FEDERATED SHORT TERM MUNICIPAL TRUST
485BPOS, 1998-08-26
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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. __35_____..................      ___X___

                                                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   ___X___

    Amendment No. __26_____.................................      ___X___

                      FEDERATED SHORT-TERM MUNICIPAL TRUST


                            Federated Investors Funds
                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7000
                    (Address of Principal Executive Offices)

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

                           John W. McGonigle, Esquire
                            Federated Investors Tower
                               1001 Liberty Avenue
                       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, 1998__ 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.

                                                                 Copies to:

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




<PAGE>


                              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; Confirmations and Account
                                          Activity.

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.



<PAGE>


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, Inc.; 
                                          Economic and Market
                                          Information.
Item 13.    Investment Objectives and
            Policies......................Investment Objective and Policies; 
                                          Acceptable Investments; Futures 
                                          Transactions; 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; 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          To be filed by amendment.

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, 1998,
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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Prospectus dated August 31, 1998

                               TABLE OF CONTENTS

<TABLE>
<S>                                                   <C>
Summary of Trust Expenses...........................   1
Financial Highlights--Institutional Shares..........   2
   
General Information.................................   3    
 Year 2000 Statement................................   3
Investment Information..............................   3
 Investment Objective...............................   3
 Investment Policies................................   3
 Municipal Securities...............................   5
 Investment Risks...................................   6
 Investment Limitations.............................   6
Trust Information...................................   6
 Management of the Trust............................   6
 Distribution of Institutional Shares...............   7
 Administration of the Trust........................   7
Net Asset Value.....................................   8
Investing in Institutional Shares...................   8
 Share Purchases....................................   8
 Minimum Investment Required........................   8
 What Shares Cost...................................   8
   
 Confirmations and Account Statements...............   8    
 Dividends..........................................   8
 Capital Gains......................................   9
Redeeming Institutional Shares......................   9
 Telephone Redemption...............................   9
 Written Requests...................................   9
 Accounts with Low Balances.........................   9
 Shareholder Information............................  10
 Voting Rights......................................  10
Tax Information.....................................  10
 Federal Income Tax.................................  10
 State and Local Taxes..............................  10
Performance Information.............................  11
Other Classes of Shares.............................  11
Financial Highlights--Institutional Service Shares..  12
Financial Statements................................  13
Report of Independent Public Accountants............  26
</TABLE>

                           SUMMARY OF TRUST EXPENSES
<TABLE>   
<CAPTION>

                             Institutional Shares

                        Shareholder Transaction Expenses
<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

                           Annual Operating Expenses
                    (As a percentage of average net assets)
<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 shareholder services fee has been reduced to reflect the waiver of the
     shareholder services fee. The shareholder services provider can terminate
     this waiver at any time at its sole discretion. The maximum shareholder
     services fee is 0.25%.
 (3) The total operating expenses would have been 0.85% absent the waiver of a
     portion of the management fee and the shareholder service fee.

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of 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.          Example 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:     

<TABLE>
<S>         <C>
1 YEAR      $ 5
3 YEARS     $15
5 YEARS     $26
10 YEARS    $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.
    
                   FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES

(For a share outstanding throughout each period)
   
Reference is made to the Report of Independent Public Accountants on page 26.
    
<TABLE>
<CAPTION>
                                                                         Year Ended June 30,
                              ------------------------------------------------------------------------------------------------------
                              1998      1997      1996       1995      1994      1993       1992      1991       1990       1989
                              ----      ----      ----       ----      ----      ----       ----      ----       ----       ----
<S>                           <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>        <C>
Net asset value, beginning
 of period                    $10.26    $10.24    $10.28     $10.15    $10.37    $10.29     $10.18    $10.14     $10.10     $10.19
Income from investment
 operations
 Net investment income          0.44      0.44      0.43       0.42      0.40      0.44       0.53      0.60       0.60       0.57
 Net realized and
  unrealized gain
 (loss) on investments          0.03      0.02     (0.04)      0.13     (0.22)     0.08       0.11      0.04       0.04      (0.09)
                                ----      ----      ----       ----      ----      ----       ----      ----       ----       ----
 Total from investment
  operations                    0.47      0.46      0.39       0.55      0.18      0.52       0.64      0.64       0.64       0.48
                                ----      ----      ----       ----      ----      ----       ----      ----       ----       ----
Less distributions
 Distributions from net
 investment income             (0.44)    (0.44)    (0.43)     (0.42)    (0.40)    (0.44)     (0.53)    (0.60)     (0.60)     (0.57)
                                ----      ----      ----       ----      ----      ----       ----      ----       ----       ----
Net asset value, end of
 period                       $10.29    $10.26    $10.24     $10.28    $10.15    $10.37     $10.29    $10.18     $10.14     $10.10
                                ----      ----      ----       ----      ----      ----       ----      ----       ----       ----
Total return (a)                4.68%     4.59%     3.82%      5.52%     1.76%     5.11%      6.40%     6.47%      6.54%      4.84%
Ratios to average net
 assets
 Expenses                       0.47%     0.46%     0.47%      0.46%     0.47%     0.46%      0.46%     0.46%      0.47%      0.46%
 Net investment income          4.28%     4.30%     4.14%      4.09%     3.89%     4.21%      5.12%     5.89%      5.94%      5.59%
Supplemental data
 Net assets, end of period
 (000 omitted)              $184,903  $210,169  $189,467   $217,713  $316,810  $318,932   $205,101  $142,493   $139,113   $178,978
 Portfolio turnover               33%       50%       20%        33%       36%       15%        42%       40%        69%        55%
</TABLE>
(a) Based on net asset value, which does not reflect the sales charge or
  contingent deferred sales charge, if applicable.

(See Notes which are an integral part of the Financial Statements)     Further
information about the Trust's performance is contained in the Trust's Annual
Report for the fiscal year ended June 30, 1998, 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. 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, Inc. 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.

Year 2000 Statement

Like other mutual funds and business organizations worldwide, the Trust's
service providers (among them, the adviser, distributor, administrator and
transfer agent) must ensure that their computer systems are adjusted to properly
process and calculate date-related information from and after January 1, 2000.
Many software programs and, to a lesser extent, the computer hardware in use
today cannot distinguish the year 2000 from the year 1900. Such a design flaw
could have a negative impact in the handling of securities trades, pricing and
accounting services. The Trust and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Trust's operations 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 four highest ratings for municipal securities by Moody's
  Investors Service, Inc. ("Moody's") (Aaa, Aa, A, or Baa) or by Standard &
  Poor's ("S&P") and Fitch IBCA, Inc. ("Fitch") (AAA, AA, A, or BBB);

 . guaranteed at the time of purchase by the U.S. government as to the payment
  of principal and interest;

 . rated at the time of purchase within the two highest ratings categories of
  Moody's short-term municipal securities ratings, (MIG1/VMIG1, MIG2/VMIG2) or
  Moody's municipal commercial paper ratings, (P-1, P-2) or S&P's municipal note
  rating, (SP-1, SP-2) or S&P's municipal commercial paper and short-term
  ratings, (A-1, A-2); or

 . unrated, if at the time of purchase, determined by the Trust's investment
 adviser to be of comparable quality to municipal securities as stated above.
   
Changes in economic or other circumstances are more likely to lead to weakened
capacity to make principal and interest payments than higher rated securities.
    
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.

   
Inverse Floaters

The Trust may invest in securities known as "inverse floaters" which represent
interests in municipal securities. The Trust intends to purchase inverse
floaters to assist in pursuing its investment objective. These obligations pay
interest rates that vary inversely with changes in the interest rates of
specified short-term municipal securities or an index of short-term municipal
securities. The interest rates on inverse floaters will typically decline as
short-term market interest rates increase and increase as short-term market
rates decline. Inverse floaters will generally respond to changes in market
interest rates more rapidly than fixed-rate long-term securities (typically
twice as fast). As a result, the market values of inverse floaters will
generally be more volatile than the market values of fixed-rate municipal
securities. Typically, the portion of the portfolio invested in inverse floaters
will be subject to additional volatility.      Financial Futures

The Trust may purchase and sell interest rate and index financial futures
contracts. These financial futures contracts may be used to hedge all or a
portion of its portfolio against changes in the market value of portfolio
securities and interest rates, provide additional liquidity, and accomplish its
current strategies in a more expeditious fashion. Financial futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract and the buyer agrees to take delivery of
the instrument at the specified future time.

As a matter of investment policy, which may be changed without shareholder
approval, the Trust may not purchase or sell futures contracts if immediately
thereafter the sum of the amount of margin deposits on the Trust's existing
futures positions would exceed 5% of the market value of the Trust's total
assets. When the Trust purchases futures contracts, an amount of municipal
securities, cash or cash equivalents, equal to the underlying commodity value of
the futures contracts (less any related margin deposits), will be deposited in a
segregated account with the Trust's custodian (or the broker, if legally
permitted) to collateralize the position. Risks When the Trust uses financial
futures, there is a risk that the prices of the securities subject to the
futures contracts may not correlate perfectly with the prices of the securities
in the Trust's portfolio. This may cause the futures contract to react
differently than the portfolio securities to market changes. In addition, the
Trust's investment adviser could be incorrect in its expectations about the
direction or extent of market factors such as interest rate movements. In these
events, the Trust may lose money on the futures contract. It is not certain that
a secondary market for positions in futures contracts will exist at all times.
Although the investment adviser will consider liquidity before entering into
futures transactions, there is no assurance that a liquid secondary market on an
exchange or otherwise will exist for any particular futures contract at any
particular time. The Trust's ability to establish and close out futures
positions depends on this secondary market. 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. 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.

   
Investing in Securities of Other Investment Companies

The Trust may invest its assets in securities of other investment companies as
an efficient means of carrying out its investment policies. It should be noted
that investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Trust in shares of other investment companies
may be subject to such duplicate expenses.      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; 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 0.40%
 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 0.45% 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.

 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, Inc. All of the Class A (voting) shares
 of Federated Investors, Inc. are owned by a trust, the trustees of which are
 John F. Donahue, Chairman and Director of Federated Investors, Inc., Mr.
 Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who is President
 and Director of Federated Investors, Inc.

Federated Management and other subsidiaries of Federated Investors, Inc. 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 $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide. 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 Trustees and could result in severe penalties.

Jeff A. Kozemchak has been the Trust's portfolio manager since June 1996. Mr.
Kozemchak joined Federated Investors, Inc. or its predecessor 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. Mr. Kozemchak is a Chartered Financial Analyst and received his
M.S. in Industrial Administration from Carnegie Mellon University in 1987.

Mary Jo Ochson has been the Trust's portfolio manager since January 1997. Ms.
Ochson joined Federated Investors, Inc. or its predecessor in 1982 and has been
a Senior Vice President of the Trust's investment adviser since January 1996.
From 1988 through 1995, Ms. Ochson served as a Vice president of the Trust's
investment adviser. Ms. Ochson is a Chartered Financial Analyst and received her
M.B.A. in Finance from the University of Pittsburgh.

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, Inc.

Administration of the Trust
Administrative Services

Federated Services Company, a subsidiary of Federated Investors, Inc., 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 Investor, Inc.
("Federated Funds") as specifiedbelow:

  Maximum             Average Aggregate
    Fee               Daily Net Assets
- ---------     ------------------------------------
  0.150%           on the first $250 million

  0.125%           on the next $250 million

  0.100%           on the next $250 million

  0.075%       on assets in excess of $750 million

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, Inc., under which the
Trust may make payments up to 0.25% 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 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/oState 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 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 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, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   
Confirmations and Account Statements

Shareholders will receive detailed confirmations of transactions. In addition,
shareholders will receive periodic statements reporting all account activity,
including dividends paid. The Trust will not issue share certificates.
    
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, 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, 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 notarypublic.

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

Because interest received by the Trust may not be exempt from all state and
local income taxes, shareholders may be required to pay state and local taxes on
dividends received from the Trust. 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 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 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 assetvalue 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 performace of eachclass.

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.


              FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

(For a share outstanding throughout each period)
   Reference is made to the Report of Independent Public Accountants on page
26.    

<TABLE>
<CAPTION>
                                                                                  Year Ended June 30,
                                                                        --------------------------------------------
                                                                         1998     1997     1996     1995     1994(a)
                                                                        -----    -----    -----    -----    --------
<S>                                                                    <C>       <C>      <C>      <C>      <C>
 Net asset value, beginning of period                                  $ 10.26   $10.24   $10.28   $10.15   $ 10.35
Income from investment operations
 Net investment income                                                    0.42     0.42     0.40     0.39      0.31
 Net realized and unrealized gain (loss) on investments                   0.03     0.02    (0.04)    0.13     (0.20)
                                                                         -----    -----    -----    -----     -----
 Total from investment operations                                         0.45     0.44     0.36     0.52      0.11
Less distributions
 Distributions from net investment income                                (0.42)   (0.42)   (0.40)   (0.39)    (0.31)
                                                                         -----    -----    -----    -----     -----
Net asset value, end of period                                         $ 10.29   $10.26   $10.24   $10.28   $ 10.15
                                                                         -----    -----    -----    -----     -----
Total return (b)                                                          4.41%    4.33%    3.56%    5.26%     1.08%
Ratios to average net assets
 Expenses                                                                 0.72%    0.71%    0.72%    0.71%   0.72%*
 Net investment income                                                    4.05%    4.05%    3.90%    3.69%   3.65%*
Supplemental data
 Net assets, end of period (000 omitted)                               $11,367   $6,758   $6,209   $5,223   $31,459
 Portfolio turnover                                                         33%      50%      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.
   
(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, 1998, which can be obtained
free of charge.


