TAX FREE INSTRUMENTS TRUST
485B24E, 1995-05-15
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                                                   1933 Act File No. 2-75122
                                                   1940 Act File No. 811-3337

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   Pre-Effective Amendment No.

   Post-Effective Amendment No.   24                                  x

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.

                        TAX-FREE INSTRUMENTS TRUST
            (Exact Name of Registrant as Specified in Charter)

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

                              (412) 288-1900
                      (Registrant's Telephone Number)
          John W. McGonigle, Esquire, Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

 X  immediately upon filing pursuant to paragraph (b)
    on _________________ pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

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

 X  filed the Notice required by that Rule on May 15, 1995; or
    intends to file the Notice required by that Rule on or about
    ___________; or
    during the most recent fiscal year did not sell any securities pursuant
    to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant
    to Rule 24f-2(b)(2), need not file the Notice.

                                Copies to:

   Charles H. Morin, Esquire
   Dickstein, Shapiro & Morin
   2101 L Street, N.W.
   Washington, D.C.  20037

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


                                                  Proposed
Title of                            Proposed     Maximum
Securities         Amount           Maximum      Aggregate  Amount of
Being              Being          Offering Price  Offering  Registration
Registered        Registered        Per Unit       Price*      Fee

Shares of
Beneficial            422,480,134       $1.00       $422,480,134   $100.00
Interest
(no par value)



*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940.  The total amount of
securities redeemed during the previous fiscal year was 6,173,177,132.  The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was 5,750,696,998.  The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is
422,480,134.

                           CONTENTS OF AMENDMENT

   This Post-Effective Amendment No. 24 to the Registration Statement of
TAX-FREE INSTRUMENTS TRUST is comprised of the following papers and
documents:

      1. The facing sheet to register a definite
         number of shares of beneficial interest,
         no par value, of TAX-FREE INSTRUMENTS TRUST;

      2. The legal opinion of counsel for the Registrant, as
         to the legality of shares being offered; and as to
         the eligibility to become effective pursuant to
         Paragraph (b) of Rule 485; and

      3. Signature page.
                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TAX-FREE INSTRUMENTS TRUST,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania on the 15th day of May, 1995.
                                     
                        TAX-FREE INSTRUMENTS TRUST

            BY:   /s/Charles H. Field
               Charles H. Field, Assistant Secretary
               Attorney in Fact for John F. Donahue
               May 15, 1995


   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/Charles H. Field
   Charles H. Field              Attorney In Fact        May 15, 1995
   Assistant Secretary           For the Persons
                                 Listed Below

    NAME                         TITLE

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

Glen R. Johnson*                 President

Edward C. Gonzales*              Vice President and Treasurer
                                 (Principal Financial and
                                 Accounting Officer)

Edward L. Flaherty, Jr.*         Trustee

Gregor F. Meyer*                 Trustee

Marjorie P. Smuts*               Trustee

William J. Copeland*             Trustee

James E. Dowd*                   Trustee

Lawrence D. Ellis, M.D.*         Trustee

Wesley W. Posvar*                Trustee

Peter E. Madden*                 Trustee

John T. Conroy, Jr.*             Trustee

* By Power of Attorney





   Federated Administrative
                Services

                                                   FEDERATED INVESTORS TOWER
                                                   PITTSBURGH, PA 15222-3779
                                                   412-288-1900
                                                   May 15, 1995



Tax-Free Instruments Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

      You have requested my opinion in connection with the registration by Tax-
Free Instruments Trust ("Trust") of an additional 422,480,134 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No. 24 to
the Trust's registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 (File No. 2-75122). The subject
Post-effective Amendment will be filed pursuant to Paragraph (b) of Rule 485
and become effective pursuant to said Rule immediately upon filing.

      As counsel I have participated in the preparation and filing of the
Trust's amended registration statement under the Securities Act of 1933
referred to above. Further, I have examined and am familiar with the
provisions of the Declaration of Trust dated November 17, 1981, ("Declaration
of Trust"), the Bylaws of the Trust and such other documents and records
deemed relevant. I have also reviewed questions of law and consulted with
counsel thereon as deemed necessary or appropriate by me for the purposes of
this opinion.

