TAX FREE INSTRUMENTS TRUST
485BPOS, 1997-05-22
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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        X

   Pre-Effective Amendment No.       .............

   Post-Effective Amendment No.   29  ............        X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   22   ..........................        X

                        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:

   immediately upon filing pursuant to paragraph (b).
- -
 X  on May 31, 1997, pursuant to paragraph (b).
    60 days after filing pursuant to paragraph (a)(i).
    on                 pursuant to paragraph (a)(i).
    75 days after filing pursuant to paragraph (a)(ii).
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------

If appropriate, check the following box:

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



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

 X  filed the Notice required by that Rule on   May 15, 1997         ;
                                              --            ---------
   or
    intends to file the Notice required by that Rule on or about
               ; or
   ------------
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.

                         Copies To:

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


                           CROSS-REFERENCE SHEET


   This Amendment to the Registration Statement of TAX-FREE INSTRUMENTS
TRUST which is comprised of two classes of shares: (1) Investment Shares
and (2) Institutional Service Shares, relates to both classes of shares and
is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-2) Cover Page.
Item 2.   Synopsis.................(1-2) Summary of Trust Expenses.
Item 3.   Condensed Financial
          Information..............(1) Financial Highlights-Investment
                                   Shares; (2) Financial Highlights-
                                   Institutional Service Shares; (1-2)
                                   Performance Information.
Item 4.   General Description of
          Registrant...............(1-2) General Information; (1-2)
                                   Investment Information; (1-2) Investment
                                   Objective; (1-2) Investment Policies;
                                   (1-2) Municipal Securities; (1-2)
                                   Investment Risks; (1-2) Investment
                                   Limitations; (1-2) Other Classes of
                                   Shares.
Item 5.   Management of the Fund...(1-2) Trust Information; (1-2)
                                   Management of the Trust; (1)
                                   Distribution of Investment Shares; (2)
                                   Distribution of Institutional Service
                                   Shares; (1-2) Administration of the
                                   Trust.
Item 6.   Capital Stock and Other
          Securities...............(1-2) Dividends; (1-2) Capital Gains;
                                   (1-2) Voting Rights; (1-2) Tax
                                   Information; (1-2) Federal Income Tax;
                                   (1-2) State and Local Taxes.
Item 7.   Purchase of Securities Being
          Offered..................(1-2) Net Asset Value; (1-2) How to
                                   Purchase Shares; (1) Exchange Privilege;
                                   (1) Making an Exchange; (1-2)
                                   Certificates and Confirmations.

Item 8.   Redemption or Repurchase.(1-2) How to Redeem Shares; (1) Special
                                   Redemption Features; (1-2) Accounts With
                                   Low Balances.

Item 9.   Pending Legal Proceedings     None.

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

Item 10.  Cover Page...............(1-2) Cover Page.
Item 11.  Table of Contents........(1-2) Table of Contents.
Item 12.  General Information and
          History..................Not applicable.
Item 13.  Investment Objectives and
          Policies.................(1-2) Investment Policies; (1-2)
                                   Investment Limitations.
Item 14.  Management of the Fund...(1-2) Tax-Free Instruments Trust
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities....(1-2) Share Ownership.
Item 16.  Investment Advisory and Other
          Services.................(1-2) Investment Advisory Services; (1-
                                   2) Other Services; (1-2) Shareholder
                                   Services.
Item 17.  Brokerage Allocation.....(1-2) Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities...............Not applicable.
Item 19.  Purchase, Redemption and Pricing
          of Securities Being Offered   (1-2) Determining Net Asset Value;
                                   (1-2) Redemption in Kind.
Item 20.  Tax Status...............(1-2) The Trust's Tax Status.
Item 21.  Underwriters.............Not applicable
Item 22.  Calculations of Yield Quotations
          of Money Market Funds....(1-2) Performance Information.
Item 23.  Financial Statements.....(1-2) Financial Statements. (Financial
                                   Statements are incorporated by reference
                                   to the Annual Report of Registrant dated
                                   March 31, 1996). (File No. 2-75122 and
                                   File No. 811-3337).




Tax-Free Instruments Trust

Investment Shares

PROSPECTUS

The Investment Shares of Tax-Free Instruments Trust (the "Trust") offered by
this prospectus represent interests in an open-end management investment
company (a mutual fund). The Trust invests in short-term municipal
securities to achieve current income exempt from all federal income tax
including the alternative minimum tax consistent with stability of
principal.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY 
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NO
INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL. THE TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO
DO SO.