                            PORTFOLIO OF INVESTMENTS
   
                      Federated Short-Term Municipal Trust

                                 June 30, 1998
    
<TABLE>   
<CAPTION>
 Principal                                                                                                     Credit
   Amount                                                                                                     Rating*      Value
- ----------                                                                                                    -------      -----
<S>                          <C>                                                                              <C>         <C>
Short-Intermediate Municipal Securities--92.7%
Alabama--2.0%
    $1,000,000               Alabama State Docks Department, Docks Facilities Refunding Revenue Bonds,
                             5.25% (MBIA INS), 10/1/2000                                                        AAA      $ 1,028,020
    1,000,000                Alabama State Docks Department, Docks Facilities Refunding Revenue Bonds,
                             5.25% (MBIA INS), 10/1/2001                                                        AAA        1,036,630
    1,850,000                Alabama State, UT GO Refunding Bonds, 5.70%, 9/1/1998                               AA        1,856,531
                                 Total                                                                                     3,921,181
Alaska--1.1%
    2,000,000                Anchorage, AK, Hospital Refunding Revenue Bonds, 6.50% (Sisters of
                             Providence)/(Original Issue Yield: 6.75%), 10/1/1999                               AA-        2,065,680
Arkansas--1.1%
    2,000,000                Arkansas Development Finance Authority, Single Family Mortgage Revenue
                             Bonds (Series 1997A-R), 6.50% (MBIA INS), 2/1/2011                                 AAA        2,162,440
California--8.7%
    1,000,000                ABAG Finance Authority for Non-Profit Corporations, Refunding Revenue
                             Certificates of Participation, 4.625% (Episcopal Homes Foundation)/(Original
                             Issue Yield: 4.70%), 7/1/2004                                                       A-        1,007,300
    2,620,000                ABAG Finance Authority for Non-Profit Corporations, Refunding Revenue
                              Certificates of Participation, 4.50% (Episcopal Homes Foundation)/(Original
                             Issue Yield: 4.60%), 7/1/2003                                                       A-        2,633,388
    12,500,000               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       13,554,500
                                 Total                                                                                    17,195,188
Colorado--4.6%
    4,375,000                Arvada, CO Urban Renewal Authority, Revenue Refunding Bonds (Series 1997A),
                             5.25% (MBIA INS), 9/1/2002                                                         AAA        4,552,319
    1,525,000                Colorado HFA, Single Family Mortgage Revenue Bond, Series C-1, 7.65%,              Aa2        1,713,902
                             12/1/2025
    2,000,000                Colorado HFA, Single Family Mortgage Revenue Bonds (Series 1997C-3),
                             4.80%, 11/1/2016                                                                   Aa2        2,043,780
    500,000                  Colorado HFA, Single Family Program Senior Bonds (Series 1998C-2), 4.50%,
                             11/1/2005                                                                          Aa2          499,355
    250,000                  Colorado HFA, Single Family Program Subordinate Bonds (Series 1998B),
                             4.625%, 11/1/2005                                                                   A2          250,063
                                 Total                                                                                     9,059,419
District of Columbia--1.3%
    $2,335,000               District of Columbia Housing Finance Agency, Single Family Mortgage Revenue
                             Bonds (Series 1998A), 6.25% (GNMA Collateralized Home Mortgage Program
                             COL), 12/1/2028                                                                    AAA        2,479,910
Florida--1.9%
    2,000,000                Dade County, FL, Public Improvement Refunding UT GO Bonds, 7.20% (FSA INS),
                             6/1/2001                                                                           AAA        2,176,960
    1,500,000                Florida Housing Finance Corp., Homeowner Mortgage Revenue Bonds, Series 2,
                             4.75% (MBIA INS), 7/1/2019                                                         AAA        1,504,515
                                 Total                                                                                     3,681,475
Hawaii--2.7%
    5,000,000                Hawaii State, UT GO Bonds, Series CN, 6.25% (FGIC LOC), 3/1/2002                   AAA        5,351,000

Illinois--6.5%
    1,000,000                Chicago, IL, Collateralized SFM Revenue Bonds, Series A-1, 4.85% (GNMA COL),
                             3/1/2015                                                                           Aaa        1,005,260
    1,500,000                Illinois Health Facilities Authority, Adjustable Rate Revenue Bonds, Series
                             1991B, 5.00% (Highland Park Hospital)/(FGIC INS), 10/1/2000                        AAA        1,533,060
    1,030,000                Illinois Health Facilities Authority, Revenue Bonds (Series 1998), 5.25%
                             (Centegra Health System), 9/1/2003                                                  A-        1,065,453
    1,000,000                Illinois Health Facilities Authority, Revenue Refunding Bonds (Series A),
                             4.80% (Advocate Health Care Network)/(Original Issue Yield: 4.90%), 8/15/2002      AA         1,018,860
    2,000,000                Illinois Health Facilities Authority, Revenue Refunding Bonds (Series A),
                             5.00% (Advocate Health Care Network), 8/15/2003                                    AA         2,054,880
    3,000,000                Illinois State, UT GO Bonds, 5.10% (FGIC INS), 9/1/2000                           AAA         3,071,820
    3,000,000                Illinois State, UT GO Bonds, 5.50%, 8/1/1999                                       AA         3,058,410
                                 Total                                                                                    12,807,743
Indiana--2.0%
    3,900,000                Indiana Health Facilty Financing Authority, Hospital Revenue Bonds
                             (Series 1996A), 4.75% (Clarian Health Partners, Inc.)/(Original Issue Yield:
                             4.85%), 2/15/2002                                                                 AA          3,973,242
Kansas--0.5%
    1,000,000                Sedgwick & Shawnee Counties, KS, Single Family Mortgage Revenue Bonds
                             (Series 1997A-2), 4.90% (GNMA Collateralized Home Mortgage Program COL),
                             6/1/2016                                                                        Aaa           1,014,780
Kentucky--0.6%
    1,155,000                Jefferson County, KY, UT GO Trust Certificates, 5.25%, 3/1/2000                  A+           1,178,250

Louisiana--7.1%
    2,200,000                Lake Charles, LA Harbor & Terminal District, Port Facilities Revenue
                             Refunding Bond, Trunkline Lining Co Project, 7.75% (Panhandle
                             Eastern Corp.), 8/15/2022                                                       A3            2,517,614
   $4,000,000                Louisiana PFA, Health & Education Capital Facilities Revenue Bonds (Series
                             A), 5.00% TOBs (AMBAC INS), Mandatory Tender 6/1/2002                          AAA            4,083,960
    7,000,000                Louisiana State, Refunding GO Bonds (Series 1996A), 6.00% (FGIC INS),          AAA            7,282,240
                             8/1/2000
                                 Total                                                                                    13,883,814
Michigan--3.5%
    1,000,000                Michigan State Building Authority, Revenue Bonds (Series II), 6.25%
                            (AMBAC INS)/(Original Issue Yield: 6.35%), 10/1/2000                            AAA            1,049,590
    925,000                  Michigan State Hospital Finance Authority, Hospital Revenue & Refunding
                             Bonds (Series 1998A), 4.60% (Hackley Hospital Obligated Group), 5/1/2003       A3               926,341
    1,005,000                Michigan State Hospital Finance Authority, Hospital Revenue & Refunding
                             Bonds (Series 1998A), 4.70% (Hackley Hospital Obligated Group), 5/1/2004       A3             1,006,719
    820,000                  Michigan State Hospital Finance Authority, Revenue
                             & Refunding Bonds (Series 1998A), 4.40% (McLaren
                             Health Care Corp.)/(Original Issue Yield:
                             4.45%), 6/1/2004                                                               A1               818,663
    3,000,000                Michigan Underground Storage Tank Financial Assurance Authority, Revenue
                             Refunding Bonds (Series I), 5.00% (AMBAC INS), 5/1/2001                        AAA            3,080,730
                                 Total                                                                                     6,882,043
Minnesota--1.5%
    3,000,000                Minneapolis, MN, Temporary Parking Ramp Revenue Bonds, Series 1997A,
                             4.75%, 6/1/2000                                                                NR             3,003,570
Mississippi--1.1%
    1,015,000                Mississippi Home Corp., Single Family Mortgage Revenue Bonds (Series 1998A),
                             5.125% (GNMA Collateralized Home Mortgage Program COL), 12/1/2017             Aaa             1,020,359
    1,090,000                Mississippi Home Corp., Single Family Revenue Mortgage Bonds (Series 1998A),
                             5.25% (GNMA Collateralized Home Mortgage Program COL), 12/1/2018              Aaa             1,095,712
                                 Total                                                                                     2,116,071
Missouri--1.1%
    2,000,000                Springfield, MO State Highway Improvement Corp., Transportation Revenue
                             Bonds (Series 1997), 5.25% (AMBAC INS), 8/1/2001                              AAA             2,068,600
Nevada--2.6%
    5,000,000                Nevada State Highway Improvement Authority, Motor Vehicle Fuel Tax Revenue
                             Bonds, 7.00%, 4/1/1999                                                         AA             5,124,950
New Jersey--7.3%
    7,000,000                New Jersey State, UT GO Bonds, 7.20%, 4/15/1999                               AA+             7,196,000
    7,000,000                New Jersey State, UT GO Refunding Bonds (Series C), 6.50%, 1/15/2002          AA+             7,156,450
                                 Total                                                                                    14,352,450
New Mexico--1.0%
    $1,820,000               Santa Fe Solid Waste Management Agency, NM, Facility Revenue Bonds
                            (Series 1996), 5.00%, 6/1/2003                                                 NR              1,867,775
New York--4.2%
    4,100,000                New York City Municipal Water Finance Authority, Revenue Bonds, 7.20%,
                             6/15/1999                                                                      A-             4,233,045
    900,000                  New York City Municipal Water Finance Authority, Revenue Bonds, 7.20%,
                             6/15/1999                                                                      A-               930,231
    3,000,000                New York State Mortgage Agency, Homeowner Mortgage Revenue Bonds,
                             Series 71, 4.75%, 10/1/2021                                                   Aa2             3,005,430
                                 Total                                                                                     8,168,706
Ohio--4.2%
    1,000,000                Cincinnati City School District, OH, Tax Anticipation Notes (Series A),
                             5.50% (AMBAC INS), 12/1/2000                                                  AAA             1,035,980
    3,630,000                Lucas County, OH, Hospital Revenue Refunding Bonds (Series 1996), 5.00%
                             (ProMedica Healthcare Obligated Group)/(MBIA INS), 11/15/1999                 AAA             3,690,004
    1,500,000                Ohio HFA, Residential Mortgage Revenue Bonds (Series 1997D-1), 4.85%
                             (GNMA Collateralized Home Mortgage Program COL), 3/1/2015                     AAA             1,510,950
    2,000,000                Ohio HFA, Residential Mortgage Revenue Bonds (Series 1998A-1), 4.60%
                             (GNMA Collateralized Home Mortgage Program COL),  9/1/2026                    AAA             1,992,680
                                 Total                                                                                     8,229,614
Oklahoma--0.5%
    1,055,000                Washington Cnty, OK Medical Authority, Hospital Revenue Bonds (Series
                             1996A), 4.75% (Jane Phillips Medical Center)/(Connie Lee INS)/
                             (Original Issue Yield: 4.90%), 11/1/2001                                      AAA             1,075,625
Oregon--2.1%
    2,000,000                Oregon State Department of Transportation, Regional Light Rail Revenue Bond,
                             Westside Project, 5.375% (MBIA Insurance Corporation INS), 6/1/1999           AAA             2,032,220
    2,000,000                Oregon State Department of Transportation, Regional Light Rail Revenue Bond,
                             Westside Project, 5.50% (MBIA INS), 6/1/2000                                  AAA             2,060,460
                                 Total                                                                                     4,092,680
Pennsylvania--3.3%
    4,726,601                Philadelphia, PA Municipal Authority, Equipment Revenue Bonds (Series
                             1997A), 5.297% (Philadelphia, PA Gas Works)/(AMBAC INS), 10/1/2004            AAA             4,933,531
    1,500,000                Southeastern, PA Transportation Authority, Special Revenue Bonds, 5.25%
                             (FGIC INS), 3/1/2001                                                          AAA             1,545,210
                                 Total                                                                                     6,478,741
Texas--5.8%
    $2,000,000               Fort Worth, TX, Refunding LT GO Bonds (Series A), 5.10% (Original Issue
                             Yield: 5.20%), 3/1/2000                                                                       2,041,080
    2,500,000                Harris County, TX HFDC, Hospital Revenue Bonds, Series 1997A, 5.25%
                             (Memorial Hospital System)/(MBIA Insurance Corporation LOC), 6/1/2002         AAA             2,595,250
    2,070,000                Lewisville, TX, Combination Contract Revenue & Special Assessment Bonds
                             (Series 1997), 4.95% TOBs (Wells Fargo Bank, N.A. LOC), Mandatory
                             Tender 11/1/2001                                                               A+             2,099,705
    4,440,000                Texas State, UT GO Public Finance Authority (Series B), 8.00%, 10/1/1999      AA              4,672,079
                                 Total                                                                                    11,408,114
Virginia--0.5%
    1,000,000                Botetourt County, VA IDA, Lease Revenue Notes (Series 1997), 4.55%
                             (Botetourt County, VA), 1/15/2000                                             NR              1,000,400
Washington--7.9%
    1,680,000                Tacoma, WA, Solid Waste Utility Revenue Refunding Bonds (Series 1997B),
                             5.50% (AMBAC INS), 12/1/2002                                                 AAA              1,768,721
    3,000,000                Washington State Public Power Supply System, Nuclear Project No. 2 Revenue
                             Refunding Bond, (Series 1997B), 5.50%, 7/1/2003                               AA-             3,154,290
    3,000,000                Washington State Public Power Supply System, Refunding Revenue Bonds
                             (Nuclear Project No. 2) (Series 1997A), 5.00%, 7/1/2001                       AA-             3,071,730
    7,425,000                Washington State, UT GO Bonds (Series B), 5.00%, 5/1/1999                     AA+             7,511,650
                                 Total                                                                                    15,506,391
West Virginia--0.8%
    1,500,000                Cabell County, WV Board of Education, Refunding UT GO Bonds, 6.00%, 5/1/2001  A+              1,576,095
Wisconsin--5.2%
    6,500,000                Wisconsin Health and Educational Facilities Authority, Revenue Bonds
                             (Series 1996), 5.50% (Gundersen Lutheran)/(FSA INS), 12/1/2000                AAA             6,727,822
    3,335,000                Wisconsin Health and Educational Facilities Authority, Revenue Bonds
                             (Series 1997), 4.70% (Marshfield Clinic, WI)/(MBIA INS)/(Original Issue
                             Yield: 4.85%), 2/15/2002                                                      AAA             3,387,560
                                 Total                                                                                    10,115,382
                                 Total Short-Intermediate Municipal Securties
                                 (identified cost $179,034,173)                                                          181,841,329
Short-Term Municipals--8.5%
California--0.6%
    1,100,000                Monterey Peninsula, CA Water Management District Weekly VRDNs
                             (Wastewater Reclaimation)/(Sumitomo Bank Ltd., Osaka LOC)                      A-             1,100,000
Illinois--2.5%
    $5,000,000               Illinois Development Finance Authority, Multifamily Housing Refunding &
                             Revenue Bonds Weekly VRDNs (Cobbler Square Project)/(Sumitomo Bank Ltd.,
                             Osaka LOC)                                                                     A-             5,000,000
                             North Carolina--2.9%
    5,600,000                Person County, NC Industrial Facilities & Pollution Control Financing
                             Authority Daily VRDNs (Carolina Power & Light Co.)/(SunTrust Bank,
                             Atlanta LOC)                                                                  Aa3             5,600,000
Pennsylvania--0.5%
    1,000,000                New Castle, PA Area Hospital Authority, (Series 1996) Weekly VRDNs (Jameson
                             Memorial Hospital)/(FSA INS)/(PNC Bank, N.A. LIQ)                             AAA             1,000,000
Puerto Rico--0.2%
    400,000                  Government Development Bank for Puerto Rico (GDB) Weekly VRDNs (MBIA
                             INS)/(Credit Suisse First Boston LIQ)                                         AA                400,000
Texas--0.5%
    1,000,000                Harris County, TX HFDC, (Series 1994) Daily VRDNs (Methodist Hospital,
                             Harris County, TX)                                                            AA              1,000,000
Wisconsin--1.3%
    2,500,000                Milwaukee, WI, Trust Receipts (Series 1998) Daily VRDNs (National
                             Westminster Bank, PLC, London LIQ)                                            NR              2,500,000
                                 Total Short-Term Municipals (at amortized cost)                                          16,600,000
                                 Total Investments (identified cost $195,634,173)(a)                                    $198,441,329
</TABLE>    

