared                               19,833        204,262        32,358        327,642
Shares redeemed                                    (346,274)    (3,567,004)   (2,896,311)   (29,357,470)
  Net change resulting from Institutional
  Service share transactions                         98,272   $  1,025,304    (2,591,843) $ (26,270,062)
  Net change resulting from share transactions   (2,577,501)  $(26,469,210)  (12,632,622) $(127,428,266)
</TABLE>


FEDERATED SHORT-TERM MUNICIPAL TRUST

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   INVESTMENT ADVISORY FEE -- Federated Management, 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 (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)
   exceeded 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.

   DISTRIBUTION SERVICES FEE -- The Trust has adopted a Distribution Plan (the
   "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan,
   the Trust will compensate Federated Securities Corp ("FSC"), the principal
   distributor, from the net assets of the Trust to finance activities intended
   to result in the sale of the Trust's Institutional Service Shares. The Plan
   provides that the Trust may incur distribution expenses up to 0.25% of the
   average daily net assets of the Institutional Service Shares, annually, to
   compensate FSC. The distributor may voluntarily choose to waive any portion
   of its fee. The distributor can modify or terminate this voluntary waiver at
   any time at its sole discretion.

   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 daily average net assets of the Trust for the period. The
   fee paid to FSS is used to finance certain services for shareholders and to
   maintain shareholder accounts. For the period ended June 30, 1996, the
   Institutional Shares did not incur a shareholder services fee. 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.
   
   INTERFUND TRANSACTIONS -- During the period ended June 30, 1996, the Trust
   engaged in purchase and sale transactions with funds that have a common
   investment adviser (or affiliated investment advisers), common
   Directors/Trustees, and/or common Officers. These purchase and sale
   transactions were made at current market value pursuant to Rule 17a-7 under
   the Act amounting to $97,900,000 and $90,300,000, respectively.
    
FEDERATED SHORT-TERM MUNICIPAL TRUST

   GENERAL -- Certain of the Officers and Trustees of the Trust are Officers
   and Directors or Trustees of the above companies.
5. INVESTMENT TRANSACTIONS
   
Purchases and sales of investments, excluding short-term securities (and
in-kind contributions), for the period ended June 30, 1996, were as follows:
<TABLE>
<S>                                                            <C>
PURCHASES                                                        $41,436,333
SALES                                                            $63,412,214
</TABLE>

    

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
FEDERATED SHORT-TERM MUNICIPAL TRUST:
   
We have audited the accompanying statement of assets and liabilities of
Federated Short-Term Municipal Trust (a Massachusetts business trust),
including the schedule of portfolio of investments as of June 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 pages 2 and 14 of the prospectus) for each
of the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of June 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
Federated Short-Term Municipal Trust as of June 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
each of the periods presented in conformity with generally accepted
accounting principles.

                                                        ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
August 2, 1996
    
ADDRESSES

Federated Short-Term Municipal Trust
            Institutional Service Shares    Federated Investors Tower
                                            Pittsburgh, Pennsylvania 15222-3779

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

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

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

FEDERATED SHORT-TERM
MUNICIPAL TRUST
INSTITUTIONAL SERVICE SHARES

PROSPECTUS

A No-Load, Open-End, Diversified
Management Investment Company
   
Prospectus dated August 31, 1996

[graphic]
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.

[graphic]

Cusip 313907206
8072507A-SS (8/96)
    
                      FEDERATED SHORT-TERM MUNICIPAL TRUST
                             INSTITUTIONAL SHARES
                         INSTITUTIONAL SERVICE SHARES
                   STATEMENT OF ADDITIONAL INFORMATION    
       
    This Statement of Additional Information should be read with the
    prospectuses  for Institutional Shares and Institutional Service
    Shares of Federated Short-Term Municipal Trust (the "Trust"), dated
    August 31, 1996 This Statement is not a prospectus. You may request a
    copy of a prospectus or a paper copy of this Statement, if you have
    received it electronically, free of charge by calling 1-800-341-7400.
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
                       Statement dated August 31, 1996


FEDERATED INVESTORS
Federated Investors Tower
Pittsburgh, PA  15222-3779


Federated Securities Corp. is the distributor of the Fund(s)
and is a subsidiary of Federated Investors.
Cusip 313907107
Cusip 313907206
8072507B (8/96)
    


       


GENERAL INFORMATION ABOUT THE TRUST       2

INVESTMENT OBJECTIVE AND POLICIES         2

 Acceptable Investments                   2
  Characteristics                         2
  Participation Interests                 3
  Variable Rate Municipal Securities      3
 When-Issued and Delayed Delivery
  Transactions                            4
 Portfolio Turnover                       4
 Investment Limitations                   5
  Diversification of Investments          5
  Borrowing Money                         5
  Pledging Assets                         6
  Underwriting                            6
  Investing in Real Estate                6
  Investing in Commodities or Minerals    6
  Making Loans                            7
  Selling Short And Buying On Margin      7
  Issuing Senior Securities               7
  Investing in Issuers Whose Securities are
   Owned by Officers and Trustees of the
   Trust                                  7
  Investing in Restricted Securities      7
  Acquiring Securities                    7
  Investing in New Issuers                8


  Investing in Illiquid Securities        8
  Investing in  Puts, Calls, Straddles,
   and Spreads                            8
TRUST MANAGEMENT                          9

 Trust Ownership                         17
 Trustees' Compensation                  18
 Trustee Liability                       19
INVESTMENT ADVISORY SERVICES             20