This prospectus contains the information you should read and know before you
invest in the Trust. Keep this prospectus for future reference.
   
The Trust has also filed a Statement of Additional Information dated May 31,
1997, 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 your financial institution. 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 May 31, 1997
    
                             TABLE OF CONTENTS
   
<TABLE>
<S>                                                                           <C>
Summary of Trust Expenses                                        1
Financial Highlights -- Investment Shares                   2
General Information                                                     3
Investment Information                                                3
  Investment Objective                                                  3
  Investment Policies                                                     3
  Municipal Securities                                                   5
  Investment Risks                                                         5
  Investment Limitations                                               5
Trust Information                                                         5
  Management of the Trust                                           5
  Distribution of Investment Shares                              6
  Administration of the Trust                                        7
Net Asset Value                                                           7
How to Purchase Shares                                              7
  Purchasing Shares Through a
    Financial Institution                                                 7
  Purchasing Shares By Wire                                       7
  Purchasing Shares By Check                                     8
  Special Purchase Features                                         8
Exchange Privilege                                                      8
  Making an Exchange                                                 8
How to Redeem Shares                                                8
  Redeeming Shares Through a
    Financial Institutions                                                9
  Redeeming Shares By Telephone                               9
  Redeeming Shares By Mail                                        9
  Special Redemption Features                                     9
Account and Share Information                                 10
  Dividends                                                                 10
  Capital Gains                                                            10
  Certificates and Confirmations                                 10
  Accounts with Low Balances                                   10
  Voting Rights                                                           10
Tax Information                                                         10
  Federal Income Tax                                                 10
  State and Local Taxes                                              11
Other Classes of Shares                                             11
Performance Information                                           11
Addresses                                         Inside Back Cover
    
</TABLE>

   
                                          SUMMARY OF TRUST EXPENSES

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

</TABLE>

                         ANNUAL OPERATING EXPENSES
                (As a percentage of average net assets)
 Management Fee (after waiver)(1)                                  0.42%
 12b-1 Fee                                                         None
 Total Other Expenses                                              0.29%
   Shareholder Services Fee (after waiver)(2)                      0.15%
     Total Operating Expenses(3)                                   0.71%

    
(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

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

(3) The total operating expenses would have been 0.89% absent the voluntary
    waivers of portions of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Investment Shares of the
Trust will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Trust Information."
Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

 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                                 $88
     
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 -- INVESTMENT SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
The following table has been audited by Arthur Andersen LLP, the Trust's
independent public accountants. Their report, dated April 24, 1997, on the
Trust's financial statements for the year ended March 31, 1997, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated herein by reference. This table should be read
in conjunction with the Trust's financial statements and notes thereto,
which may be obtained free of charge from the Trust.
<TABLE>
<CAPTION>

                                                              YEAR ENDED MARCH 31,
                                                 1997        1996           1995           1994            1993
 <S>                                          <C>         <C>            <C>            <C>             <C>
 NET ASSET VALUE,
 BEGINNING OF PERIOD  $ 1.00      $ 1.00          $ 1.00         $ 1.00           $ 1.00
 INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income           0.03          0.03            0.03             0.02              0.02
 LESS DISTRIBUTIONS
 Distributions from net
 investment income                (0.03)        (0.03)         (0.03)          (0.02)           (0.02)
 NET ASSET VALUE,
 END OF PERIOD                $ 1.00      $ 1.00         $ 1.00          $ 1.00           $ 1.00
 TOTAL RETURN(A)            2.92%       3.32%        2.70%          2.01%         2.42%
 RATIOS TO AVERAGE
 NET ASSETS
 Expenses                                0.71%       0.71%        0.70%          0.61%         0.55%
 Net investment income          2.88%       3.27%         2.66%          2.00%         2.38%
 Expense                                 0.18%       0.24%         0.17%          0.14%         0.10%
 waiver/reimbursement(b)
 SUPPLEMENTAL DATA
 Net assets, end of
 period (000 omitted)     $1,506,918  $1,465,333  $1,277,894  $1,327,506  $1,619,531
</TABLE>