   
  * Please refer to the Appendix of the Statement of Additional Information for
    an explanation of the credit ratings. Current credit ratings are unaudited.
(a) The cost of investments for federal tax purposes amounts to $195,634,173.
    The net unrealized appreciation of investments on a federal tax basis
    amounts to $2,807,156 which is comprised of $2,817,134 appreciation and
    $9,978 depreciation at June 30, 1998.

Note: The categories of investments are shown as a percentage of net assets
($196,269,245) at June 30, 1998.
    

   
The following acronyms are used throughout this portfolio:

AMBAC --American Municipal Bond Assurance Corporation COL --Collateralized FGIC
- --Financial Guaranty Insurance Company FSA --Financial Security Assurance GNMA
- --Government National Mortgage Association GO --General Obligation HFA --Housing
Finance Authority HFDC --Health Facility Development Corporation IDA
- --Industrial Development Authority INS --Insured LIQ --Liquidity Agreement LOC
- --Letter of Credit LT --Limited Tax MBIA --Municipal Bond Investors Assurance
PFA --Public Facility Authority PLC --Public Limited Company PRF --Prerefunded
SFM --Single Family Mortgage TOBs --Tender Option Bonds UT --Unlimited Tax VRDNs
- --Variable Rate Demand Notes

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

                      STATEMENT OF ASSETS AND LIABILITIES

                      Federated Short-Term Municipal Trust

                                 June 30, 1998

<TABLE>   
<CAPTION>
Assets:
<S>                                                                                 <C>
Total investments in securities, at value (identified and tax cost $195,634,173)    $198,441,329
Income receivable                                                                      2,400,217
Receivable for investments sold                                                           40,000
Receivable for shares sold                                                             2,738,649
 Total assets                                                                        203,620,195
Liabilities:
Payable for investments purchased                                                   $  5,039,722
Payable for shares redeemed                                                               88,075
Income distribution payable                                                              397,898
Payable to Bank                                                                        1,806,091
Accrued expenses                                                                          19,164
 Total liabilities                                                                     7,350,950
Net Assets for 19,071,112 shares outstanding                                        $196,269,245
Net Assets Consist of:
Paid in capital                                                                     $197,490,288
Net unrealized appreciation of investments                                             2,807,156
Accumulated net realized loss on investments                                          (4,031,116)
Distributions in excess of net investment income                                           2,917
 Total Net Assets                                                                   $196,269,245
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
Institutional Shares:
$184,902,660 O 17,966,645 shares outstanding                                              $10.29
Institutional Service Shares:
$11,366,585 O 1,104,467 shares outstanding                                                $10.29
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    


                            STATEMENT OF OPERATIONS
   
                      Federated Short-Term Municipal Trust
                            Year Ended June 30, 1998
    
<TABLE>   
<CAPTION>
Investment Income:
<S>                                                                   <C>
Interest                                                              $9,497,280
Expenses:
Investment advisory fee                                               $  799,123
Administrative personnel and services fee                                155,000
Custodian fees                                                            13,841
Transfer and dividend disbursing agent fees and expenses                  48,912
Directors'/Trustees' fees                                                 14,053
Auditing fees                                                             13,798
Legal fees                                                                 5,599
Portfolio accounting fees                                                 75,790
Distribution services fee--Institutional Service Shares                   22,281
Shareholder services fee--Institutional Shares                           477,166
Shareholder services fee--Institutional Service Shares                    22,281
Share registration costs                                                  35,940
Printing and postage                                                      21,765
Insurance premiums                                                         3,941
Taxes                                                                         75
Miscellaneous                                                              3,275
 Total expenses                                                        1,712,840
Waivers --
 Waiver of investment advisory fee                                    $ (256,084)
 Waiver of distribution services fee--Institutional Service Shares       (21,390)
 Waiver of shareholder services fee--Institutional Shares               (477,166)
 Waiver of shareholder services fee--Institutional Service Shares           (891)
   Total waivers                                                        (755,531)
     Net expenses                                                        957,309
      Net investment income                                            8,539,971
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain on investments                                         202,730
Net change in unrealized appreciation of investments                     561,167
 Net realized and unrealized gain on investments                         763,897
   Change in net assets resulting from operations                     $9,303,868
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    

                       STATEMENT OF CHANGES IN NET ASSETS
   
                      Federated Short-Term Municipal Trust
    
<TABLE>   
<CAPTION>
                                                                                              Year Ended June 30,
                                                                                              1998            1997
<S>                                                                                      <C>             <C>
Increase (Decrease) in Net Assets:
Operations--
Net investment income                                                                    $   8,539,971   $   9,299,278
Net realized gain (loss) on investments ($8,804 net gain and $170,193 net loss,
respectively, as computed for federal tax purposes)                                            202,730        (188,131)
Net change in unrealized appreciation                                                          561,167         403,659
 Change in net assets resulting from operations                                              9,303,868       9,514,806
Distributions to Shareholders--
Distributions from net investment income
 Institutional Shares                                                                       (8,174,344)     (8,989,909)
 Institutional Service Shares                                                                 (360,458)       (311,621)
   Change in net assets resulting from distributions to shareholders                        (8,534,802)     (9,301,530)
Share Transactions--
Proceeds from sale of shares                                                                83,677,957     120,094,181
Net asset value of shares issued to shareholders in payment of distributions declared        3,608,608       3,735,821
Cost of shares redeemed                                                                   (108,712,902)   (102,793,046)
 Change in net assets resulting from share transactions                                    (21,426,337)     21,036,956
   Change in net assets                                                                    (20,657,271)     21,250,232
Net Assets:
Beginning of period                                                                        216,926,516     195,676,284
End of period (including undistributed net investment
income of $2,917 and $0, respectively)                                                   $ 196,269,245   $ 216,926,516
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    


                         NOTES TO FINANCIAL STATEMENTS
   
                      Federated Short-Term Municipal Trust
                                 June 30, 1998

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.

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.

Income and capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting principles.
These differences are primarily due to expired capital loss carryforwards. The
following reclassification has been made to the financial statements.

          Increase (Decrease)
- -------------------------------------
                   Accumulated Net
Paid In Capital  Realized Gain (Loss)
- -------------------------------------
   ($1,720,574)  $1,720,574

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, 1998, the Trust, for federal tax purposes, had a capital loss
carryforward of $4,030,794 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
<S>                                              <C>
                     1999                               $   11,866
                     2001                               $   62,121
                     2003                               $1,189,491
                     2004                               $2,597,123
                     2005                               $  170,193
 When-Issued and Delayed Delivery Transactions
</TABLE>

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.

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,
                                                               ------------------------------------------------------
                                                                           1998                       1997
                                                                --------------------------   ------------------------
Institutional Shares                                              Shares         Amount        Shares        Amount
<S>                                                            <C>           <C>             <C>          <C>
Shares sold                                                      7,381,068   $  75,983,944   11,082,005   $113,726,010
Shares issued to shareholders in payment of
distributions declared                                             328,092       3,376,837      338,791      3,476,789
Shares redeemed                                                (10,235,034)   (105,370,170)  (9,428,681)   (96,745,509)
 Net change resulting from Institutional share transactions     (2,525,874)  $ (26,009,389)   1,992,115   $ 20,457,290

<CAPTION>
                                                                                 Year Ended June 30,
                                                               ------------------------------------------------------
                                                                           1998                       1997
                                                                --------------------------   ------------------------
Institutional Service Shares                                      Shares         Amount        Shares        Amount
<S>                                                            <C>           <C>             <C>          <C>
Shares sold                                                        747,794   $   7,694,013      619,285   $  6,368,171
Shares issued to shareholders in payment of
distributions declared                                              22,517         231,771       25,233        259,032
Shares redeemed                                                   (324,766)     (3,342,732)    (591,876)    (6,047,537)
Net change resulting from Institutional Service share
transactions                                                       445,545   $   4,583,052       52,642   $    579,666
  Net change resulting from share transactions                  (2,080,329)  $ (21,426,337)   2,044,757   $ 21,036,956
</TABLE>    

   
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)
exceed 0.45% of average daily net assets of the Trust.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Trust with administrative personnel and services. The
fee paid to FServ is based on the level of average aggregate daily net assets of
all funds advised by subsidiaries of Federated Investors, Inc. 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 of 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 average daily 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. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Trust. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

Portfolio Accounting Fees

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

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

Year 2000 (unaudited)

Similar to other financial organizations, the Trust could be adversely affected
if the computer systems used by the Trust's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Trust's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Trust's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Trust.

Investment Transactions
Purchases and sales of investments, excluding short-term securities, for the
period ended June 30, 1998, were as follows:

Purchases  $64,894,259
Sales      $93,851,888
    
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, 1998, 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 12 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, 1998, by corespndence 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, 1998, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
July 31, 1998
    
NOTES
NOTES
Federated Short-Term Municipal Trust

Institutional Shares

Prospectus
August 31, 1998

A No-Load, Open-End, Diversified Management Investment Company

Federated Short-Term Municipal Trust Institutional Shares
Federated Investors Funds
5800 Corporate Drive Pittsburgh, PA 15237-7000

Distributor
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Investment Adviser
Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


Custodian
State Street Bank and TrustCompany
P.O. Box 8600 Boston,MA02266-8600

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

Independent Public Accountants
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222


Federated Securities Corp., Distributor

1-800-341-7400

- --------------------------
www.federatedinvestors.com
- --------------------------


Cusip 313907107
8072507A-IS (8/98)






                      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, 1998. 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 Short-Term Municipal Trust
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
                                                 Statement dated August 31, 1998

Cusip 313907107
Cusip 313907206
8072507B (8/98)



<PAGE>


Table of Contents
   

General Information About the Trust      1

Investment Objective and Policies        1
  Acceptable Investments                 1
  When-Issued and Delayed Delivery Transactions 2
     Futures Transactions                2
  Portfolio Turnover                     2
  Investment Limitations                 3

Federated Short-Term Municipal Trust Management 5
  Trust Ownership                        9
  Trustee Compensation                  10
  Trustee Liability                     10

Investment Advisory Services            11
  Adviser to the Trust                  11
  Advisory Fees                         11

Brokerage Transactions                  11

Other Services                          11
  Trust Administration                  11
  Custodian and Portfolio Accountant    11
  Transfer Agent                        12
  Independent Public Accountants        12

Purchasing Shares                       12
  Distribution Plan (Institutional Service
    Shares only) and Shareholder Services
    Agreement                           12





Determining Net Asset Value             12
  Valuing Municipal Securities          12
  Use of Amortized Cost                 12

Redeeming Shares                        13
  Redemption in Kind                    13

Massachusetts Partnership Law           13

Tax Status                              13
  The Trust's Tax Status                13

Total Return                            13

Yield                                   14
  Tax-Equivalent Yield                  14
  Tax-Equivalency Table                 15
  Performance Comparisons               16
  Economic and Market Information       16

About Federated Investors, Inc.         16
  Mutual Fund Market                    17
  Institutional Clients                 17
  Bank Marketing                        17
  Broker/Dealers and Bank Broker/Dealer
  Subsidiaries                          17

Appendix                                18
    



<PAGE>




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")
      Standard & Poor's ("S&P"), or Fitch IBCA, Inc. ("Fitch"). 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, S&P, or Fitch 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.