 Adviser to the Trust                    20
 Advisory Fees                           20
 State Expense Limitations               20
 Other Related Services                  21
BROKERAGE TRANSACTIONS                   21

OTHER SERVICES                           22

 Trust Administration                    22
 Custodian and Portfolio Accountant      23
 Transfer Agent                          23
 Independent Public Accountants          23
PURCHASING SHARES                        24

 Distribution Plan (Institutional Service
  Shares only) and Shareholder Services
  Agreement                              24
DETERMINING NET ASSET VALUE              25

 Valuing Municipal Securities            25
 Use of Amortized Cost                   25


REDEEMING SHARES                         26

REDEMPTION IN KIND                       26

MASSACHUSETTS PARTNERSHIP LAW            27

TAX STATUS                               27

 The Trust's Tax Status                  27
TOTAL RETURN                             28

YIELD                                    28

TAX-EQUIVALENT YIELD                     29

  Tax-Equivalency Table                  29
PERFORMANCE COMPARISONS                  31

 Economic and Market Information         33
ABOUT FEDERATED INVESTORS                33

 Mutual Fund Market                      34
  Institutional Clients                  35
  Trust Organizations                    35
  Broker/Dealers and Bank  Broker/Dealer
   Subsidiaries                          35
APPENDIX                                 36

    <
    /
    R
    >


GENERAL INFORMATION ABOUT THE TRUST

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated May 8, 1981. The name of the Trust was Federated
Short-Intermediate Municipal Trust prior to August 23, 1993. On August 23,
1993, the shareholders of the Trust voted to change the name of the Trust
to Short-Term Municipal Trust. On December 15, 1994, the name of the Trust
was changed from Short-Term Municipal Trust to Federated Short-Term
Municipal Trust.

    
   
Shares of the Trust are offered in two classes, known as Institutional
Shares and Institutional Service Shares (individually and collectively
referred to as "Shares," as the context may require). This Statement of
Additional Information relates to the above-mentioned Shares of the Trust.
    
INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Trust is to provide dividend income which
is exempt from federal regular income tax.
ACCEPTABLE INVESTMENTS
   
The Trust attempts to achieve its investment objective by investing at
least 80% of its net assets in a diversified portfolio of municipal
securities or by investing its assets so that at least 80% of its income
will be tax exempt. The investment objective and the policy stated above
cannot be changed without the approval of shareholders. The investment
policies described below may be changed without shareholder approval.
    
  CHARACTERISTICS
     The municipal securities in which the Trust invests have the


     characteristics set forth in the prospectuses. The Trust may use
     similar services or ratings other than Moody's Investors Service, Inc.
     ("Moody's") or Standard & Poor's Ratings Group ("S&P"). If a
     security's rating is reduced below the required minimum after the
     Trust has purchased it, the Trust is not required to sell the
     security, but may consider doing so. If ratings made by Moody's or S&P
     change because of changes in those organizations or in their rating
     systems, the Trust will try to use comparable ratings as standards in
     accordance with the investment policies described in the Shares'
     prospectuses.
  PARTICIPATION INTERESTS
     The financial institutions from which the Trust purchases
     participation interests frequently provide or secure from another
     financial institution irrevocable letters of credit or guarantees and
     give the Trust the right to demand payment of the principal amounts of
     the participation interests plus accrued interest on short notice
     (usually within seven days). These financial institutions may charge
     certain fees in connection with their repurchase commitments,
     including a fee equal to the excess of the interest paid on the
     municipal securities over the negotiated yield at which the
     participation interests were purchased by the Trust. By purchasing
     participation interests having a seven day demand feature, the Trust
     is buying a security meeting the quality requirements of the Trust and
     also is receiving the tax-free benefits of the underlying securities.
  VARIABLE RATE MUNICIPAL SECURITIES
     Variable interest rates generally reduce changes in the market value
     of municipal securities from their original purchase prices.
     Accordingly, as interest rates decrease or increase, the potential for
     capital appreciation or depreciation is less for variable rate


     municipal securities than for fixed income obligations. Many municipal
     securities with variable interest rates purchased by the Trust are
     subject to repayment of principal (usually within seven days) on the
     Trust's demand. For purposes of determining the Trust's average
     maturity, the maturities of these variable rate demand municipal
     securities (including participation interests) are the longer of the
     periods remaining until the next readjustment of their interest rates
     or the periods remaining until their principal amounts can be
     recovered by exercising the right to demand payment. The terms of
     these variable rate demand instruments require payment of principal
     and accrued interest from the issuer of the municipal obligations, the
     issuer of the participation interests, or a guarantor of either
     issuer.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price and yield for the Trust. 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.  No fees or
other expenses, other than normal transaction costs, are incurred. However,
liquid assets of the Trust sufficient to make payment for the securities to
be purchased are segregated on the Trust's records at the trade date. These
securities are 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 the extent that would cause the segregation of
more than 20% of the total value of its assets.
PORTFOLIO TURNOVER
   
The Trust will not attempt to set or meet a portfolio turnover rate since
any turnover would be incidental to transactions undertaken in an attempt


to achieve the Trust's investment objective. During the fiscal years ended
June 30, 1996 and 1995,  the portfolio turnover rates were 20% and 33%,
respectively.
    