<TABLE>
<CAPTION>

                                                                     YEAR ENDED MARCH 31,
                                               1992         1991           1990            1989             1988
 <S>                                        <C>          <C>            <C>             <C>              <C>
 NET ASSET VALUE,
 BEGINNING OF PERIOD  $ 1.00      $ 1.00          $ 1.00         $ 1.00           $ 1.00
 INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income          0.04           0.05             0.06            0.05              0.04
 LESS DISTRIBUTIONS
 Distributions from net
 investment income              (0.04)          (0.05)          (0.06)          (0.05)           (0.04)
 NET ASSET VALUE,
 END OF PERIOD             $ 1.00         $ 1.00          $ 1.00           $ 1.00           $ 1.00
 TOTAL RETURN(A)         3.84%         5.40%          5.88%          5.28%          4.29%
 RATIOS TO AVERAGE
 NET ASSETS
 Expenses                            0.55%          0.55%          0.55%          0.55%          0.55%
 Net investment income       3.73%          5.25%          5.73%          5.14%          4.19%
 Expense                              0.11%          0.12%           0.11%          0.08%          0.06%
 waiver/reimbursement(b)
 SUPPLEMENTAL DATA
 Net assets, end of
 period (000 omitted)     $1,440,970   $1,214,045   $1,142,022   $1,313,391   $1,552,460
</TABLE>


(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

FURTHER INFORMATION ABOUT THE TRUST'S PERFORMANCE IS CONTAINED IN THE
TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 31, 1997, WHICH CAN BE
OBTAINED FREE OF CHARGE.
    
                            GENERAL INFORMATION
   
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated November 17, 1981. The shares in any one
portfolio may be offered in separate classes. With respect to this Trust, as
of the date of this prospectus, the Board of Trustees has established two
classes of shares known as Investment Shares and Institutional Service
Shares. This prospectus relates only to Investment Shares of the Trust,
which are designed primarily for individuals as a convenient means of
accumulating an interest in a professionally managed portfolio investing
primarily in short-term municipal securities. The Trust may not be a
suitable investment for retirement plans because it invests in municipal
securities. A minimum initial investment of $500 is required.
    
The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price. However, a contingent deferred
sales charge may be imposed under certain circumstances.

                           INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
   
The investment objective of the Trust is current income exempt from federal
income tax consistent with stability of principal. Federal income tax
includes the alternative minimum tax. While there is no assurance that the
Trust will achieve its investment objective, it endeavors to do so by
complying with the diversification and other requirements of Rule 2a-7 under
the Investment Company Act of 1940 which regulates money market mutual funds
and by following the investment policies described in this prospectus. The
investment objective and the policies and limitations described below cannot
be changed without approval of shareholders, unless indicated otherwise.
    
INVESTMENT POLICIES

The Trust pursues its investment objective by investing in a portfolio of
municipal securities maturing in thirteen months or less. At least 80% of
the Trust's annual interest income will be exempt from federal income tax.
However, the interest from certain municipal securities is subject to the
federal alternative minimum tax, and up to 20% of the Trust's income may be
derived from such securities. As a matter of operating policy, the Trust
will limit the average maturity of its portfolio to 90 days or less, in
order to meet regulatory requirements.

ACCEPTABLE INVESTMENTS

The Trust invests primarily in debt obligations issued by or on behalf of
states, territories, and possessions of the United States, including the
District of Columbia, and any political subdivision or financing authority
of any of these, the income from which is, in the opinion of qualified legal
counsel, exempt from all federal income tax including the alternative
minimum tax ("Municipal Securities"). Examples of Municipal Securities
include, but are not limited to:

* tax and revenue anticipation notes ("TRANs") issued to finance working
  capital needs in anticipation of receiving taxes or other revenues;

* bond anticipation notes ("BANs") that are intended to be refinanced
  through a later issuance of longer-term bonds;

* municipal commercial paper and other short-term notes;

* variable rate demand notes;

* municipal bonds (including bonds having serial maturities and pre-refunded
  bonds) and leases; and

* participation, trust, and partnership interests in any of the foregoing
  obligations.

VARIABLE RATE DEMAND NOTES

Variable rate demand notes are long-term debt instruments that have variable
or floating interest rates and provide the Trust with the right to tender
the security for repurchase at its stated principal amount plus accrued
interest. Such securities typically bear interest at a rate that is intended
to cause the securities to trade at par. The interest rate may float or be
adjusted at regular intervals (ranging from daily to annually), and is
normally based on a published interest rate or interest rate index. Most
variable rate demand notes allow the Trust to demand the repurchase of the
security on not more than seven days prior notice. Other notes only permit
the Trust to tender the security at the time of each interest rate
adjustment or at other fixed intervals. See "Demand Features." The Trust
treats variable rate demand notes as maturing on the later of the date of
the next interest rate adjustment or the date on which the Trust may next
tender the security for repurchase.