Futures Transactions

A futures contract is a firm commitment by two parties: the seller who agrees to
make delivery of the specific type of security called for in the contract
("going short") and the buyer who agrees to take delivery of the security
("going long") at a certain time in the future. In the fixed income securities
market, price moves inversely to interest rates. A rise in rates means a drop in
price. Conversely, a drop in rates means a rise in price. In order to hedge its
holdings of fixed income securities against a rise in market interest rates, the
Trust could enter into contracts to deliver securities at a predetermined price
(i.e., "go short") to protect itself against the possibility that the prices of
its fixed income securities may decline during the Trust's anticipated holding
period. The Trust would agree to purchase securities in the future at a
predetermined price (i.e., "go long") to hedge against a decline in market
interest rates.

   "Margin" in Futures Transactions

      Unlike the purchase or sale of a security, the Trust does not pay or
      receive money upon the purchase or sale of a futures contract. Rather, the
      Trust is required to deposit an amount of "initial margin" in liquid
      securities with its custodian (or the broker, if legally permitted). The
      nature of initial margin in futures transactions is different from that of
      margin in securities transactions in that futures contract initial margin
      does not involve the borrowing of funds by the Trust to finance the
      transactions. Initial margin is in the nature of a performance bond or
      good faith deposit on the contract which is returned to the Trust upon
      termination of the futures contract, assuming all contractual obligations
      have been satisfied.

      A futures contract held by the Trust is valued daily at the official
      settlement price of the exchange on which it is traded. Each day the Trust
      pays or receives cash, called "variation margin," equal to the daily
      change in value of the futures contract. This process is known as "marking
      to market." Variation margin does not represent a borrowing or loan by the
      Trust but is instead settlement between the Trust and the broker of the
      amount one would owe the other if the futures contract expired. In
      computing its daily net asset value ("NAV"), the Trust will mark-to-market
      its open futures positions.

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.

   Investing in Securities of Other Investment Companies

The Trust may invest in the securities of affiliated money market funds as an
efficient means of managing the Trust's uninvested cash.

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, 1998
and 1997, the portfolio turnover rates were 33% and 50%, 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.



<PAGE>


   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.

   Acquiring Securities

     The Trust will not acquire voting  securities,  except as part of a merger,
consolidation, reorganization, or acquisition of assets.        

   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.

   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.




<PAGE>


Federated Short-Term Municipal Trust Management
Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Short-Term Municipal Trust, and principal occupations.

   
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924

Chairman and Trustee

Chief  Executive  Officer  and  Director or Trustee of the Funds;  Chairman  and
Director,  Federated Investors,  Inc.; Chairman and Trustee, Federated Advisers,
Federated Management, and Federated Research;  Chairman and Director,  Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport Research,
Ltd.;  Mr.  Donahue  is the father of J.  Christopher  Donahue,  Executive  Vice
President of the Trust.


Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate:  February 3, 1934

Trustee

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


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

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


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918

Trustee

Director or Trustee of the Funds; Director and Member of the Executive
Committee, Michael Baker, Inc.; formerly, Vice Chairman and Director, PNC Bank,
N.A., and PNC Bank Corp.; Director, Ryan Homes, Inc.; Director, United Refinery;
Chairman, Pittsburgh Foundation; Director, Forbes Fund; Chairman, Pittsburgh
Civic Light Opera.




<PAGE>


James E. Dowd, Esq.
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922

Trustee

Director or Trustee of the Funds; Attorney-at-law; Director, The Emerging
Germany Fund, Inc.; formerly, President, Boston Stock Exchange, Inc.; Regional
Administrator, United States Securities and Exchange Commission.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932

Trustee

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


Edward L. Flaherty, Jr., Esq. @
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924

Trustee

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


Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929

President and Trustee

President and/or Trustee of some of the Funds; staff member, Federated
Securities Corp.


Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate:  March 16, 1942

Trustee

Director or Trustee of the Funds; formerly, Representative, Commonwealth of
Massachusetts General Court; President, State Street Bank and Trust Company and
State Street Corporation; Director, VISA USA and VISA International; Chairman
and Director, Massachusetts Banker Association; Director, Depository Trust
Corporation.




<PAGE>


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932

Trustee

Director or Trustee of the Funds; President, Law Professor, Duquesne University;
Consulting Partner, Mollica & Murray; formerly, Dean and Professor of Law,
University of Pittsburgh School of Law; Dean and Professor of Law, Villanova
University School of Law.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925

Trustee

Director or Trustee of the Funds; President, World Society for Ekistics, Athens;
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; formerly, Professor, United States
Military Academy; Professor, United States Air Force Academy.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935

Trustee

Director or Trustee of the Funds; Public relations/Marketing/Conference
Planning; formerly, National Spokesperson, Aluminum Company of America; business
owner.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949

Executive Vice President

President or Executive  Vice  President of the Funds;  President  and  Director,
Federated Investors, Inc.; President and Trustee, 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; Director or Trustee of some of
the Funds.  Mr.  Donahue is the son of John F. Donahue,  Chairman and Trustee of
the Trust.




<PAGE>


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

Executive Vice President

Trustee or Director of some of the Funds; President, Executive Vice President
and Treasurer of some of the Funds; Vice Chairman, Federated Investors, Inc.;
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.



John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938

Executive Vice President , Secretary and Treasurer

Executive Vice President and Secretary of the Funds; Treasurer of some of the
Funds; Executive Vice President, Secretary, and Director, Federated Investors,
Inc.; 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.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923

Vice President

President or Vice President of some of the Funds; Director or Trustee of some of
the Funds; Executive Vice President, Federated Investors, Inc.; Chairman and
Director, Federated Securities Corp.


*    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.     



<PAGE>




As used  in the  table  above,  "The  Funds"  and  "Funds"  mean  the  following
investment companies:    

111 Corcoran 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 Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield Cash
Trust; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Term Trust, Inc. - 1999;
Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series
Trust; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Obligations Trust II; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; Regions Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; 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;
WesMark Funds; WCT Funds; and World Investment Series, Inc.

Trust Ownership

As of August 7, 1998, Officers and Trustees as a group owned 373,92 (2.06%) of
the outstanding Institutional Shares of the Trust. As of the same date, Officers
and Trustees owned less than 1% of the Institutional Service Shares of the
Trust.

As of August 7, 1998 the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Trust: CPB Trust Division
Fiduciary Account, Honolulu, Hawaii, owned approximately 114,840 Shares
(11.18%); John H. Seale, Jaspar, Texas, owned approximately 68,999 Shares
(6.72%); FAM & Co., Logansport, Indiana, owned approximately 56,380 Shares
(5.49%); FTC & Co., Denver, Colorado, owned approximately, 53,991 Shares (5.26%)
and Donaldson Lufkin Jenrette Securities Corporation, Inc, Jersey City, New
Jersey, owned approximately 51,693 Shares (5.03%).

As of August 7, 1998, the following shareholder of record owned 5% or more of
the outstanding Institutional Shares of the Trust: Charles Schwab & Co., Inc.,
San Francisco, California owned approximately 2,887,040 Shares (15.82%).



<PAGE>




Trustees' Compensation

<TABLE>
<CAPTION>

<S>                       <C>            <C>    

                        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                 56 other investment companies in the Fund Complex

Thomas G. Bigley,      $1,172.62     $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

John T. Conroy,        $1,290.07     $122,362 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

William J. Copeland,   $1,290.07     $122,362 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

James E. Dowd, Esq.    $1,290.07     $122,362 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.,$1,172.62    $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

Edward L. Flaherty, Jr., Esq.        $1,290.07  $122,362 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

Glen R. Johnson,           $0        $0 for the Trust and
President and Trustee                8 other investment companies in the Fund Complex

Peter E. Madden,       $1,172.62     $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

John E. Murray, Jr., J.D., S.J.D.    $1,172.62  $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

Wesley W. Posvar,      $1,172.62     $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

Marjorie P. Smuts,     $1,172.62     $111,222 for the Trust and
Trustee                              56 other investment companies in the Fund Complex

* Information is furnished for the fiscal year ended June 30, 1998.

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

  The information is provided for the last calendar year.
</TABLE>

    

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, Inc. All of the securities of Federated
Investors, Inc. 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, 1998, 1997, and 1996, the Trust's adviser earned $799,123, $866,632,
and $837,213, respectively, which were reduced by $256,084, $293,339, and
$266,026, respectively, because of undertakings to limit the Trust's expenses.
    

Brokerage Transactions
   When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order at a
favorable price. In working with dealers, the adviser will generally use those
who are recognized dealers in specific portfolio instruments, except when a
better price and execution of the order can be obtained elsewhere. The adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to guidelines established by the Trustees. The adviser may select
brokers and dealers who offer brokerage and research services. These services
may be furnished directly to the Trust or to the adviser and may include: advice
as to the advisability of investing in securities; security analysis and
reports; economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Trust and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended June 30, 1998, 1997 and 1996, 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, Inc.,
provides administrative personnel and services to the Trust for a fee as
described in the prospectuses. From March 1, 1994 to March 1, 1996, Federated
Administrative Services, a subsidiary of Federated Investors, Inc., served as
the Trust's Administrator. For purposes of this Statement of Additional
Information, Federated Services Company and Federated Administrative Services
may hereinafter collectively be referred to as the "Administrators." For the
fiscal years ended June 30, 1998, 1997, and 1996, the Administrators earned
$155,000, $163,655, and $158,326, respectively.     

Custodian and Portfolio Accountant
State Street Bank and Trust Company, Boston, MA, is custodian for the securities
and cash of the Trust. Federated Services Company, Pittsburgh, PA, provides
certain accounting and recordkeeping services with respect to the Trust's
portfolio of 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, 1998, payments in the amount of $22,281
were made pursuant to the Distribution Plan (Institutional Service Shares only)
of which $21,390 was waived. In addition, for this period, the Trust paid
shareholder service fees in the amount of $477,166, of which $477,166 was waived
for Institutional Shares and $22,281, of which $891 was waived for Institutional
Service Shares.     

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    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, 1998, were 4.68%,
4.07%, and 4.96%, respectively. The Trust's average annual total return for
Institutional Service Shares for the fiscal year ended June 30, 1998 and for the
period since inception (August 31, 1993, date of initial public offering), to
June 30, 1998 was 4.41% and 3.85% respectively.     

Yield    The Trust's  yields for the thirty-day  period ended June 30, 1998, for
Institutional  Shares and  Institutional  Service  Shares  were 3.78% and 3.53%,
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,
1998, for Institutional Shares and Institutional Service Shares were 5.25% and
4.90%, 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.



<PAGE>


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 1998
                                                      MULTI-STATE MUNICIPAL FUND
      FEDERAL INCOME TAX BRACKET:
                  15.00%    28.00%       31.00%        36.00%        39.60%


      JOINT           $1-  $42,351-     $102,301-     $155,951-       OVER
      RETURN      42,350    102,300      155,950       278,450      $278,450

      SINGLE          $1-  $25,351-     $61,401-      $128,101-       OVER
      RETURN      25,350    61,400       128,100       278,450      $278,450

      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.



<PAGE>


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 Municipal Index/1-Year is an unmanaged index of
    municipal bonds issued after January 1, 1991 with a minimum credit rating of
    at least Baa, which have been issued as part of a deal of at least $50
    million, have a maturity value of at least $3 million and mature in at least
    1, but not more than 2 years. As of January 1996, the index also includes
    zero coupon bonds and bonds subject to the Alternative Minimum Tax.

  o The Lehman Brothers Municipal Index/3 Year is an unmanaged index of
    municipal bonds issued after January 1, 1991 with a minimum credit rating of
    at least Baa, which have been issued as part of a deal of at least $50
    million, have a maturity value of at least $3 million, and a maturity range
    of 1-5 years. As of January 1996, the index also includes zero coupon bonds
    and bonds subject to the Alternative Minimum Tax.     

  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-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Trust can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

Economic and Market Information

Advertising and sales literature for the Trust may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by the Trust portfolio managers and their views and analysis on how
such developments could affect the 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, Inc.
Federated Investors, Inc. 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, 1997, Federated Investors, Inc.
managed 11 bond funds with approximately $2.1 billion in assets and 22 money
market funds with approximately $10.9 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.

The  Chief  Investment  Officers   responsible  for  oversight  of  the  various
investment  sectors within Federated  Investors,  Inc. are: U.S. equity and high
yield - J. Thomas Madden;  U.S. fixed income -William D. Dawson, III; and global
equities and fixed income - Henry A. Frantzen. The Chief Investment Officers are
Executive Vice Presidents of the Federated advisory companies.

Mutual Fund Market

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*

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

Institutional Clients

Federated Investors, Inc. meets the needs of approximately 900 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.

Bank Marketing

Other institutional clients include close relationships with more than 1,600
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 Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

Broker/Dealers and Bank Broker/Dealer Subsidiaries

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/ dealer and bank broker/dealer
relationships across the country--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. DALBAR, Inc
is recognized as the industry benchmark for service quality measurement. The
marketing effort to these firms is headed by James F. Getz, President, Federated
Securities Corp.

*     Source: Investment Company Institute

























<PAGE>


Appendix
Standard and Poor's ("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.

BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

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 Services, Inc. ("Moody's") 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.

   Baa--Bonds which are rated Baa are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.     

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.

Fitch IBCA, Inc. ("Fitch") Investment Grade Bond Ratings

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+."

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered strong, but
may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.

Standard and Poor's 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 Services, 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 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 Services, 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.