INVESTMENT LIMITATIONS
  DIVERSIFICATION OF INVESTMENTS
     The Trust will not purchase the securities of any issuer (except cash
     and cash instruments and securities issued or guaranteed by the United
     States government, its agencies and instrumentalities) if, as a
     result, more than 5 percent of its total assets would be invested in
     the securities of such issuer. For purposes of this limitation, each
     governmental subdivision, i.e., state, territory, possession of the
     United States or any political subdivision of any of the foregoing,
     including agencies, authorities, instrumentalities, or similar
     entities, or of the District of Columbia, shall be considered a
     separate issuer if its assets and revenues are separate from those of
     the governmental body creating it and the security is backed only by
     its own assets and revenues. In the case of an industrial development
     bond, if the security is backed only by the assets and revenues of a
     non-governmental user, then such non-governmental user will be deemed
     to be the sole issuer. If, however, in the case of an industrial
     development bond or governmental issued security, a governmental or
     some other entity guarantees the security, such guarantee would be
     considered a separate security issued by the guarantor as well as the
     other issuer (as above defined) subject to limited exclusions allowed
     by the Investment Company Act of 1940.
  BORROWING MONEY
     The Trust will not borrow money except as a temporary measure for
     extraordinary or emergency purposes and then (a) only in amounts not


     in excess of 5% of the value of its total assets or (b) in an amount
     up to one-third of the value of its total assets, including the amount
     borrowed. (This borrowing provision is not for investment leverage but
     solely to facilitate management of the portfolio by enabling the Trust
     to meet redemption requests when the liquidation of portfolio
     securities would be inconvenient or disadvantageous.)
     While any such borrowings are outstanding, no net purchases of
     investment securities will be made by the Trust. If, due to market
     fluctuations or other reasons, the value of the Trust's assets falls
     below 300% of its borrowings, the Trust will reduce its borrowings
     within three business days. To do this, the Trust may have to sell a
     portion of its investments at a time when it may be disadvantageous to
     do so.
  PLEDGING ASSETS
     The Trust will not mortgage, pledge, or hypothecate its assets except
     to secure permitted borrowings. In those cases, it may mortgage,
     pledge, or hypothecate assets having a market value not exceeding 10%
     of the value of total assets at the time of the borrowing.
  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 REAL ESTATE
     The Trust will not buy or sell real estate, although it may invest in
     municipal securities secured by real estate or interests in real
     estate.
  INVESTING IN COMMODITIES OR MINERALS
     The Trust will not buy or sell commodities, commodity contracts, or


     oil, gas, or other mineral exploration or development programs.
  MAKING LOANS
     The Trust will not make loans, but may acquire publicly or nonpublicly
     issued municipal securities as permitted by its investment objective,
     policies, and limitations.
  SELLING SHORT AND BUYING ON MARGIN
     The Trust will not sell any securities short or purchase any
     securities on margin but may obtain such short-term credits as may be
     necessary for clearance of purchases and sales of securities.
  ISSUING SENIOR SECURITIES
     The Trust will not issue senior securities, except as permitted by its
     investment objective and policies.
The above investment limitations cannot be changed without shareholder
approval. The following 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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
  OF THE TRUST
     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 1/2 of 1% of the issuer's securities
     together own more than 5% of the issuer's securities.
  INVESTING IN RESTRICTED SECURITIES
     The Trust will not invest more than 10% of the value of its total
     assets in securities which are subject to restrictions on resale under
     federal securities laws, except for securities which meet the criteria
     for liquidity, as established by the Trustees.
  ACQUIRING SECURITIES
     The Trust will not acquire voting securities, except as part of a


     merger, consolidation, reorganization, or acquisition of assets. The
     Trust  will not invest in securities issued by any other investment
     company or investment trust.
  INVESTING IN NEW ISSUERS
     The Trust will not invest more than 5% of its total assets in
     industrial development bonds where the payment of principal and
     interest are the responsibility of companies with less than three
     years of operating history.
  INVESTING IN ILLIQUID SECURITIES
     The Trust will not invest more than 15% of the value of its net assets
     in illiquid securities, including repurchase agreements providing for
     settlement in more than seven days after notice and certain restricted
     securities.
  INVESTING IN  PUTS, CALLS, STRADDLES, AND SPREADS
     The Trust will not purchase or sell puts, calls, straddles, spreads,
     or any combination thereof except that the Trust may purchase
     municipal securities from a broker, dealer, or other person
     accompanied by the agreement of such seller to purchase, at the
     Trust's option, the municipal security prior to the maturity thereof.
The Trust does not intend to purchase securities if, as a result of such
purchase, more than 25% of the value of its assets would be invested in the
securities of governmental subdivisions located in any one state,
territory, or possession of the United States.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of the investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in violation of such restriction.
The Trust did not borrow money, pledge securities or invest in illiquid
securities or restricted securities in excess of 5% of the value of its


total assets during the last fiscal year and has no present intent to do so
in the coming fiscal year.
For purposes of this limitation, the Trust considers cash instruments and
items to be instruments issued by a U.S. branch of a domestic bank or
savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of the investment.
   
TRUST MANAGEMENT

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


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


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934


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


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; President, Northgate Village
Development Corporation; Partner or Trustee in private real estate ventures
in Southwest Florida; Director or Trustee of the Funds; formerly,
President, Naples Property Management, Inc.


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


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


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;


Director or Trustee of the Funds; formerly, Counsel, Horizon Financial,
F.A., Western Region.


 Glen R. Johnson *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929
President and Trustee
Trustee, Federated Investors; President and/or Trustee of some of the
Funds; staff member, Federated Securities Corp.