PARTICIPATION INTERESTS

The Trust may purchase interests in Municipal Securities from financial
institutions such as commercial and investment banks, savings associations,
and insurance companies. These interests may take the form of
participations, beneficial interests in a trust, partnership interests or
any other form of indirect ownership that allows the Trust to treat the
income from the investment as exempt from federal income tax. The Trust
invests in these participation interests in order to obtain credit
enhancement or demand features that would not be available through direct
ownership of the underlying Municipal Securities.

MUNICIPAL LEASES

Municipal leases are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. They may
take the form of a lease, an installment purchase contract, a conditional
sales contract, or a participation interest in any of the above. Lease
obligations may be subject to periodic appropriation. Municipal leases are
subject to certain specific risks in the event of default or failure of
appropriation.

REPURCHASE AGREEMENTS

Certain securities in which the Trust invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which
banks, broker/ dealers, and other recognized financial institutions sell
securities to the Trust and agree at the time of sale to repurchase them at
a mutually agreed upon time and price. To the extent that the seller does
not repurchase the securities from the Trust, the Trust could receive less
than the repurchase price on any sale of such securities.

CREDIT ENHANCEMENT
   
Certain of the Trust's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership,
default, or change in the credit quality of the party providing the credit
enhancement will adversely affect the quality and marketability of the
underlying security and could cause losses to the Trust and affect its share
price. The Trust may have more than 25% of its total assets invested in
securities credit-enhanced by banks.
    
DEMAND FEATURES

The Trust may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Trust. The demand feature may
be issued by the issuer of the underlying securities, a dealer in the
securities, or by another third party, and may not be transferred separately
from the underlying security. The Trust uses these arrangements to provide
the Trust with liquidity and not to protect against changes in the market
value of the underlying securities. The bankruptcy, receivership, or default
by the issuer of the demand feature, or a default on the underlying security
or other event that terminates the demand feature before its exercise, will
adversely affect the liquidity of the underlying security. Demand features
that are exercisable even after a payment default on the underlying security
may be treated as a form of credit enhancement.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Trust may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which the Trust purchases
securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Trust to miss
a price or yield considered to be advantageous. Settlement dates may be a
month or more after entering into these transactions, and the market values
of the securities purchased may vary from the purchase prices.
   
    
The Trust may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Trust may enter into
transactions to sell its purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase
similar securities at later dates. The Trust may realize short-term profits
or losses upon the sale of such commitments.

TEMPORARY INVESTMENTS
   
From time to time, when the investment adviser determines that market
conditions call for a temporary defensive posture, the Trust may invest in
tax-exempt or taxable securities, all of comparable quality to other
securities in which the Trust invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; obligations issued or guaranteed
by the U.S. government, its agencies, or instrumentalities; instruments
issued by a U.S. branch of a domestic bank or other deposit institutions
having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment; repurchase agreements (arrangements in which the
organization selling the Trust a temporary investment agrees at the time of
sale to repurchase it at a mutually agreed upon time and price); and prime
commercial paper rated A-1 by Standard and Poor's Ratings Group, Prime-1 by
Moody's Investors Services, Inc., or F-1 by Fitch Investors Service Inc.
Although, the Trust is permitted to make taxable, temporary investments,
there is no current intention to do so.
    
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 short-term municipal note market and of the
municipal bond market; 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
credit enhancers of either, to meet their obligations for the payment of
interest and principal when due. In addition, from time to time, the supply
of Municipal Securities acceptable for purchase by the Trust could become
limited.

The Trust may invest in Municipal Securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in
these Municipal Securities could involve an increased risk to the Trust
should any of these related projects or facilities experience financial
difficulties.
   
Obligations of issuers of Municipal Securities are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies
of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the
possibility that, as a result of litigation or other conditions, the power
or ability of any issuer to pay, when due, the principal of and interest on
its municipal securities may be materially affected. The Fund's
concentration in Municipal Securities may entail a greater level of risk
than other types of money market funds.
    