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, 1998, 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Prospectus dated August 31, 1998


                               TABLE OF CONTENTS
   
<TABLE>
<S>                                                   <C>
Summary of Trust Expenses                             1
Financial Highlights--Institutional Service Shares    2
General Information                                   3
 Year 2000 Statement                                  3
Investment Information                                3
 Investment Objective                                 3
 Investment Policies                                  3
 Municipal Securities                                 5
 Investment Risks                                     6
 Investment Limitations                               6
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             8
 Share Purchases                                      8
 Minimum Investment Required                          8
 What Shares Cost                                     8
 Confirmations and Account Statements                 9
 Dividends                                            9
 Capital Gains                                        9
Redeeming Institutional Service Shares                9
 Telephone Redemption                                 9
 Written Requests                                     9
 Accounts with Low Balances                          10
Shareholder Information                              10
 Voting Rights                                       10
Tax Information                                      10
 Federal Income Tax                                  10
 State and Local Taxes                               11
Performance Information                              11
Other Classes of Shares                              11
Financial Highlights--Institutional Shares           12
Financial Statements                                 13
Report of Independent Public Accountants             26
</TABLE>
    


                           SUMMARY OF TRUST EXPENSES
   
                          Institutional Service Shares
                       Shareholder Transaction Expenses

Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)                          None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)                          None
Contingent Deferred Sales Charge
  (as a percentage of original purchase price or redemption
  proceeds, as applicable)                                     None
Redemption Fee (as a percentage of amount redeemed,
  if applicable)                                               None
Exchange Fee                                                   None

                           Annual Operating Expenses
                    (As a percentage of average net assets)

Management Fee (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%

(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 12b-1 Fee has been reduced to reflect the waiver of a portion of the
     12b-1 fee. The distributor can terminate this waiver at any time at its
     sole discretion. The maximum 12b-1 fee is 0.25%.

(3)  The shareholder services fee has been reduced to reflect the waiver of a
     portion of the shareholder services fee. The shareholder service provider
     can terminate this waiver at any time at its sole discretion. The maximum
     shareholder services fee is 0.25%.

(4)  The total operating expenses would have been 1.10% absent the waivers of
     portions of the management fee, 12b-1 and shareholder service 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.

Example

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.

1 Year                                                               $ 7
3 Years                                                              $23
5 Years                                                              $40
10 Years                                                             $89

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
    


              FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES     (For a
share outstanding throughout each period)

Reference is made to the Report of Independent Public Accountants on page 26.

<TABLE>
<CAPTION>
                                                                                               Year Ended June 30,
                                                                                   1998     1997     1996     1995     1994(a)
<S>                                                                              <C>       <C>      <C>      <C>      <C>
Net asset value, beginning of period                                             $ 10.26   $10.24   $10.28   $10.15   $ 10.35
Income from investment operations
 Net investment income                                                              0.42     0.42     0.40     0.39      0.31
 Net realized and unrealized gain (loss) on investments                             0.03     0.02    (0.04)    0.13     (0.20)
 Total from investment operations                                                   0.45     0.44     0.36     0.52      0.11
Less distributions
 Distributions from net investment income                                          (0.42)   (0.42)   (0.40)   (0.39)    (0.31)
Net asset value, end of period                                                   $ 10.29   $10.26   $10.24   $10.28   $ 10.15
Total return (b)                                                                    4.41%    4.33%    3.56%    5.26%     1.08%
Ratios to average net assets
 Expenses                                                                           0.72%    0.71%    0.72%    0.71%   0.72%*
 Net investment income                                                              4.05%    4.05%    3.90%    3.69%   3.65%*
Supplemental data
 Net assets, end of period (000 omitted)                                         $11,367   $6,758   $6,209   $5,223   $31,459
 Portfolio turnover                                                                   33%      50%      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.

(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, 1998, 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. 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.


Year 2000 Statement

Like other mutual funds and business organizations worldwide, the Trust's
service providers (among them, the adviser, distributor, administrator and
transfer agent) must ensure that their computer systems are adjusted to properly
process and calculate date-related information from and after January 1, 2000.
Many software programs and, to a lesser extent, the computer hardware in use
today cannot distinguish the year 2000 from the year 1900. Such a design flaw
could have a negative impact in the handling of securities trades, pricing and
accounting services. The Trust and its service providers are actively working on
necessary changes to computer systems to deal with the year 2000 issue and
believe that systems will be year 2000 compliant when required. Analysis
continues regarding the financial impact of instituting a year 2000 compliant
program on the Trust's operations


                             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 four highest ratings for municipal securities by Moody's
   Investors Service, Inc. ("Moody's") (Aaa, Aa, A, or Baa) or by Standard &
   Poor's ("S&P") and Fitch IBCA, Inc. ("Fitch") (AAA, AA, A, or BBB);

 .  guaranteed at the time of purchase by the U.S. government as to the payment
   of principal and interest;

 .  rated at the time of purchase within the two highest ratings categories of
   Moody's short-term municipal securities ratings, (MIG1/VMIG1, MIG2/VMIG2) or
   Moody's municipal commercial paper ratings, (P-1, P-2) or S&P's municipal
   note rating, (SP-1, SP-2) or S&P's municipal commercial paper and short-term
   ratings, (A-1, A-2); or

 .  unrated, if at the time of purchase, determined by the Trust's investment
   adviser to be of comparable quality to municipal securities as stated above.
   
Changes in economic or other circumstances are more likely to lead to weakened
capacity to make principal and interest payments higher than securities.
    

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.

   
Inverse Floaters

The Trust may invest in securities known as "inverse floaters" which represent
interests in municipal securities. The Trust intends to purchase inverse
floaters to assist in pursuing its investment objective. These obligations pay
interest rates that vary inversely with changes in the interest rates of
specified short-term municipal securities or an index of short-term municipal
securities. The interest rates on inverse floaters will typically decline as
short-term market interest rates increase and increase as short-term market
rates decline. Inverse floaters will generally respond to changes in market
interest rates more rapidly than fixed-rate long-term securities (typically
twice as fast). As a result, the market values of inverse floaters will
generally be more volatile than the market values of fixed-rate municipal
securities. Typically, the portion of the portfolio invested in inverse floaters
will be subject to additional volatility.      Financial Futures

The Trust may purchase and sell interest rate and index financial futures
contracts. These financial futures contracts may be used to hedge all or a
portion of its portfolio against changes in the market value of portfolio
securities and interest rates, provide additional liquidity, and accomplish its
current strategies in a more expeditious fashion. Financial futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract and the buyer agrees to take delivery of
the instrument at the specified future time.

As a matter of investment policy, which may be changed without shareholder
approval, the Trust may not purchase or sell futures contracts if immediately
thereafter the sum of the amount of margin deposits on the Trust's existing
futures positions would exceed 5% of the market value of the Trust's total
assets. When the Trust purchases futures contracts, an amount of municipal
securities, cash or cash equivalents, equal to the underlying commodity value of
the futures contracts (less any related margin deposits), will be deposited in a
segregated account with the Trust's custodian (or the broker, if legally
permitted) to collateralize the position.

 Risks

 When the Trust uses financial futures, there is a risk that the prices of the
 securities subject to the futures contracts may not correlate perfectly with
 the prices of the securities in the Trust's portfolio. This may cause the
 futures contract to react differently than the portfolio securities to market
 changes. In addition, the Trust's investment adviser could be incorrect in its
 expectations about the direction or extent of market factors such as interest
 rate movements. In these events, the Trust may lose money on the futures
 contract. It is not certain that a secondary market for positions in futures
 contracts will exist at all times. Although the investment adviser will
 consider liquidity before entering into futures transactions, there is no
 assurance that a liquid secondary market on an exchange or otherwise will exist
 for any particular futures contract at any particular time. The Trust's ability
 to establish and close out futures positions depends on this secondary market.


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. 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.

   
Investing in Securities of Other Investment Companies

The Trust may invest its assets in securities of other investment companies as
an efficient means of carrying out its investment policies. It should be noted
that investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Trust in shares of other investment companies
may be subject to such duplicate expenses.     

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; 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 0.40%
 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 0.45% of its average daily net
 assets. Any accrued shareholder services fees and/or distribution plan fees are
 considered to be outside this contractual expense limitation. Further, the
 limitation does not include reimbursement to the Trust of any expenses incurred
 by shareholders who use the transfer agent's subaccounting facilities.
    

Adviser's Background

 Federated 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, Inc. All of the Class A (voting) shares
 of Federated Investors, Inc. are owned by a trust, the trustees of which are
 John F. Donahue, Chairman and Director of Federated Investors, Inc., Mr.
 Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who is President
 and Director of Federated Investors, Inc.


Federated Management and other subsidiaries of Federated Investors, Inc. 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 $120 billion invested across more than 300 funds
under management and/or administration by its subsidiaries, as of December 31,
1997, Federated Investors, Inc. is one of the largest mutual fund investment
managers in the United States. With more than 2,000 employees, Federated
continues to be led by the management who founded the company in 1955. Federated
funds are presently at work in and through approximately 4,000 financial
institutions nationwide.

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 Trustees and could
result in severe penalties.

Jeff A. Kozemchak has been the Trust's portfolio manager since June 1996. Mr.
Kozemchak joined Federated Investors, Inc. or its predecessor 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. Mr. Kozemchak is a Chartered Financial Analyst and received his
M.S. in Industrial Administration from Carnegie Mellon University in 1987.

Mary Jo Ochson has been the Trust's portfolio manager since January 1997. Ms.
Ochson joined Federated Investors, Inc. or its predecessor in 1982 and has been
a Senior Vice President of the Trust's investment adviser since January 1996.
From 1988 through 1995, Ms. Ochson served as a Vice president of the Trust's
investment adviser. Ms. Ochson is a Chartered Financial Analyst and received her
M.B.A. in Finance from the University of Pittsburgh.

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, Inc.

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 0.25% 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, Inc., under
which the Trust may make payments up to 0.25% 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 Adviser or its
affiliates.

Administration of the Trust
Administrative Services

Federated Services Company, a subsidiary of Federated Investors, Inc., 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, Inc.
("Federated Funds") as specified below:

Maximum               Average Aggregate
  Fee                 Daily Net Assets

0.150%           on the first $250 million
0.125%           on the next $250 million
0.100%           on the next $250 million
0.075%     on assets in excess of $750 million

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, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
   
Confirmations and Account Statements

Shareholders will receive detailed confirmations of transactions. In addition,
shareholders will receive periodic statements reporting all account activity,
including dividends paid. The trust will not issue share certificates.
    

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, 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, 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

Because interest received by the Trust may not be exempt from all state and
local income taxes, shareholders may be required to pay state and local taxes on
dividends received from the Trust.

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, Inc.

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.


FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES

(For a share outstanding throughout each period)

Reference is made to the Report of Independent Public Accountants on page 26.
   
<TABLE>
<CAPTION>
                                                                         Year Ended June 30,
                               1998       1997       1996       1995       1994       1993       1992
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value, beginning
 of period                   $  10.26   $  10.24   $  10.28   $  10.15   $  10.37   $  10.29   $  10.18
Income from investment
 operations
 Net investment income           0.44       0.44       0.43       0.42       0.40       0.44       0.53
 Net realized and
  unrealized gain
 (loss) on investments           0.03       0.02      (0.04)      0.13      (0.22)      0.08       0.11
 Total from investment
  operations                     0.47       0.46       0.39       0.55       0.18       0.52       0.64
Less distributions
 Distributions from net
 investment income              (0.44)     (0.44)     (0.43)     (0.42)     (0.40)     (0.44)     (0.53)
Net asset value, end of
 period                      $  10.29   $  10.26   $  10.24   $  10.28   $  10.15   $  10.37   $  10.29
Total return (a)                 4.68%      4.59%      3.82%      5.52%      1.76%      5.11%      6.40%
Ratios to average net
 assets
 Expenses                        0.47%      0.46%      0.47%      0.46%      0.47%      0.46%      0.46%
 Net investment income           4.28%      4.30%      4.14%      4.09%      3.89%      4.21%      5.12%
Supplemental data
          Net assets, end
           of period
          (000 omitted)      $184,903   $210,169   $189,467   $217,713   $316,810   $318,932   $205,101
 Portfolio turnover                33%        50%        20%        33%        36%        15%        42%
</TABLE>

<TABLE>
<CAPTION>
                                    Year Ended June 30,
                                1991       1990       1989
<S>                           <C>        <C>        <C>
Net asset value, beginning
 of period                    $  10.14   $  10.10   $  10.19
Income from investment
 operations
 Net investment income            0.60       0.60       0.57
 Net realized and
  unrealized gain
 (loss) on investments            0.04       0.04      (0.09)
 Total from investment
  operations                      0.64       0.64       0.48
Less distributions
 Distributions from net
 investment income               (0.60)     (0.60)     (0.57)
Net asset value, end of
 period                       $  10.18   $  10.14   $  10.10
Total return (a)                  6.47%      6.54%      4.84%
Ratios to average net
 assets
 Expenses                         0.46%      0.47%      0.46%
 Net investment income            5.89%      5.94%      5.59%
Supplemental data
          Net assets, end
           of period
          (000 omitted)       $142,493   $139,113   $178,978
 Portfolio turnover                 40%        69%        55%
</TABLE>
    
   
(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

Further information about the Trust's performance is contained in the Trust's
Annual Report for the fiscal year ended June 30, 1998, which can be obtained
free of charge.     