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




Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674


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


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
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 and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho
Management Center; Director or Trustee of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management
Advisory Board.




Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director or Trustee of the Funds.


 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 Trust.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930


Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated 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, Secretary
and Treasurer 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 used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Annuity Management Series; Arrow
Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc. ;
DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities,
Inc.; Federated GNMA Trust; Federated Government Income Securities, Inc.;
Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Insurance Series; Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
Federated Municipal Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
Federated Stock Trust; Federated Tax-Free Trust; Federated Total  Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities


Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income
Securities, Inc.; Fortress Utility Fund, Inc.; High Yield Cash Trust;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty  Term Trust, Inc. - 1999;
Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed
Series Trust; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income Trust; Newpoint
Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration Trust; Tax-
Free Instruments Trust; The Planters Funds; The Starburst Funds; The
Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.
    
TRUST OWNERSHIP
Officers and Trustees own less than 1% of the Trust's outstanding shares.
   
As of August 2, 1996 the following shareholders of record owned 5% or more
of the outstanding Institutional Service Shares of the Trust: Fidelity
State Street Bank & Trust Co., Dodge City, Kansas, owned approximately
53,574 Shares (8.85%%); National Financial Services For The Exclusive
Benefit of Our Customers, New York, New York, owned approximately 44,689
Shares (7.38%); John H. Seale, Jaspar, Texas, owned approximately 63,652
Shares (10.52%);CPB Trust Division Fiduciary Account 102007, Honolulu,
Hawaii, owned approximately 31,087 Shares (5.14%);and Ron Vanderpol &
Sharon Vanderpol, Bryon Center , Michigan, owned approximately 97,918
Shares (16.18%);


As of August 2, 1996, the following shareholders of record owned 5% or more
of the outstanding Institutional Shares of the Trust: Charles Schwab & Co.,
Inc., San Francisco, California owned approximately 2,158,621 Shares
(11.42%);

       TRUST'S RECORDS HE TRUST 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,++      $1,211.53        $86,331 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
John T. Conroy,  $1,323.63 $115,760 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
William J. Copeland,     $1,323.63        $115,760 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
James E. Dowd,   $1,323.63 $115,760 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D., $1,211.53        $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
Edward L. Flaherty, Jr., $1,323.63        $115,760 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex


Glen R. Johnson, $ 0     $-0- for the Trust  and
President and Trustee      9 other investment companies in the Fund
Complex
Peter E. Madden, $1,211.53 $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
Gregor F. Meyer, $1,211.53 $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
John E. Murray, Jr.,     $1,211.53        $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
Wesley W. Posvar,$1,211.53 $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex
Marjorie P. Smuts,       $1,211.53        $104,898 for the Trust  and
Trustee                  54 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended June 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 Trust's 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

ADVISER TO THE TRUST
The Trust's investment adviser is Federated Management (the "Adviser"). It
is a subsidiary of Federated Investors. All of the 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 its shareholders for any
losses that may be sustained in the purchase, holding, or sale of any
security, 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 Management receives an annual
investment advisory fee as described in the prospectuses. During the fiscal
years ended June 30, 1996, 1995, and 1994, the Trust's adviser earned
$837,213, $1,084,312, and $1,414,365, respectively, which were reduced by
$266,026, $346,925, and $452,665, respectively, because of undertakings to
limit the Trust's expenses.
    
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
2.5% per year of the first $30 million of average net assets, 2% per year
of the next $70 million of average net assets, and 1.5% 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 expense
limitation, the investment advisory fee paid will be reduced by the amount
of the excess, subject to an annual adjustment. If the expense limitation
is exceeded, the amount to be reimbursed by the Adviser will be limited, in
any single fiscal year, by the amount of the investment advisory fee.
This arrangement is not part of the advisory contract and may be amended or
rescinded in the future.
OTHER RELATED SERVICES
Affiliates of the Adviser may, from time to time, provide certain
electronic equipment and software to institutional customers in order to
facilitate the purchase of shares of funds offered by Federated Securities
Corp.
   
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 year(s) ended June 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 Administrative 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 June 30, 1996, 1995,
and 1994, the Administrators earned $158,326, $205,206, and $346,714,
respectively. Dr. Henry J. Gailliot, an officer of Federated Management,
the adviser to the Trust, holds approximately 20% of the outstanding common
stock and serves as a director of Commercial Data Services, Inc., a company
which provides computer processing services to Federated Services Company.
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 auditors for the Trust are Arthur Andersen LLP ,
Pittsburgh, PA.
    


PURCHASING SHARES

Shares are sold at their net asset value without a sales charge on days the
New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in the respective prospectuses under "Investing in
Institutional Shares" or "Investing in Institutional Service Shares."
DISTRIBUTION PLAN (INSTITUTIONAL SERVICE SHARES ONLY) AND SHAREHOLDER
SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.
With respect to the Institutional Service Shares, by adopting the
Distribution Plan, the Board of Trustees expects that the Trust will be
able to achieve a more predictable flow of cash for investment purposes and
to meet redemptions. This will facilitate more efficient portfolio
management and assist the Trust in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Trust's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.


Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
   
For the fiscal year ended June 30, 1996 payments in the amount of $14,775
were made pursuant to the Distribution Plan (Institutional Service Shares
only) of which $13,988 was waived. In addition, for this period, the Trust
paid shareholder service fees in the amount of $523,258, of which 509,269
was waived.
    
DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which the net asset
value is calculated by the Trust are described in each respective
prospectus.
VALUING MUNICIPAL SECURITIES
The Trustees use an independent pricing service to value municipal
securities. The independent pricing service takes into consideration:
yield; stability; risk; quality; coupon rate; maturity; type of issue;
trading characteristics; special circumstances of a security or trading
market; and any other factors or market data it considers relevant in
determining valuations for normal institutional size trading units of debt
securities and does not rely exclusively on quoted prices.
USE OF AMORTIZED COST
The Trustees have decided that the fair value of municipal securities
authorized to be purchased by the Trust with remaining maturities of 60
days or less at the time of purchase shall be their amortized cost value,


unless the particular circumstances of the security indicate otherwise.
Under this method, portfolio instruments and assets are valued at the
acquisition cost as adjusted for amortization of premium or accumulation of
discount rather than at current market value. The Executive Committee
continually assesses this method of valuation and recommends changes where
necessary to assure that the Trust's portfolio instruments are valued at
their fair value as determined in good faith by the Trustees.
REDEEMING SHARES

The Trust redeems Shares at the next computed net asset value after the
Trust receives the redemption request. Redemption procedures are explained
in each respective prospectus under "Redeeming Institutional Shares" or
"Redeeming Institutional Service Shares." Although State Street Bank does
not charge for telephone redemptions, it reserves the right to charge a fee
for the cost of wire-transferred redemptions of less than $5,000.
REDEMPTION IN KIND

Although the Trust intends to redeem shares in cash, it reserves the right
under certain circumstances to pay the redemption price in whole or in part
by a distribution of securities from the Trust's portfolio.
Redemption in kind will be made in conformity with applicable Securities
and Exchange Commission rules, taking such securities at the same value
employed in determining net asset value and selecting the securities in a
manner the Trustees determine to be fair and equitable.
   
The Trust has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940 under which the Trust is obligated to redeem shares for
any one shareholder in cash only up to a lesser of $250,000 or 1% of a
class's net asset value during any 90-day period.


MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of its shareholders for
such acts or obligations of the Trust. These documents require notice of
this disclaimer to be given in each agreement, obligation, or instrument
that the Trust or its Trustees enter into or sign on behalf of the Trust.
In the unlikely event a shareholder is held personally liable for the
Trust's obligations, the Trust is required 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 from its assets.
    
TAX STATUS

THE TRUST'S TAX STATUS
The Trust will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies. To qualify for this
treatment, the Trust must, among other requirements:
   o derive at least 90% of its gross income from dividends, interest, and
     gains from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities
     held less than three months;
   o invest in securities within certain statutory limits; and


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

The average annual total return for each class of shares of the Trust 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 monthly reinvestment of all dividends and distributions.
   
The Trust's average annual total returns for Institutional Shares for the
one-year, five-year, and ten-year periods ended June 30, 1996, were 3.82%,
4.51%, and 4.96%, respectively.
The Trust's average annual total return for Institutional Service Shares
for the fiscal year ended June 30, 1996 and for the period since inception
(August 31, 1993, date of initial public offering),  to June 30, 1996 was
3.56% and 3.48% respectively.
YIELD

The Trust's yields for the thirty-day period ended June 30, 1996, for
Institutional Shares and Institutional Service Shares were 3.82% and 3.57%,
respectively.
    
The yield for both classes of shares of the Trust is determined by dividing
the net investment income per share (as defined by the Securities and
Exchange Commission) earned by either class of shares over a thirty-day


period by the maximum offering price per share of either class on the last
day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the
thirty-day period is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by the Trust because of certain adjustments
required by the Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.
   
To the extent that financial intermediaries charge fees in connection with
services provided in conjunction with an investment in either class of
shares, performance will be reduced for those shareholders paying those
fees.
TAX-EQUIVALENT YIELD

The Trust's tax-equivalent yields for the thirty-day period ended June 30,
1996, for Institutional Shares and Institutional Service Shares were 5.31%
and 4.96%, respectively.
    
The tax-equivalent yield of the Trust is calculated similarly to the yield,
but is adjusted to reflect the taxable yield that the Trust would have had
to earn to equal its actual yield, assuming the shareholder is in the 28%
tax-bracket and that income is 100% tax-exempt.
  TAX-EQUIVALENCY TABLE
     The Trust may also use a tax-equivalency table in advertising and
     sales literature. The interest earned by the municipal bonds in the
     Trust's portfolio generally remains free from federal regular income
     tax,* and is often free from state and local taxes as well. As the
     table below indicates, a "tax-free" investment is an attractive choice


     for investors, particularly in times of narrow spreads between tax-
     free and taxable yields.
        


                       TAXABLE YIELD EQUIVALENT FOR 1996
                              MULTISTATE MUNICIPAL FUNDS


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



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

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


Tax-Exempt
Yield                    Taxable Yield Equivalent


     1.00%     1.18%    1.39%     1.45%      1.56%       1.66%
     1.50%     1.76%    2.08%     2.17%      2.34%       2.48%
     2.00%     2.35%    2.78%     2.90%      3.13%       3.31%
     2.50%     2.94%    3.47%     3.62%      3.91%       4.14%
     3.00%     3.53%    4.17%     4.35%      4.69%       4.97%
     3.50%     4.12%    4.86%     5.07%      5.47%       5.79%


     4.00%     4.71%    5.56%     5.80%      6.25%       6.62%
     4.50%     5.29%    6.25%     6.52%      7.03%       7.45%
     5.00%     5.88%    6.94%     7.25%      7.81%       8.28%
     5.50%     6.47%    7.64%     7.97%      8.59%       9.11%
     6.00%     7.06%    8.33%     8.70%      9.38%       9.93%
     6.50%     7.65%    9.03%     9.42%     10.16%      10.76%
     7.00%     8.24%    9.72%    10.14%     10.94%      11.59%
     7.50%     8.82%   10.42%    10.87%     11.72%      12.42%
     8.00%     9.41%   11.11%    11.59%     12.50%      13.25%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional
    state and local taxes paid on comparable taxable investments were not
    used to increase federal deductions.