INVESTMENT LIMITATIONS

The Trust will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Trust sells a money market instrument
for a percentage of its cash value with an agreement to buy it back on a set
date) 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 total assets to secure such borrowings.

The Trust will not invest more than 10% of the value of its total assets in
illiquid securities, including repurchase agreements maturing in more than
seven days.

                                         TRUST INFORMATION

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The Trust is managed by a Board of Trustees. The Trustees are responsible
for managing the Trust's business affairs and for exercising all the Trust's
powers except those reserved for the shareholders. An Executive Committee of
the Board of Trustees handles the Board's responsibilities between meetings
of the Board.

INVESTMENT ADVISER

Investment decisions for the Trust are made by Federated Management, the
Trust's investment adviser, subject to direction by the Trustees. The
adviser continually conducts investment research and supervision for the
Trust and is responsible for the purchase and sale of portfolio instruments.

ADVISORY FEES
   
The adviser receives an annual investment advisory fee equal to 0.50% of the
Trust's average daily net assets. The adviser may voluntarily choose to
waive a portion of its fee or reimburse other expenses of the Trust, but
reserves the right to terminate such waiver or reimbursement at any time at
its sole discretion.
    
ADVISER'S BACKGROUND

Federated Management, a Delaware business trust, organized on April 11,
1989, is a registered investment adviser under the Investment Advisers Act
of 1940. It is a subsidiary of Federated Investors. All of the Class A
(voting) shares of Federated Investors are owned by a trust, the trustees of
which are John F. Donahue, Chairman and Trustee of Federated Investors, Mr.
Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who is
President and Trustee of Federated Investors.
   
Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to
a number of investment companies. With over $110 billion invested across
more than 300 funds under management and/or administration by its
subsidiaries, as of December 31, 1996, Federated Investors 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
4,500 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 interests. Among other things, the codes: require
preclearance and periodic reporting of personal securities transactions;
prohibit personal transactions in securities being purchased or sold, or
being considered for purchase or sale, by the Trust; prohibit purchasing
securities in initial public offerings; and prohibit taking profits on
securities held for less than sixty days. Violations of the codes are
subject to review by the Trustees, and could result in severe penalties.

DISTRIBUTION OF INVESTMENT SHARES

Federated Securities Corp. is the principal distributor for Investment
Shares of the Trust. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment
companies. Federated Securities Corp. is a subsidiary of Federated
Investors.
   
    
SHAREHOLDER SERVICES

The Trust has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, under which the
Trust may make payments up to 0.25% of the average daily net assets of the
Investment Shares, computed at an annual rate, to obtain certain personal
services for shareholders and to provide the maintenance of shareholder
accounts. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services
will either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will
be determined from time to time by the Trust and Federated Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Trust at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors as specified below:
   
                                       AVERAGE AGGREGATE
 MAXIMUM FEE              DAILY NET ASSETS
    0.15%                         on the first $250 million
    0.125%                       on the next $250 million
    0.10%                         on the next $250 million
    0.075%               on assets in excess of $750 million
    
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its
fee.

                                       NET ASSET VALUE

The Trust attempts to stabilize the net asset value of shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per share is determined by subtracting liabilities attributable
to Investment Shares from the value of Trust assets attributable to
Investment Shares, and dividing the remainder by the number of shares
outstanding. The Trust cannot guarantee that its net asset value will always
remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time),
and as of the close of trading (normally 4:00 p.m., Eastern time) on the New
York Stock Exchange, Monday through Friday, except on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
                           HOW TO PURCHASE SHARES
   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased as described below,
either through a financial institution (such as a bank or broker/dealer) or
by wire or by check directly from the Trust, with a minimum initial
investment of $500 or more or additional investments of as little as $100.
Financial institutions may impose different minimum investment requirements
on their customers.
    
In connection with any sale, Federated Securities Corp. may from time to
time offer certain items of nominal value to any shareholder or investor.
The Trust reserves the right to reject any purchase request. An account must
be established at a financial institution or by completing, signing, and
returning the new account form available from the Trust before shares can be
purchased.

PURCHASING SHARES THROUGH A
FINANCIAL INSTITUTION

Investors may purchase shares through a financial institution which has a
sales agreement with the distributor. Orders are considered received when
the Trust receives payment by wire or converts payment by check from the
financial institution into federal funds. It is the financial institution's
responsibility to transmit orders promptly. Financial institutions may
charge additional fees for their services.
   