                           PORTFOLIO OF INVESTMENTS
   
                      Federated Short-Term Municipal Trust
                                 June 30, 1998

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
Short-Intermediate Municipal Securities--92.7%
Alabama--2.0%
    $1,000,000               Alabama State Docks Department, Docks Facilities Refunding Revenue Bonds,
                             5.25% (MBIA INS), 10/1/2000                                                    AAA         $  1,028,020
    1,000,000                Alabama State Docks Department, Docks Facilities Refunding Revenue Bonds,
                             5.25% (MBIA INS), 10/1/2001                                                    AAA            1,036,630
    1,850,000                Alabama State, UT GO Refunding Bonds, 5.70%, 9/1/1998                           AA            1,856,531
                             Total                                                                                         3,921,181
Alaska--1.1%
    2,000,000                Anchorage, AK, Hospital Refunding Revenue Bonds, 6.50% (Sisters of
                             Providence)/(Original Issue Yield: 6.75%), 10/1/1999                           AA-            2,065,680
Arkansas--1.1%
    2,000,000                Arkansas Development Finance Authority, Single Family Mortgage Revenue
                             Bonds (Series 1997A-R), 6.50% (MBIA INS), 2/1/2011                             AAA            2,162,440
California--8.7%
    1,000,000                ABAG Finance Authority for Non-Profit Corporations, Refunding Revenue
                             Certificates of Participation, 4.625% (Episcopal Homes Foundation)/(Original
                             Issue Yield: 4.70%), 7/1/2004                                                   A-            1,007,300
    2,620,000                ABAG Finance Authority for Non-Profit Corporations, Refunding Revenue
                             Certificates of Participation, 4.50% (Episcopal Homes Foundation)/(Original
                             Issue Yield: 4.60%), 7/1/2003                                                   A-            2,633,388
    12,500,000               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          13,554,500
                             Total                                                                                        17,195,188
Colorado--4.6%
    4,375,000                Arvada, CO Urban Renewal Authority, Revenue Refunding Bonds (Series 1997A),
                             5.25% (MBIA INS), 9/1/2002                                                      AAA           4,552,319
    1,525,000                Colorado HFA, Single Family Mortgage Revenue Bond, Series C-1, 7.65%,
                             12/1/2025                                                                       Aa2           1,713,902
    2,000,000                Colorado HFA, Single Family Mortgage Revenue Bonds (Series 1997C-3),
                             4.80%, 11/1/2016                                                                Aa2           2,043,780
    500,000                  Colorado HFA, Single Family Program Senior Bonds (Series 1998C-2), 4.50%,
                             11/1/2005                                                                       Aa2             499,355
    250,000                  Colorado HFA, Single Family Program Subordinate Bonds (Series 1998B), 4.625%,
                             11/1/2005                                                                       A2              250,063
                             Total                                                                                         9,059,419
</TABLE>

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
Short-Intermediate Municipal Securities--continued
District Of Columbia--1.3%
    $2,335,000               District of Columbia Housing Finance Agency, Single Family Mortgage Revenue
                             Bonds (Series 1998A), 6.25% (GNMA Collateralized Home Mortgage Program
                             COL), 12/1/2028                                                                AAA         $  2,479,910
Florida--1.9%
    2,000,000                Dade County, FL, Public Improvement Refunding UT GO Bonds, 7.20% (FSA INS),
                             6/1/2001                                                                       AAA            2,176,960
    1,500,000                Florida Housing Finance Corp., Homeowner Mortgage Revenue Bonds, Series 2,
                             4.75% (MBIA INS), 7/1/2019                                                     AAA            1,504,515
                             Total                                                                                         3,681,475
Hawaii--2.7%
    5,000,000                Hawaii State, UT GO Bonds, Series CN, 6.25% (FGIC LOC), 3/1/2002                    AAA       5,351,000
Illinois--6.5%
    1,000,000                Chicago, IL, Collateralized SFM Revenue Bonds, Series A-1, 4.85% (GNMA COL),
                             3/1/2015                                                                         Aaa          1,005,260
    1,500,000                Illinois Health Facilities Authority, Adjustable Rate Revenue Bonds, Series
                             1991B, 5.00% (Highland Park Hospital)/(FGIC INS), 10/1/2000                      AAA          1,533,060
    1,030,000                Illinois Health Facilities Authority, Revenue Bonds (Series 1998), 5.25%
                             (Centegra Health System), 9/1/2003                                                A-          1,065,453
    1,000,000                Illinois Health Facilities Authority, Revenue Refunding Bonds (Series A),
                             4.80% (Advocate Health Care Network)/(Original Issue Yield: 4.90%), 8/15/2002    AA           1,018,860
    2,000,000                Illinois Health Facilities Authority, Revenue Refunding Bonds (Series A),
                             5.00% (Advocate Health Care Network), 8/15/2003                                   AA          2,054,880
    3,000,000                Illinois State, UT GO Bonds, 5.10% (FGIC INS), 9/1/2000                          AAA          3,071,820
    3,000,000                Illinois State, UT GO Bonds, 5.50%, 8/1/1999                                      AA          3,058,410
                             Total                                                                                        12,807,743
Indiana--2.0%
    3,900,000                Indiana Health Facilty Financing Authority, Hospital Revenue Bonds
                             (Series 1996A), 4.75% (Clarian Health Partners, Inc.)/(Original Issue Yield:
                             4.85%), 2/15/2002                                                                AA           3,973,242
Kansas--0.5%
    1,000,000                Sedgwick & Shawnee Counties, KS, Single Family Mortgage Revenue Bonds
                             (Series 1997A-2), 4.90% (GNMA Collateralized Home Mortgage Program COL),
                             6/1/2016                                                                         Aaa          1,014,780
Kentucky--0.6%
    1,155,000                Jefferson County, KY, UT GO Trust Certificates, 5.25%, 3/1/2000                      A+       1,178,250
Louisiana--7.1%
    2,200,000                Lake Charles, LA Harbor & Terminal District, Port Facilities Revenue
                             Refunding Bond, Trunkline Lining Co Project, 7.75% (Panhandle
                             Eastern Corp.), 8/15/2022                                                        A3           2,517,614
</TABLE>

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
Short-Intermediate Municipal Securities--continued
Louisiana--continued
    $4,000,000               Louisiana PFA, Health & Education Capital Facilities Revenue Bonds (Series
                             A), 5.00% TOBs (AMBAC INS), Mandatory Tender 6/1/2002                           AAA        $  4,083,960
    7,000,000                Louisiana State, Refunding GO Bonds (Series 1996A), 6.00% (FGIC INS),           AAA           7,282,240
                             8/1/2000
                             Total                                                                                        13,883,814
Michigan--3.5%
    1,000,000                Michigan State Building Authority, Revenue Bonds (Series II), 6.25%
                             (AMBAC INS)/(Original Issue Yield: 6.35%), 10/1/2000                            AAA           1,049,590
    925,000                  Michigan State Hospital Finance Authority, Hospital Revenue & Refunding
                             Bonds (Series 1998A), 4.60% (Hackley Hospital Obligated Group), 5/1/2003         A3             926,341
    1,005,000                Michigan State Hospital Finance Authority, Hospital Revenue & Refunding
                             Bonds (Series 1998A), 4.70% (Hackley Hospital Obligated Group), 5/1/2004         A3           1,006,719
    820,000                  Michigan State Hospital Finance Authority, Revenue
                             & Refunding Bonds (Series 1998A), 4.40% (McLaren
                             Health Care Corp.)/(Original Issue Yield:
                             4.45%), 6/1/2004                                                                 A1             818,663
    3,000,000                Michigan Underground Storage Tank Financial Assurance Authority, Revenue
                             Refunding Bonds (Series I), 5.00% (AMBAC INS),  5/1/2001                         AAA          3,080,730
                             Total                                                                                         6,882,043
Minnesota--1.5%
    3,000,000                Minneapolis, MN, Temporary Parking Ramp Revenue Bonds, Series 1997A,
                             4.75%, 6/1/2000                                                                   NR          3,003,570
Mississippi--1.1%
    1,015,000                Mississippi Home Corp., Single Family Mortgage Revenue Bonds (Series 1998A),
                             5.125% (GNMA Collateralized Home Mortgage Program COL), 12/1/2017                 Aaa         1,020,359
    1,090,000                Mississippi Home Corp., Single Family Revenue Mortgage Bonds (Series 1998A),
                             5.25% (GNMA Collateralized Home Mortgage Program COL), 12/1/2018                  Aaa         1,095,712
                             Total                                                                                         2,116,071
Missouri--1.1%
    2,000,000                Springfield, MO State Highway Improvement Corp., Transportation Revenue
                             Bonds (Series 1997), 5.25% (AMBAC INS), 8/1/2001                                  AAA         2,068,600
Nevada--2.6%
    5,000,000                Nevada State Highway Improvement Authority, Motor Vehicle Fuel Tax Revenue
                             Bonds, 7.00%, 4/1/1999                                                            AA          5,124,950
New Jersey--7.3%
    7,000,000                New Jersey State, UT GO Bonds, 7.20%, 4/15/1999                                     AA+       7,196,000
    7,000,000                New Jersey State, UT GO Refunding Bonds (Series C), 6.50%, 1/15/2002                AA+       7,156,450
                             Total                                                                                        14,352,450
</TABLE>

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
Short-Intermediate Municipal Securities--continued
New Mexico--1.0%
    $1,820,000               Santa Fe Solid Waste Management Agency, NM, Facility Revenue Bonds
                             (Series 1996), 5.00%, 6/1/2003                                                  NR         $  1,867,775
New York--4.2%
    4,100,000                New York City Municipal Water Finance Authority, Revenue Bonds, 7.20%,
                             6/15/1999                                                                        A-           4,233,045
    900,000                  New York City Municipal Water Finance Authority, Revenue Bonds, 7.20%,
                             6/15/1999                                                                        A-             930,231
    3,000,000                New York State Mortgage Agency, Homeowner Mortgage Revenue Bonds,
                             Series 71, 4.75%, 10/1/2021                                                     Aa2           3,005,430
                             Total                                                                                         8,168,706
Ohio--4.2%
    1,000,000                Cincinnati City School District, OH, Tax Anticipation Notes (Series A), 5.50%
                             (AMBAC INS), 12/1/2000                                                          AAA           1,035,980
    3,630,000                Lucas County, OH, Hospital Revenue Refunding Bonds (Series 1996), 5.00%
                             (ProMedica Healthcare Obligated Group)/(MBIA INS), 11/15/1999                   AAA           3,690,004
    1,500,000                Ohio HFA, Residential Mortgage Revenue Bonds (Series 1997D-1), 4.85%
                             (GNMA Collateralized Home Mortgage Program COL), 3/1/2015                       AAA           1,510,950
    2,000,000                Ohio HFA, Residential Mortgage Revenue Bonds (Series 1998A-1), 4.60%
                             (GNMA Collateralized Home Mortgage Program COL), 9/1/2026                       AAA           1,992,680
                             Total                                                                                         8,229,614
Oklahoma--0.5%
    1,055,000                Washington Cnty, OK Medical Authority, Hospital Revenue Bonds (Series 1996A),
                              4.75% (Jane Phillips Medical Center)/(Connie Lee INS)/(Original Issue Yield:
                              4.90%), 11/1/2001                                                              AAA           1,075,625
Oregon--2.1%
    2,000,000                Oregon State Department of Transportation, Regional Light Rail Revenue Bond,
                             Westside Project, 5.375% (MBIA Insurance Corporation INS), 6/1/1999             AAA           2,032,220
    2,000,000                Oregon State Department of Transportation, Regional Light Rail Revenue Bond,
                             Westside Project, 5.50%
                             (MBIA INS), 6/1/2000                                                            AAA           2,060,460
    Total                    4,092,680
Pennsylvania--3.3%
    4,726,601                Philadelphia, PA Municipal Authority, Equipment Revenue Bonds (Series 1997A),
                             5.297% (Philadelphia, PA Gas Works)/(AMBAC INS), 10/1/2004                      AAA           4,933,531
    1,500,000                Southeastern, PA Transportation Authority, Special Revenue Bonds, 5.25%
                             (FGIC INS), 3/1/2001                                                            AAA           1,545,210
                             Total                                                                                         6,478,741
</TABLE>

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
Short-Intermediate Municipal Securities--continued
Texas--5.8%
    $2,000,000               Fort Worth, TX, Refunding LT GO Bonds (Series A), 5.10% (Original Issue
                             Yield: 5.20%), 3/1/2000                                                                    $  2,041,080
    2,500,000                Harris County, TX HFDC, Hospital Revenue Bonds, Series 1997A, 5.25%
                             (Memorial Hospital System)/(MBIA Insurance Corporation LOC), 6/1/2002           AAA           2,595,250
    2,070,000                Lewisville, TX, Combination Contract Revenue & Special Assessment Bonds
                             (Series 1997), 4.95% TOBs (Wells Fargo Bank, N.A. LOC), Mandatory
                             Tender 11/1/2001                                                                 A+           2,099,705
    4,440,000                Texas State, UT GO Public Finance Authority (Series B), 8.00%, 10/1/1999         AA           4,672,079
                             Total                                                                                        11,408,114
Virginia--0.5%
    1,000,000                Botetourt County, VA IDA, Lease Revenue Notes (Series 1997), 4.55% (Botetourt
                             County, VA), 1/15/2000                                                           NR           1,000,400
Washington--7.9%
    1,680,000                Tacoma, WA, Solid Waste Utility Revenue Refunding Bonds (Series 1997B),
                             5.50% (AMBAC INS), 12/1/2002                                                     AAA          1,768,721
    3,000,000                Washington State Public Power Supply System, Nuclear Project No. 2 Revenue
                             Refunding Bond, (Series 1997B), 5.50%, 7/1/2003                                   AA-         3,154,290
    3,000,000                Washington State Public Power Supply System, Refunding Revenue Bonds
                             (Nuclear Project No. 2) (Series 1997A), 5.00%, 7/1/2001                           AA-         3,071,730
    7,425,000                Washington State, UT GO Bonds (Series B), 5.00%, 5/1/1999                        AA+          7,511,650
                             Total                                                                                        15,506,391
West Virginia--0.8%
    1,500,000                Cabell County, WV Board of Education, Refunding UT GO Bonds, 6.00%, 5/1/2001    A+            1,576,095
Wisconsin--5.2%
    6,500,000                Wisconsin Health and Educational Facilities Authority, Revenue Bonds (Series
                             1996), 5.50% (Gundersen Lutheran)/(FSA INS), 12/1/2000                            AAA         6,727,822
    3,335,000                Wisconsin Health and Educational Facilities Authority, Revenue Bonds (Series
                             1997), 4.70% (Marshfield Clinic, WI)/(MBIA INS)/(Original Issue Yield:
                             4.85%), 2/15/2002                                                                 AAA         3,387,560
                             Total                                                                                        10,115,382
                             Total Short-Intermediate Municipal Securties (identified cost $179,034,173)                 181,841,329
Short-Term Municipals--8.5%
California--0.6%
    1,100,000                Monterey Peninsula, CA Water Management District Weekly VRDNs
                             (Wastewater Reclaimation)/(Sumitomo Bank Ltd., Osaka LOC)                          A-         1,100,000
</TABLE>