    The chart above is for illustrative purposes only.  It is not an
    indicator of past or future performance of Fund shares.
    *  Some portion of the Trust's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
        
PERFORMANCE COMPARISONS

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


   o various other factors.
Either class of Shares' performance fluctuates on a daily basis largely
because net earnings and offering price per share fluctuate daily. Both net
earnings and offering price per share are factors in the computation of
yield and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors, such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Trust
uses in advertising may include:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
     categories by making comparative calculations using total return.
     Total return assumes the reinvestment of all capital gains
     distributions and income dividends and takes into account any change
     in offering price over a specific period of time. From time to time,
     the Trust will quote its Lipper ranking in the "intermediate municipal
     bond funds" category in advertising and sales literature.
   o THE LEHMAN BROTHERS STATE 5-YEAR G.O. BOND INDEX is a composite
     measure of total return performance for the municipal bond market on
     those municipal bonds with  maturities of five years. The securities
     on this index include ratings categories of A and Aaa. Total returns
     are calculated twice monthly as well as for one month, three month,
     and twelve month periods. Total returns are also calculated as of the
     beginning of the index inception on December 31, 1979.
   o THE LEHMAN BROTHERS STATE 3-YEAR G.O. BOND INDEX is a total return
     performance benchmark for the short-term general obligation sector of


     the tax-exempt bond market. Returns and attributes for the index are
     calculated semi-monthly.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of
     the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
     1,000 NASDAQ-listed mutual funds of all types, according to their
     risk-adjusted returns. The maximum rating is five stars, and ratings
     are effective for two weeks.
      
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-deffered 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 invstments, 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
anaylsis on how such developments could affect the Trust. In addition,
advertising and sales literature may quote statistics and give general
information about the mutual fund industry, including the growth of the
industry, from sources such as the Investment Company Institute.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent. This has resulted in a history of competitive performance


with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.
    
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders
handle trillions of dollars in annual trading volume.
   
In the municipal sector, as of December 31, 1995, Federated Investors
managed 12 bond funds with approximately $2.0 billion in assets and 20
money market funds with approximately $7.8 billion in total assets.  In
1976, Federated introduced one of the first municipal  bond mutual funds in
the industry and is now one of the largest institutional buyers of
municipal securities. The Funds may quote statistics from organizations
including The Tax Foundation and the National Taxpayers Union regarding the
tax obligations of Americans.
    
J. Thomas Madden, Executive Vice President, oversees Federated's equity and
high yield corporate bond management while William D. Dawson, Executive
Vice President, oversees Federated's domestic fixed income management.
Henry A. Frantzen, Executive Vice President, oversees the management of
Federated's 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 ranking in several DALBAR Surveys. The marketing effort
     to these firms is headed by James F. Getz, President, Broker/Dealer
     Division.
         


* SOURCE: Investment Company Institute



APPENDIX


STANDARD AND POOR'S RATINGS GROUP ("S&P") MUNICIPAL BOND RATINGS
AAA--Debt rated "AAA" has the highest rating assigned by  S&P. Capacity to
pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the
major rating categories.
MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATINGS


AAA--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower end
of its generic rating category.
STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS


SP-1--Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
MOODY'S INVESTORS SERVICE, INC. SHORT-TERM LOAN RATINGS
MIG1/VMIG1--This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad based access to the market for refinancing.
MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+) designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for
issues designated A-1.
MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
   
P-1--Issuers rated P-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. P-1 repayment
capacity will normally be evidenced by the following characteristics:
    
   o leading market positions in well-established industries;
   o high rates of return on funds employed;
   o conservative capitalization structure with moderate reliance on debt
     and ample asset protection;
   o broad margins in earning coverage of fixed financial charges and high
     internal cash generation; and


   o well-established access to a range of financial markets and assured
     sources of alternative liquidity.
   
P-2--Issuers rated P-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
    














PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits:
          (a)  Financial Statements. (Filed in Part A)


          (b)  Exhibits:
               (1)  (i)  Conformed Copy of Declaration of Trust of the
                         Registrant;(13)
                   (ii)  Conformed Copy of amendment No. 1 to the
                         Declaration of Trust; (13)
                   (ii)  Conformed Copy of amendment No. 2 to the
                         Declaration of Trust; (13)
                   (ii)  Conformed Copy of amendment No. 3 to the
                         Declaration of Trust; (13)
                   (iii) Conformed Copy of amendment No.4 to the
                         Declaration of Trust of Registrant; (12)
               (2)  (i)  Copy of the By-Laws of the Registrant; (13)
                   (ii)  Copy of amendment to the By-Laws of the
                         Registrant; (7)
               (3)  Not applicable;
               (4)  Copy of Specimen Certificate of Shares; (13)
               (5)  Conformed Copy of the Investment Advisory Contract; (9)
               (6)  (i)Conformed copy of the Distributor's Contract; (11)
                    (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 Numbers 33-38550 and 811-6269).
               (7)  Not applicable;
               (8)  Conformed copy of the Custodian Agreement of the
                    Registrant; (11)


               (9)  (i) Conformed copy of Agreement for Fund Accounting
                    Services, Administrative Services, Transfer Agency
                    Services, and Custody Services Procurement;+
+    All exhibits have been filed electronically.