Shareholders who have purchased shares through a financial intermediary,
such as a bank or broker/dealer, should consult their financial
representative for information regarding the applicability of this section,
"How to Purchase Shares," as well as "Exchange Privilege" and "How to Redeem
Shares."
    
PURCHASING SHARES BY WIRE

Shares may be purchased by wire by calling the Trust before 3:00 p.m.
(Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) in order to begin earning dividends that same day. Federal
funds should be wired as follows: Federated Shareholder Services Company,
c/o State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE;
For Credit to: Tax-Free Instruments Trust -- Investment Shares; Fund Number
(this number can be found on the account statement or by contacting the
Trust); Group Number or Order Number; Nominee or Institution Name; and ABA
Number 011000028. Shares cannot be purchased by wire on holidays when wire
transfers are restricted. Questions on wire purchases should be directed to
your shareholder services representative at the telephone number listed on
your account statement.

PURCHASING SHARES BY CHECK

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made
payable to Tax-Free Instruments Trust -- Investment Shares. Please include
an account number on the check. Orders by mail are considered received when
payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next
day.

SPECIAL PURCHASE FEATURES
SYSTEMATIC INVESTMENT PROGRAM

A minimum of $100 can be automatically withdrawn periodically from the
shareholder's checking account at an Automated Clearing House ("ACH") member
and invested in Trust shares. Shareholders should contact their financial
institution or the Trust to participate in this program. Customers of
certain financial institutions may not be eligible to participate in this
program.

                                   EXCHANGE PRIVILEGE
   
Investment Shares may be acquired in exchange for shares of certain other
funds for which affiliates of Federated Investors serve as investment
adviser and principal underwriter (the "Federated Funds") at net asset value
plus the difference between the Trust's sales charge already paid and any
sales charge of the fund into which the Investment Shares are to be
exchanged, if higher. Investment shares also may be exchanged for shares of
other Federated mutual funds at net asset value plus a sales charge, if
applicable and not previously paid. No additional fees are imposed on
exchanges.

Exchanges must be in amounts of at least the value of the minimum investment
required of the fund into which the Investment Shares are to be exchanged.
Before the exchange, the shareholder must receive a prospectus for the fund
for which the exchange is being made. Upon receipt of proper instructions
and required supporting documents, shares submitted for exchange are
redeemed, and the proceeds invested in shares of the other fund. The Trust
reserves the right to reject any exchange. The exchange privilege may be
terminated or modified at any time. Shareholders will be notified of the
termination or modifications of the exchange privilege.
    
An exercise of the exchange privilege is treated as a sale for federal
income tax purposes. Depending on the circumstances, a short-term or
long-term capital gain or loss may be realized.

For further information on the exchange privilege and to obtain prospectuses
for Federated Funds, contact the Trust.

MAKING AN EXCHANGE

Instructions for exchanges for the Federated Funds may be given in writing
or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Trust may have difficulty in making exchanges by
telephone through brokers and other financial institutions during times of
drastic economic or market changes. If a shareholder cannot contact his
broker or financial institution by telephone, it is recommended that an
exchange request be made in writing and sent by overnight mail to Federated
Shareholder Services Company, 1099 Hingham Street, Rockland, MA 02370-3317.

TELEPHONE INSTRUCTIONS

Before an exchange can be made by telephone, a properly executed
authorization form must be completed and on file with Federated Services
Company. Shares may be exchanged between two funds only if they have
identical shareholder registrations. If reasonable procedures are not
followed by the Trust, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

Any shares held in certificate form cannot be exchanged by telephone but
must be forwarded to Federated Shareholder Services Company, P.O. Box 8600,
Boston, Massachusetts 02266-8600 and deposited to the shareholder's account
before being exchanged. Telephone instructions will be processed as of 4:00
p.m. (Eastern time) and must be received by the Trust before that time for
shares to be exchanged the same day. Shareholders exchanging into a fund
will begin receiving dividends the following business day. This privilege
may be modified or terminated at any time.

                                      HOW TO REDEEM SHARES

Shares are redeemed at their net asset value next determined after Federated
Shareholder Services Company receives the redemption request. Redemptions
will be made on days on which the Trust computes its net asset value.
Redemption requests must be received in proper form and can be made as
described below.