<TABLE>
<CAPTION>
   Principal                                                                                                Credit
    Amount                                                                                                  Rating*       Value
<S>                          <C>                                                                         <C>           <C>
                             Short-Term Municipals--continued
Illinois--2.5%
    $5,000,000               Illinois Development Finance Authority, Multifamily Housing Refunding &
                             Revenue Bonds Weekly VRDNs (Cobbler Square Project)/(Sumitomo Bank Ltd.,
                             Osaka LOC)                                                                       A-        $  5,000,000
North Carolina--2.9%
    5,600,000                Person County, NC Industrial Facilities & Pollution Control Financing
                             Authority Daily VRDNs (Carolina Power & Light Co.)/(SunTrust Bank,
                             Atlanta LOC)                                                                     Aa3          5,600,000
Pennsylvania--0.5%
    1,000,000                New Castle, PA Area Hospital Authority, (Series 1996) Weekly VRDNs
                             (Jameson Memorial Hospital)/(FSA INS)/(PNC Bank, N.A. LIQ)                       AAA          1,000,000
Puerto Rico--0.2%
    400,000                  Government Development Bank for Puerto Rico (GDB) Weekly VRDNs (MBIA
                             INS)/(Credit Suisse First Boston LIQ)                                            AA             400,000
Texas--0.5%
    1,000,000                Harris County, TX HFDC, (Series 1994) Daily VRDNs (Methodist Hospital,
                             Harris County, TX)                                                               AA           1,000,000
Wisconsin--1.3%
    2,500,000                Milwaukee, WI, Trust Receipts (Series 1998) Daily VRDNs (National Westminster
                             Bank, PLC, London LIQ)                                                           NR           2,500,000
                             Total Short-Term Municipals (at amortized cost)                                              16,600,000
                             Total Investments (identified cost $195,634,173)(a)                                        $198,441,329
</TABLE>

 *  Please refer to the Appendix of the Statement of Additional Information for
    an explanation of the credit ratings. Current credit ratings are unaudited.
(a) The cost of investments for federal tax purposes amounts to $195,634,173.
    The net unrealized appreciation of investments on a federal tax basis
    amounts to $2,807,156 which is comprised of $2,817,134 appreciation and
    $9,978 depreciation at June 30, 1998.

Note: The categories of investments are shown as a percentage of net assets
      ($196,269,245) at June 30, 1998.

The following acronyms are used throughout this portfolio:

AMBAC  --American Municipal Bond Assurance Corporation
COL    --Collateralized
FGIC   --Financial Guaranty Insurance Company
FSA    --Financial Security Assurance
GNMA   --Government National Mortgage Association
GO     --General Obligation
HFA    --Housing Finance Authority
HFDC   --Health Facility Development Corporation
IDA    --Industrial Development Authority
INS    --Insured
LIQ    --Liquidity Agreement
LOC    --Letter of Credit
LT     --Limited Tax
MBIA   --Municipal Bond Investors Assurance
PFA    --Public Facility Authority
PLC    --Public Limited Company
PRF    --Prerefunded
SFM    --Single Family Mortgage
TOBs   --Tender Option Bonds
UT     --Unlimited Tax
VRDNs  --Variable Rate Demand Notes

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


                      STATEMENT OF ASSETS AND LIABILITIES
   
                      FEDERATED SHORT-TERM MUNICIPAL TRUST
                                 JUNE 30, 1998

<TABLE>
<CAPTION>
Assets:
<S>                                                                                 <C>              <C>
Total investments in securities, at value (identified and tax cost $195,634,173)                      $198,441,329
Income receivable                                                                                        2,400,217
Receivable for investments sold                                                                             40,000
Receivable for shares sold                                                                               2,738,649
 Total assets                                                                                          203,620,195
Liabilities:
Payable for investments purchased                                                   $  5,039,722
Payable for shares redeemed                                                               88,075
Income distribution payable                                                              397,898
Payable to Bank                                                                        1,806,091
Accrued expenses                                                                          19,164
 Total liabilities                                                                                       7,350,950
Net Assets for 19,071,112 shares outstanding                                                          $196,269,245
Net Assets Consist of:
Paid in capital                                                                                       $197,490,288
Net unrealized appreciation of investments                                                               2,807,156
Accumulated net realized loss on investments                                                            (4,031,116)
Distributions in excess of net investment income                                                             2,917
 Total Net Assets                                                                                     $196,269,245
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
Institutional Shares:
$184,902,660 O 17,966,645 shares outstanding                                                                $10.29
Institutional Service Shares:
$11,366,585 O 1,104,467 shares outstanding                                                                  $10.29
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    


                            STATEMENT OF OPERATIONS
   
                     FEDERATED SHORT-TERM MUNICIPAL TRUST
                           YEAR ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
Investment Income:
<S>                                                                   <C>                 <C>              <C>
Interest                                                                                                    $9,497,280
Expenses:
Investment advisory fee                                                                    $  799,123
Administrative personnel and services fee                                                     155,000
Custodian fees                                                                                 13,841
Transfer and dividend disbursing agent fees and expenses                                       48,912
Directors'/Trustees' fees                                                                      14,053
Auditing fees                                                                                  13,798
Legal fees                                                                                      5,599
Portfolio accounting fees                                                                      75,790
Distribution services fee--Institutional Service Shares                                        22,281
Shareholder services fee--Institutional Shares                                                477,166
Shareholder services fee--Institutional Service Shares                                         22,281
Share registration costs                                                                       35,940
Printing and postage                                                                           21,765
Insurance premiums                                                                              3,941
Taxes                                                                                              75
Miscellaneous                                                                                   3,275
 Total expenses                                                                             1,712,840
Waivers --
 Waiver of investment advisory fee                                    $ (256,084)
 Waiver of distribution services fee--Institutional Service Shares       (21,390)
 Waiver of shareholder services fee--Institutional Shares               (477,166)
 Waiver of shareholder services fee--Institutional Service Shares           (891)
   Total waivers                                                                             (755,531)
     Net expenses                                                                                            957,309
      Net investment income                                                                                8,539,971
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain on investments                                                                             202,730
Net change in unrealized appreciation of investments                                                         561,167
 Net realized and unrealized gain on investments                                                             763,897
   Change in net assets resulting from operations                                                         $9,303,868
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    

                       STATEMENT OF CHANGES IN NET ASSETS
   
                      Federated Short-Term Municipal Trust

<TABLE>
<CAPTION>
                                                                                              Year Ended June 30,
                                                                                              1998            1997
<S>                                                                                      <C>             <C>
Increase (Decrease) in Net Assets:
Operations--
Net investment income                                                                    $   8,539,971   $   9,299,278
Net realized gain (loss) on investments ($8,804 net gain and $170,193 net loss,
respectively, as computed for federal tax purposes)                                            202,730        (188,131)
Net change in unrealized appreciation                                                          561,167         403,659
 Change in net assets resulting from operations                                              9,303,868       9,514,806
Distributions to Shareholders--
Distributions from net investment income
 Institutional Shares                                                                       (8,174,344)     (8,989,909)
 Institutional Service Shares                                                                 (360,458)       (311,621)
   Change in net assets resulting from distributions to shareholders                        (8,534,802)     (9,301,530)
Share Transactions--
Proceeds from sale of shares                                                                83,677,957     120,094,181
Net asset value of shares issued to shareholders in payment of distributions declared        3,608,608       3,735,821
Cost of shares redeemed                                                                   (108,712,902)   (102,793,046)
 Change in net assets resulting from share transactions                                    (21,426,337)     21,036,956
   Change in net assets                                                                    (20,657,271)     21,250,232
Net Assets:
Beginning of period                                                                        216,926,516     195,676,284
End of period (including undistributed net investment
income of $2,917 and $0, respectively)                                                   $ 196,269,245   $ 216,926,516
</TABLE>
(See Notes which are an integral part of the Financial Statements)
    


                         NOTES TO FINANCIAL STATEMENTS
   
                      FEDERATED SHORT-TERM MUNICIPAL TRUST
                                 JUNE 30, 1998

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.

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.

Income and capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting principles.
These differences are primarily due to expired capital loss carryforwards. The
following reclassification has been made to the financial statements.

        Increase (Decrease)
                   Accumulated Net
Paid In Capital  Realized Gain (Loss)
 ($1,720,574)         $1,720,574

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, 1998, the Trust, for federal tax purposes, had a capital loss
carryforward of $4,030,794 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
<S>                              <C>
1999                               $   11,866
2001                               $   62,121
2003                               $1,189,491
2004                               $2,597,123
2005                               $  170,193

When-Issued and Delayed Delivery Transactions
</TABLE>

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.

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,
                                                                                  1998                  1997
                    Institutional Shares                          Shares         Amount        Shares        Amount
<S>                                                            <C>           <C>             <C>          <C>
Shares sold                                                      7,381,068   $  75,983,944   11,082,005   $113,726,010
Shares issued to shareholders in payment of
distributions declared                                             328,092       3,376,837      338,791      3,476,789
Shares redeemed                                                (10,235,034)   (105,370,170)  (9,428,681)   (96,745,509)
 Net change resulting from Institutional share transactions     (2,525,874)  $ (26,009,389)   1,992,115   $ 20,457,290

                                                                                 Year Ended June 30,
                                                                                      1998                        1997
Institutional Service Shares                                     Shares         Amount         Shares        Amount
Shares sold                                                        747,794   $   7,694,013      619,285   $  6,368,171
Shares issued to shareholders in payment of
distributions declared                                              22,517         231,771       25,233        259,032
Shares redeemed                                                   (324,766)     (3,342,732)    (591,876)    (6,047,537)
 Net change resulting from Institutional Service share
 transactions                                                      445,545   $   4,583,052       52,642   $    579,666
  Net change resulting from share transactions                  (2,080,329)  $ (21,426,337)   2,044,757   $ 21,036,956
</TABLE>


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)
exceed 0.45% of average daily net assets of the Trust.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Trust with administrative personnel and services. The
fee paid to FServ is based on the level of average aggregate daily net assets of
all funds advised by subsidiaries of Federated Investors, Inc. 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 of 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 average daily 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. FSS may
voluntarily choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Trust. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

Portfolio Accounting Fees

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

General

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

Year 2000 (unaudited)

Similar to other financial organizations, the Trust could be adversely affected
if the computer systems used by the Trust's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Trust's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Trust's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Trust.

Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the
period ended June 30, 1998, were as follows:

Purchases         $64,894,259
Sales             $93,851,888

                   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, 1998, 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 12 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, 1998, by corespndence 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, 1998, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
July 31, 1998

                                        [LOGO]
                                        Federated Short-Term
                                        Municipal Trust
Institutional Service Shares

Federated Securities Corp., Distributor

1-800-341-7400

www.federatedinvestors.com


                                        Prospectus
                                        August 31, 1998

                                        A No-Load, Open-End, Diversified
                                        Management Investment Company

Federated Short-Term
Municipal Trust
Institutional Service Shares
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Distributor
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Investment Adviser
Federated Management
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

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



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

Independent Public
Accountants
Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, PA 15222


Cusip 313907206
8072507A-SS (8/98)
    


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; (7) (iii) Copy of
              Amendment No. 5 to the By-Laws; (16) (iv) Copy of
              Amendment No. 6 to the By-Laws; (16) (v) Copy of
              Amendment No. 7 to the By-Laws; (16) (vi) Copy of
              Amendment No. 8 to the By-Laws; (16)
        (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 of the 
                    Registrant; (11)
              (ii)  The Registrant hereby incorporates the    conformed copy of 
                    the specimen Mutual     Funds Sales and Service Agreement;
                    Mutual ...........Funds Service Agreement; and Plan 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;
- ----------------
+     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)

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 34 on Form N-1A filed June 30, 1998.  (File Nos.  2-72277 and
     811-3181)



<PAGE>


   (8)   Conformed Copy of the Custodian Agreement of the Registrant; (11)
         (i)   Conformed Copy of Domestic Custody Fee Schedule; (16)
   (9)   (i) Conformed Copy of Amended and Restated Agreement for
         Fund Accounting Services, Administrative Services,
         Transfer Agency Services, and Custody Services
         Procurement; + (ii) The responses described in Item 24
         (b)(6)(ii) 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) (iv)
         Conformed Copy of Amended and Restated Shareholder
         Services Agreement; (16)
   (10)  Copy of Opinion and Consent of Counsel as to the legality of shares
           being registered; (2)
   (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; (15)

Item 25.    Persons Controlled by or Under Common Control with
            Registrant:
            None

- ---------------------------
+     All exhibits have been filed electronically.