 7.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 on Form N-1A filed August 24, 1987.  (File Nos. 2-
     72277 and 811-3181)
 9.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 15 on Form N-1A filed August 24, 1989.  (File Nos. 2-
     72277 and 811-3181)
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 26 on Form N-1A filed August 26, 1994.  (File Nos. 2-
     72277 and 811-3181)
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 28 on Form N-1A filed August 25, 1995.  (File Nos. 2-
     72277 and 811-3181)
13.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 29 on Form N-1A filed April 25, 1996.  (File Nos. 2-
     72277 and 811-3181)





                    (ii) The responses described in Item 24 (b) (6) are
                         hereby incorporated by reference.


                    (iii) The registrant hereby incorporates the conformed
                    copy of the Shareholder Services Sub-Contract between
                    Fidelity and Federated Shareholder Services from Item
                    24(b)(9)(iii) of the Federated GNMA Trust Registration
                    Statement on Form N-1A, filed with the Commission on
                    March 25, 1996. (File Nos. 2-75670 and 811-3375)
              (10)  Not Applicable;
              (11)  Conformed copy of the Consent of Independent Public
                    Accountants;+
              (12)  Not applicable;
              (13)  Copy of Initial Capital Understanding;(13)
              (14)  Not applicable;
              (15)  Conformed copy of Rule 12B-1 Plan; (11)
              (16)  Schedule for Computation of Fund Performance Data; (8)
              (17)  Copy of Financial Data Schedules;+
              (18)  The Registrant hereby incorporates the conformed copy
                    of the specimen Multiple Class Plan from Item 24(b)(18)
                    of the World Investment Series, Inc. Registration
                    Statement on Form N-1A, filed with the Commission on
                    January 26, 1996. (File Nos. 33-52149 and 811-07141)
              (19)  Power of Attorney;+


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 August 2, 1996

          Shares of Beneficial Interest
          (no par value)
          Institutional Shares.....     1,179
          Institutional Service Shares       107

Item 27.  Indemnification:  (10.)
+    All exhibits have been filed electronically.
8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 on Form N-1A filed August 22, 1988.  (File Nos. 2-
     72277 and 811-3181)
10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 17 on Form N-1A filed August 24, 1990.  (File Nos. 2-
     72277 and 811-3181)
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 26 on Form N-1A filed August 26, 1994.  (File Nos. 2-
     72277 and 811-3181)
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 28 on Form N-1A filed August 25, 1995.  (File Nos. 2-
     72277 and 811-3181)





Item 28.  Business and Other Connections of Investment Adviser:



          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 and their business addresses are included in Part B of
          this Registration Statement under "Trust Management."  The
          remaining Trustee of the investment adviser, his position with
          the investment adviser, and, in parentheses, his principal
          occupation is:  Mark D. Olson, Partner, Wilson, Halbrook &
          Bayard, 107 W. Market Street, Georgetown, Delaware  19947.


          The remaining Officers of the investment adviser are:  William D.
          Dawson, Henry A. Frantzen, J. Thomas Madden, and Mark L. Mallon,
          Executive Vice Presidents; Henry J. Gailliot, Senior Vice
          President-Economist; Peter R. Anderson, Drew J. Collins, Jonathan
          C. Conley, J. Alan Minteer, and Mary Jo Ochson Senior Vice
          Presidents; J. Scott Albrecht, Joseph M. Balestrino, Randall A.
          Bauer, David F.Belton, David A. Briggs, Kenneth J. Cody, Deborah
          A. Cunningham, Michael P. Donnelly, Alexandre de Bethmann, 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 found under the main heading entitled
          "Trust Management."




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 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.; Fortress Utility Fund, 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.; and World
Investment Series, Inc.

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


          (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices


 Business Address            With Underwriter               With Registrant


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

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

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


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

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

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


Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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



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

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

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

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

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

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


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



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

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

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

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

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

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

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779


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

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

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

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

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

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

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


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


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

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

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

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

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

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


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

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

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

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

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

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

John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears           Vice President,              --


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

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


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


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

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

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

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


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

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

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

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

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

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

David M. Taylor           Assistant Secretary,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Item 30.  Location of Accounts and Records:

          Federated Short-Term
          Municipal Trust             Federated Investors Tower
          Pittsburgh, Pennsylvania
                                          15222-3779

        Federated Shareholder
          Services Company            Federated Investors Tower  ("Transfer
Agent, Dividend                       Pittsburgh, Pennsylvania
          Disbursing Agent and            15222-3779
          Portfolio Recordkeeper")

          Federated Administrative Services  Federated Investors Tower
          ("Administrator")            Pittsburgh, Pennsylvania
                                          15222-3779

          Federated Management         Federated Investors Tower
          ("Adviser")                   Pittsburgh, Pennsylvania
                                          15222-3779

          State Street Bank and Trust Company     c/o Federated
          ("Custodian")                  Shareholder Services
          Company
                                         P.O. Box 8600
                                         Boston, Massachusetts
                                           02266-8600


Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:  (10.)