      On the basis of the foregoing, it is my opinion that:

      1.    The Trust is duly organized and validly existing under the laws of
the Commonwealth of Massachusetts.

      2.    The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly issued
from time to time in accordance with the Declaration of Trust upon receipt of
consideration sufficient to comply with the Declaration of Trust and subject
to compliance with the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and applicable state laws regulating the sale
of securities. Such Shares, when so issued, will be fully paid and non-
assessable by the Trust.

      I hereby consent to the filing of this opinion as a part of the Trust's
registration statement referred to above and as a part of any application or
registration statement filed under the securities laws of the States of the
United States.

States
States and the laws of the Commonwealth of Massachusetts, and I am expressing
no  opinion as to the effect of the laws of any other jurisdiction.

                                          Very truly yours,

                                          /s/ Charles H. Field
                                          Charles H. Field
                                          Fund Attorney


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   1                                              
     <NAME>                     Tax-Free Instruments Trust                     
                                Investment Shares                              
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Mar-31-1995                                    
<PERIOD-END>                    Mar-31-1995                                    
<INVESTMENTS-AT-COST>           1,628,554,028                                  
<INVESTMENTS-AT-VALUE>          1,628,554,028                                  
<RECEIVABLES>                   18,188,794                                     
<ASSETS-OTHER>                  17,407,536                                     
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  1,664,150,358                                  
<PAYABLE-FOR-SECURITIES>        14,282,301                                     
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       13,148,277                                     
<TOTAL-LIABILITIES>             27,430,578                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        1,637,702,680                                  
<SHARES-COMMON-STOCK>           1,278,600,232                                  
<SHARES-COMMON-PRIOR>           1,327,513,402                                  
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (982,900)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    1,277,893,996                                  
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               55,687,087                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  11,026,167                                     
<NET-INVESTMENT-INCOME>         44,660,920                                     
<REALIZED-GAINS-CURRENT>        (972,359)                                      
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           43,688,561                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       33,105,372                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         4,729,351,464                                  
<NUMBER-OF-SHARES-REDEEMED>     4,809,739,688                                  
<SHARES-REINVESTED>             31,475,054                                     
<NET-CHANGE-IN-ASSETS>          (81,239,423)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (10,542)                                       
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           8,274,688                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 13,878,925                                     
<AVERAGE-NET-ASSETS>            1,244,986,132                                  
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 70                                             
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   2                                              
     <NAME>                     Tax-Free Instruments Trust                     
                                Institutional Service Shares                   
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Mar-31-1995                                    
<PERIOD-END>                    Mar-31-1995                                    
<INVESTMENTS-AT-COST>           1,628,554,028                                  
<INVESTMENTS-AT-VALUE>          1,628,554,028                                  
<RECEIVABLES>                   18,188,794                                     
<ASSETS-OTHER>                  17,407,536                                     
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  1,664,150,358                                  
<PAYABLE-FOR-SECURITIES>        14,282,301                                     
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       13,148,277                                     
<TOTAL-LIABILITIES>             27,430,578                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        1,637,702,680                                  
<SHARES-COMMON-STOCK>           359,102,448                                    
<SHARES-COMMON-PRIOR>           390,456,343                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (982,900)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    358,825,784                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               55,687,087                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  11,026,167                                     
<NET-INVESTMENT-INCOME>         44,660,920                                     
<REALIZED-GAINS-CURRENT>        (972,359)                                      
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           43,688,561                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       11,555,548                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,330,613,895                                  
<NUMBER-OF-SHARES-REDEEMED>     1,363,437,444                                  
<SHARES-REINVESTED>             1,469,655                                      
<NET-CHANGE-IN-ASSETS>          (81,239,423)                                   
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (10,542)                                       
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           8,274,688                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 13,878,925                                     
<AVERAGE-NET-ASSETS>            1,244,986,132                                  
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 55                                             
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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