2.   Response  is  incorporated  by  reference  to  Registrant's   Pre-Effective
     Amendment No. 1 on Form N-1A filed August 4, 1981.  (File Nos.  2-72277 and
     811-3181)

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)

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)

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)

15.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 33 on Form N-1A filed August 25, 1997. (File Nos. 2-72277 and
     811-3181)

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 34 on Form N-1A filed June 30, 1998.  (File Nos.  2-72277 and
     811-3181)


<PAGE>


Item 26.    Number of Holders of Securities:

                              Number of Record Holders
            Title of Class      as of August 7, 1998

            Shares of Beneficial Interest
            (no par value)
            Institutional Shares                1,300
            Institutional Service Shares        187

Item 27.    Indemnification:  (10)

Item 28. Business and Other Connections of Investment Adviser:

(a) For a description of the other business of the investment adviser, see the
section entitled "Trust Information - Management of the Trust" in Part A. The
affiliations with the Registrant of four of the Trustees and one of the Officers
of the investment adviser are included in Part B of this Registration Statement
under "Federated Short-Term Municipal 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:

Executive Vice Presidents:    William D. Dawson, III
                              Henry A. Frantzen
                              J. Thomas Madden

Senior Vice Presidents:       Joseph M. Balestrino
                              Drew J. Collins
                              Jonathan C. Conley
                              Deborah A. Cunningham
                              Mark E. Durbiano
                              Sandra L. McInerney
                              J. Alan Minteer
                              Susan M. Nason
                              Mary Jo Ochson
                              Robert J. Ostrowski

Vice Presidents:        Todd A. Abraham
                        J. Scott Albrecht
                        Randall S. Bauer
                        David A. Briggs
                        Micheal W. Casey
                        Kenneth J. Cody
                        Alexandre de Bethmann
                        Michael P. Donnelly
                        Linda A. Duessel
                        Donald T. Ellenberger
                        Kathleen M. Foody-Malus
                        Thomas M. Franks
                        Edward C. Gonzales
                        James E. Grefenstette
                        Susan R. Hill
                        Stephen A. Keen
                        Robert K. Kinsey
                        Robert M. Kowit

10.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 15 on Form N-1A filed August 26, 1994. (File Nos. 2-72277 and
     811-3181)


<PAGE>


                        Jeff A. Kozemchak
                        Steven Lehman
                        Marian R. Marinack
                        Charles A. Ritter
                        Scott B. Schermerhorn
                        Frank Semack
                        Aash M. Shah
                        Christopher Smith
                        William F. Stotz
                        Tracy P. Stouffer
                        Edward J. Tiedge
                        Paige M. Wilhelm
                        Jolanta M. Wysocka

Assistant Vice Presidents:
                        Stefanie L. Bachhuber
                        Arthur J. Barry
                        Robert E. Cauley
                        Lee R. Cunningham, II
                        Paul S. Drotch
                        Salvatore A. Esposito
                        Donna M. Fabiano
                        John T. Gentry
                        William R. Jamison
                        Constantine Kartsonsas
                        Natalie F. Metz
                        Joseph M. Natoli
                        Keith J. Sabol
                        John Sheehy
                        Michael W. Sirianni
                        Gregg S. Tenser
                        Leonardo A. Vila
                        Lori A. Wolff

Secretary:              Stephen A. Keen

Treasurer:              Thomas R. Donahue

Assistant Secretaries:  Thomas R. Donahue
                        Richard B. Fisher
                        Christine I. McGonigle

Assistant Treasurer:    Richard B. Fisher

The business address of each of the Officers of the investment adviser is
Federated Investors Tower, Pittsburgh, Pennsylvania 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.


<PAGE>



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; 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 Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Investment Portfolios; Federated Investment Trust; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty U.S. Government Money Market Trust; Liquid Cash Trust; Managed
Series Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds; Regions
Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds; Star Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The Virtus
Funds; The Wachovia Funds; The Wachovia Municipal 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.



<PAGE>


            (b)

         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 Business Address                With Distributor             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 Vice         Executive Vice
Federated Investors Tower     President, Federated,            President
Pittsburgh, PA 15222-3779     Securities Corp.

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

James F. Getz                 President-Broker/Dealer,             --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

David M. Taylor               Executive Vice President             --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Laura M. Deger                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
         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 Business Address                With Distributor             With Registrant

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

Ernest G. Anderson            Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk            Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

David J. Callahan             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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



<PAGE>


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

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

Marc C. Danile                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Doyle              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

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

John K. Goettlicher           Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Raymond Hanley                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bruce E. Hastings             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth A. Hetzel                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Brian G. Kelly                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779


<PAGE>


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

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

Michael W. Koenig             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael R. Manning            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

Alec H. Neilly                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas A. Peters III          Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Richard A. Recker             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 Rogers                   Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian S. Ronayne              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck          Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779



<PAGE>


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

Edward L. Smith               Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

John A. Staley                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Colin B. Starks               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

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

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

Miles J. Wallace              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

John F. Wallin                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward J. Wojnarowski         Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward R. Bozek               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Terri E. Bush                 Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth C. Dell                  Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779


<PAGE>


         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 Business Address                With Distributor             With Registrant
David L. Immonen              Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Renee L. Martin               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert M. Rossi               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Leslie K. Platt               Assistant Secretary,                 --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Item 30.    Location of Accounts and Records:

      Registrant                                Federated Investors Tower 
                                                1001 Liberty Avenue
                                                Pittsburgh, PA 15222-3779
      Federated Shareholder
      Services Company                          Federated Investors Tower     
      ("Transfer Agent, Dividend                1001 Liberty Avenue
      Disbursing Agent and                      Pittsburgh, PA 15222-3779
      Portfolio Recordkeeper")


      Federated Administrative Services         Federated Investors Tower     
      ("Administrator")                         1001 Liberty Avenue
      ---------------------------------
                                                Pittsburgh, PA 15222-3779


      Federated Management                      Federated Investors Tower
      ("Adviser")                               1001 Liberty Avenue
                                                Pittsburgh, PA 15222-3779


      State Street Bank and Trust Company       P.O. Box 8600
      ("Custodian")                             Boston, MA 02266-8600
 
Item 31.                                  Management Services:  Not applicable.

Item 32.    Undertakings:

            Registrant hereby undertakes to 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.


<PAGE>


                                   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 requirement 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, 1998.

                      FEDERATED SHORT-TERM MUNICIPAL TRUST
                  BY: /s/ Matthew S. Hardin
                  Matthew S. Hardin, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  August 26, 1998

    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/ Matthew S. Hardin
    Matthew S. Hardin             Attorney In Fact          August 26, 1998
    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*                Secretary, 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

John E. Murray, Jr.               Trustee

Wesley W. Posvar*                 Trustee

Marjorie P. Smuts*                Trustee

* By Power of Attorney




                                                    Exhibit 9(i) under Form N-1A
                                               Exhibt 23 under Item 601/Reg. S-K

                               AMENDED & RESTATED
                                    AGREEMENT
                                       for
                            FUND ACCOUNTING SERVICES,
                            ADMINISTRATIVE SERVICES,
                            TRANSFER AGENCY SERVICES
                                       and
                          CUSTODY SERVICES PROCUREMENT

   AGREEMENT made as of March 1, 1996, and amended and restated as of September
1, 1997, 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; 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 Two,
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)   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; 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 faclities and procedures
              for safekeeping of check forms and facsimile signature imprinting
              devices, if any; and for the preparation or use, and for keeping
              account of, such forms and devices.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Three,
shall hereafter be referred to as "Transfer Agency Services."



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.

   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)  Printed  documentation  from  the  recordkeeping  system  representing
          outstanding Share certificates of the Investment Company or the Funds;

     (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)  Such other  certifications,  documents  or opinions  which the Company
          may, in its  discretion,  deem  necessary or appropriate in the proper
          performance of its duties; and

     (6)  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 September 1, 1997, 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
                                          Name:  S. Elliott Cohan
                                          Title:  Assistant Secretary

                                          FEDERATED SERVICES COMPANY

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




                                                      Exhibit 11 under Form N-1A
                                              Exhibit 23 under Item 601/Reg. S-K


                               ARTHUR ANDERSEN LLP





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 35 to Form N-1A Registration Statement of Federated
Short-Term Municipal Trust of our report date July 31, 1998, on the financial
statements of Federated Short-Term Municipal Trust as of June 30, 1998, included
in or made a part of this registration statement.

                                                         /s/ ARTHUR ANDERSEN LLP
                                                             ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
  August 24, 1998



<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-30-1998
<PERIOD-END>                   Jun-30-1998
<INVESTMENTS-AT-COST>          195,634,173
<INVESTMENTS-AT-VALUE>         198,441,329
<RECEIVABLES>                  5,178,866
<ASSETS-OTHER>                 0
<OTHER-ITEMS-ASSETS>           0
<TOTAL-ASSETS>                 203,620,195
<PAYABLE-FOR-SECURITIES>       5,039,722
<SENIOR-LONG-TERM-DEBT>        0
<OTHER-ITEMS-LIABILITIES>      2,311,228
<TOTAL-LIABILITIES>            7,350,950
<SENIOR-EQUITY>                0
<PAID-IN-CAPITAL-COMMON>       197,490,288
<SHARES-COMMON-STOCK>          17,966,645
<SHARES-COMMON-PRIOR>          20,492,519
<ACCUMULATED-NII-CURRENT>      0
<OVERDISTRIBUTION-NII>         2,917
<ACCUMULATED-NET-GAINS>        (4,031,116)
<OVERDISTRIBUTION-GAINS>       0
<ACCUM-APPREC-OR-DEPREC>       2,807,156
<NET-ASSETS>                   184,902,660
<DIVIDEND-INCOME>              0
<INTEREST-INCOME>              9,497,280
<OTHER-INCOME>                 0
<EXPENSES-NET>                 957,309
<NET-INVESTMENT-INCOME>        8,539,971
<REALIZED-GAINS-CURRENT>       202,730
<APPREC-INCREASE-CURRENT>      561,167
<NET-CHANGE-FROM-OPS>          9,303,868
<EQUALIZATION>                 0
<DISTRIBUTIONS-OF-INCOME>      8,174,344
<DISTRIBUTIONS-OF-GAINS>       0
<DISTRIBUTIONS-OTHER>          0
<NUMBER-OF-SHARES-SOLD>        7,381,068
<NUMBER-OF-SHARES-REDEEMED>    10,235,034
<SHARES-REINVESTED>            328,092
<NET-CHANGE-IN-ASSETS>         (20,657,271)
<ACCUMULATED-NII-PRIOR>        0
<ACCUMULATED-GAINS-PRIOR>      (5,954,420)
<OVERDISTRIB-NII-PRIOR>        (2,252)
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>          799,123
<INTEREST-EXPENSE>             0
<GROSS-EXPENSE>                1,712,840
<AVERAGE-NET-ASSETS>           199,753,963
<PER-SHARE-NAV-BEGIN>          10.260
<PER-SHARE-NII>                0.440
<PER-SHARE-GAIN-APPREC>        0.030
<PER-SHARE-DIVIDEND>           0.440
<PER-SHARE-DISTRIBUTIONS>      0.000
<RETURNS-OF-CAPITAL>           0.000
<PER-SHARE-NAV-END>            10.290
<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-30-1998
<PERIOD-END>                   Jun-30-1998
<INVESTMENTS-AT-COST>          195,634,173
<INVESTMENTS-AT-VALUE>         198,441,329
<RECEIVABLES>                  5,178,866
<ASSETS-OTHER>                 0
<OTHER-ITEMS-ASSETS>           0
<TOTAL-ASSETS>                 203,620,195
<PAYABLE-FOR-SECURITIES>       5,039,722
<SENIOR-LONG-TERM-DEBT>        0
<OTHER-ITEMS-LIABILITIES>      2,311,228
<TOTAL-LIABILITIES>            7,350,950
<SENIOR-EQUITY>                0
<PAID-IN-CAPITAL-COMMON>       197,490,288
<SHARES-COMMON-STOCK>          1,104,467
<SHARES-COMMON-PRIOR>          658,922
<ACCUMULATED-NII-CURRENT>      0
<OVERDISTRIBUTION-NII>         2,917
<ACCUMULATED-NET-GAINS>        (4,031,116)
<OVERDISTRIBUTION-GAINS>       0
<ACCUM-APPREC-OR-DEPREC>       2,807,156
<NET-ASSETS>                   11,366,585
<DIVIDEND-INCOME>              0
<INTEREST-INCOME>              9,497,280
<OTHER-INCOME>                 0
<EXPENSES-NET>                 957,309
<NET-INVESTMENT-INCOME>        8,539,971
<REALIZED-GAINS-CURRENT>       202,730
<APPREC-INCREASE-CURRENT>      561,167
<NET-CHANGE-FROM-OPS>          9,303,868
<EQUALIZATION>                 0
<DISTRIBUTIONS-OF-INCOME>      360,458
<DISTRIBUTIONS-OF-GAINS>       0
<DISTRIBUTIONS-OTHER>          0
<NUMBER-OF-SHARES-SOLD>        747,794
<NUMBER-OF-SHARES-REDEEMED>    324,766
<SHARES-REINVESTED>            22,517
<NET-CHANGE-IN-ASSETS>         (20,657,271)
<ACCUMULATED-NII-PRIOR>        0
<ACCUMULATED-GAINS-PRIOR>      (5,954,420)
<OVERDISTRIB-NII-PRIOR>        (2,252)
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>          799,123
<INTEREST-EXPENSE>             0
<GROSS-EXPENSE>                1,712,840
<AVERAGE-NET-ASSETS>           199,753,963
<PER-SHARE-NAV-BEGIN>          10.260
<PER-SHARE-NII>                0.420
<PER-SHARE-GAIN-APPREC>        0.030
<PER-SHARE-DIVIDEND>           0.420
<PER-SHARE-DISTRIBUTIONS>      0.000
<RETURNS-OF-CAPITAL>           0.000
<PER-SHARE-NAV-END>            10.290
<EXPENSE-RATIO>                0.72
<AVG-DEBT-OUTSTANDING>         0
<AVG-DEBT-PER-SHARE>           0.000
        



</TABLE>


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