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

          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.
10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 17 filed August 24, 1990.  (File Nos. 2-72277 and 811-
     3181)




                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED SHORT-TERM
MUNICIPAL TRUST certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the


undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 26th day of August, 1996.

                   FEDERATED SHORT-TERM MUNICIPAL TRUST

               BY: /s/ S. Elliott Cohan
               S. Elliott Cohan, Assistant Secretary
               Attorney in Fact for John F. Donahue
               August 26, 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      August 26, 1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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


Glen R. Johnson*            President and Trustee

Edward C. Gonzales*         Executive Vice President

John W. McGonigle*          Treasurer and Executive Vice President
                            (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

Glen R. Johnson*            Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

John E. Murray, Jr.*        Trustee

Wesley W. Posvar*           Trustee



Marjorie P. Smuts*          Trustee





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



                           ARTHUR ANDERSEN & CO.

                         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
Federated Short-Term Municipal Trust of our report dated August 2, 1996, on
the financial statements as of June 30, 1996, included in or made a part of
this registration statement.



By: ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania,
August 26, 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 FEDERATED SHORT-TERM
MUNICIPAL TRUST, 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               August 1, 1996
John F. Donahue            and Trustee
                           (Chief Executive Officer)

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

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

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

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

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

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

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

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

/s/ Gregor F. Meyer        Trustee                August 1, 1996
Gregor F. Meyer

/s/ John E. Murray         Trustee                August 1, 1996
John E. Murray

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

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

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

/s/ Marie M. Hamm



                                        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    Federated Short-Term Municipal Trust
                      Institutional Shares
                      Institutional Service Shares


FEDERATED SERVICES COMPANY provides the following services:

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


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Federated Short-Term Municipal Trust           
                                Institutional Shares                           
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Jun-30-1996                                    
<PERIOD-END>                    Jun-30-1996                                    
<INVESTMENTS-AT-COST>           197,380,606                                    
<INVESTMENTS-AT-VALUE>          199,222,936                                    
<RECEIVABLES>                   4,111,608                                      
<ASSETS-OTHER>                  118,108                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  203,452,652                                    
<PAYABLE-FOR-SECURITIES>        5,709,695                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,066,673                                      
<TOTAL-LIABILITIES>             7,776,368                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        200,697,688                                    
<SHARES-COMMON-STOCK>           18,500,404                                     
<SHARES-COMMON-PRIOR>           21,176,178                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (6,863,734)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        1,842,330                                      
<NET-ASSETS>                    189,467,202                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               9,653,664                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  998,297                                        
<NET-INVESTMENT-INCOME>         8,655,367                                      
<REALIZED-GAINS-CURRENT>        (175,989)                                      
<APPREC-INCREASE-CURRENT>       (614,249)                                      
<NET-CHANGE-FROM-OPS>           7,865,129                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       8,424,725                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         5,801,109                                      
<NUMBER-OF-SHARES-REDEEMED>     8,687,459                                      
<SHARES-REINVESTED>             210,577                                        
<NET-CHANGE-IN-ASSETS>          (27,259,448)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (8,943,080)                                    
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           837,213                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,787,580                                      
<AVERAGE-NET-ASSETS>            208,998,877                                    
<PER-SHARE-NAV-BEGIN>           10.280                                         
<PER-SHARE-NII>                 0.430                                          
<PER-SHARE-GAIN-APPREC>         (0.040)                                        
<PER-SHARE-DIVIDEND>            0.430                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.240                                         
<EXPENSE-RATIO>                 0.47                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   002                                            
     <NAME>                     Federated Short-Term Municipal Trust           
                                Institutional Service Shares                   
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Jun-30-1996                                    
<PERIOD-END>                    Jun-30-1996                                    
<INVESTMENTS-AT-COST>           197,380,606                                    
<INVESTMENTS-AT-VALUE>          199,222,936                                    
<RECEIVABLES>                   4,111,608                                      
<ASSETS-OTHER>                  118,108                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  203,452,652                                    
<PAYABLE-FOR-SECURITIES>        5,709,695                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,066,673                                      
<TOTAL-LIABILITIES>             7,776,368                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        200,697,688                                    
<SHARES-COMMON-STOCK>           606,280                                        
<SHARES-COMMON-PRIOR>           508,007                                        
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (6,863,734)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        1,842,330                                      
<NET-ASSETS>                    6,209,082                                      
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               9,653,664                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  998,297                                        
<NET-INVESTMENT-INCOME>         8,655,367                                      
<REALIZED-GAINS-CURRENT>        (175,989)                                      
<APPREC-INCREASE-CURRENT>       (614,249)                                      
<NET-CHANGE-FROM-OPS>           7,865,129                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       230,642                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         424,713                                        
<NUMBER-OF-SHARES-REDEEMED>     346,274                                        
<SHARES-REINVESTED>             19,833                                         
<NET-CHANGE-IN-ASSETS>          (27,259,448)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (8,943,080)                                    
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           837,213                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,787,580                                      
<AVERAGE-NET-ASSETS>            208,998,877                                    
<PER-SHARE-NAV-BEGIN>           10.280                                         
<PER-SHARE-NII>                 0.400                                          
<PER-SHARE-GAIN-APPREC>         (0.040)                                        
<PER-SHARE-DIVIDEND>            0.400                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.240                                         
<EXPENSE-RATIO>                 0.72                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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