TAX FREE INSTRUMENTS TRUST
RW, 1994-12-01
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                        TAX-FREE INSTRUMENTS TRUST
                                     
                            Federated Investors
                         Federated Investors Tower
                    Pittsburgh, Pennsylvania 15222-3779

                              (412) 288-1900


                             December 1, 1994



EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC  20549

    RE:  TAX-FREE INSTRUMENTS TRUST
         1933 Act File No. 2-75122
         1940 Act File No. 811-3337



      On behalf of Tax-Free Instruments Trust (the "Trust"), I hereby
request the withdrawal of Form 12b-25, filed pursuant to Rule 12b-25 under
the Securities and Exchange Act of 1934, for the above-referenced Trust.

      The Form was filed with the Commission on November 30, 1994 and
accepted at 2:39 p.m.  The accession number for this filing was 0000867063-
94-000017.  This Form is being withdrawn because it was accepted with the
CIK Number of the previous filing.

      If you have any questions regarding this request for withdrawal,
please contact Audrey Radoycis at (412) 288-1401.


                                          Very truly yours,



                                          /s/ Audrey Radoyics
                                          Audrey Radoyics
                                          Document Services Supervisor

Enclosures

cc:   Thomas J. Donnelly, Esquire
      Matthew G. Maloney, Esquire
      Charles H. Morin, Esquire
      Linda L. Banas




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