REDEEMING SHARES THROUGH A
FINANCIAL INSTITUTION
   
Shares may be redeemed by contacting the shareholder's financial
institution. Shares will be redeemed at the net asset value next determined
after Federated Services Company receives the redemption request. According
to the shareholder's instructions, redemption proceeds can be sent to the
financial institution or to the shareholder by check or by wire. The
financial institution is responsible for promptly submitting redemption
requests and providing proper written redemption instructions. Customary
fees and commissions may be charged by the financial institution for this
service.
    
REDEEMING SHARES BY TELEPHONE
   
Redemptions in minimum amounts of $1,000 may be made by calling the Trust
provided the Trust has a properly completed authorization form. These forms
can be obtained from Federated Securities Corp. Proceeds from redemption
requests received before 12:00 noon (Eastern time) will be wired the same
day to the shareholder's account at a domestic commercial bank which is a
member of the Federal Reserve System, but will not include that day's
dividend. Proceeds from redemption requests received after that time include
that day's dividend but will be wired the following business day. Under
limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time). Proceeds from redeemed
shares purchased by check or through ACH will not be wired until that method
of payment has cleared. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at
the telephone number listed on your account statement.
    
Telephone instructions may be recorded and if reasonable procedures are not
followed by the Trust, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If this occurs, "Redeeming
Shares By Mail" should be considered. If at any time the Trust shall
determine it necessary to terminate or modify the telephone redemption
privilege, shareholders would be promptly notified.

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to:
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Trust name and the class designation;
the account name as registered with the Trust; the account number; and the
number of shares to be redeemed or the dollar amount requested. All owners
of the account must sign the request exactly as the shares are registered.
Normally, a check for the proceeds is mailed within one business day, but in
no event more than seven days, after the receipt of a proper written
redemption request. Dividends are paid up to and including the day that a
redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Trust or a redemption payable other than
to the shareholder of record must have their signatures guaranteed by a
commercial or savings bank, trust company or savings association whose
deposits are insured by an organization which is administered by the Federal
Deposit Insurance Corporation; a member firm of a domestic stock exchange;
or any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934. The Trust does not accept signatures guaranteed by a
notary public.

SPECIAL REDEMPTION FEATURES

CHECK WRITING
   
Upon request, a checking account will be established to allow shareholders
to redeem their Trust shares. Shareholder accounts will continue to receive
the daily dividend declared on the shares to be redeemed until the check is
presented to UMB Bank, N.A., the bank responsible for administering the
check writing program, for payment. However, checks should never be made
payable or sent to UMB Bank, N.A. or the Trust to redeem shares, and a check
may not be written to close an account.
    
SYSTEMATIC WITHDRAWAL PROGRAM
   
If a shareholder's account has a value of at least $10,000, other than
retirement accounts subject to required minimum distributions, a systematic
withdrawal program may be established whereby automatic redemptions are made
from the account and transferred electronically to any commercial bank,
savings bank, or credit union that is an ACH member. Shareholders may apply
for participation in this program through their financial institutions or
the Trust. Customers of certain financial institutions may not be eligible
to participate in this program.
    
                       ACCOUNT AND SHARE INFORMATION

DIVIDENDS
   
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Trust unless cash
payments are requested by writing to the Trust. Shares purchased by wire
before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is
converted into federal funds.
    
CAPITAL GAINS

The Trust does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease
in dividends. The Trust will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.
CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Trust, Federated Shareholder Services Company
maintains a share account for each shareholder. Share certificates are not
issued unless requested by contacting the Trust or Federated Shareholder
Services Company in writing. Monthly confirmations are sent to report all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, there is an
average monthly (calculated on a 30-day basis) account balance policy.
Shareholders must maintain a $5,000 average monthly account balance.
Shareholders who do not maintain an average monthly account balance of
$5,000, in any given 30-day period, will be charged a $3.00 fee for that
period. A shareholder's checkwriting privilege may be discontinued at any
time. This policy does not currently apply to IRAs, Keoghs, other retirement
accounts or accounts owned by associates of Edward D. Jones & Co., L.P.
These types of accounts may be subject to the policy in the future.
   
    
VOTING RIGHTS
   
Each share of the Trust owned by a shareholder gives that shareholder one
vote in Trustee elections and other matters submitted to shareholders for
vote. All shares of classes of each portfolio in the Trust have equal voting
rights, except that in matters affecting only a particular portfolio or
class, only shareholders of that portfolio or class are entitled to vote.
The Trust is not required to hold annual shareholder meetings. Shareholder
approval will be sought only for certain changes in the Trust's operation
and for election of Trustees under certain circumstances.
    
Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the outstanding shares of the
Trust.
   
As of May 7, 1997, Fiduciary Trust Co. International, organized in the state
of New York, owned 38.55% of the Institutional Service Shares of the Trust,
and, therefore, may, for certain purposes, be deemed to control the Trust
and be able to affect the outcome of certain matters presented for a vote of
shareholders.
    
                                         TAX INFORMATION

FEDERAL INCOME TAX

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

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, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds issued
after August 7, 1986, may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The Trust may purchase, within the limits of its investment
policies, all types of municipal bonds, including private activity bonds.

The alternative minimum tax 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.

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.

STATE AND LOCAL TAXES
   
In the opinion of Houston, Donnelly & Meck, counsel to the Trust, Trust
shares may be subject to personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania to the extent that the
portfolio securities in the Trust would be subject to such taxes if owned
directly by residents of those jurisdictions.
    
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.

                            OTHER CLASSES OF SHARES

The Trust also offers another class of shares called Institutional Service
Shares. Institutional Service Shares are sold at net asset value primarily
to individuals, institutions, and fiduciaries and are subject to a minimum
initial investment of $25,000.

All classes are subject to certain of the same expenses. Institutional
Service Shares are distributed with no 12b-1 Plan but are subject to
shareholder services fees. Expense differences between classes may affect
the performance of each class.
   
To obtain more information and a prospectus for any other class, investors
may call 1-800-341-7400.
    
                            PERFORMANCE INFORMATION

From time to time, the Trust advertises its total return, yield, effective
yield, and tax-equivalent yield. The performance figures will be calculated
separately for each class of shares.

Yield represents the annualized rate of income earned on an investment over
a seven-day period. It is the annualized dividends earned during the period
on an investment shown as a percentage of the investment. The effective
yield is calculated similarly to the yield, but when annualized, the income
earned by an investment is assumed to be reinvested daily. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. The tax-equivalent yield is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that
would have to be earned to equal the Trust's tax-exempt yield, assuming a
specific tax rate.

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

From time to time, advertisements for the Trust may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Trust's performance to certain indices.

                                          NOTES

                                      ADDRESSES

                   TAX-FREE INSTRUMENTS TRUST
                          INVESTMENT SHARES
                          Federated Investors Tower
                          Pittsburgh, PA 15222-3779

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

                         INVESTMENT ADVISER
                           Federated Management
                        Federated Investors Tower
                        Pittsburgh, PA 15222-3779

   
Edward Jones
201 Progress Parkway
Maryland Heights, MO 63043
1-800-331-2451
Distributor
Edward Jones

Cusip 876924101
8062810A-IV (5/97)

Edward Jones

Tax-Free
Instruments Trust

PROSPECTUS
May 31, 1997
Serving Individual Investors Since 1871
    




Tax-Free Instruments Trust

Institutional Service Shares

PROSPECTUS
   
The Institutional Service Shares of Tax-Free Instruments Trust (the "Trust")
offered by this prospectus represent interests in an open-end management
investment company (a mutual fund). The Trust invests in short-term
municipal securities to achieve current income exempt from all federal
income tax including the alternative minimum tax consistent with stability
of principal.
    
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY 
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NO
INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE 
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE TRUST ATTEMPTS TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE
THAT THE TRUST WILL BE ABLE TODO SO.

This prospectus contains the information you should read and know before you
invest in the Trust. Keep this prospectus for future reference.
   
The Trust has also filed a Statement of Additional Information dated May 31,
1997, 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 May 31, 1997
    
                        TABLE OF CONTENTS
   
<TABLE>
<S>                                                                               <C>
Summary of Trust Expenses                                            1
Financial Highlights -- Institutional Service Shares        2
General Information                                                        3
Investment Information                                                   3
  Investment Objective                                                    3
  Investment Policies                                                       3
  Municipal Securities                                                     5
  Investment Risks                                                           5
  Investment Limitations                                                  5
Trust Information                                                            5
  Management of the Trust                                              5
  Distribution of Institutional Service Shares                  6
  Administration of the Trust                                           6
Net Asset Value                                                              7
How to Purchase Shares                                                 7
  Purchasing Shares By Wire                                          7
  Purchasing Shares By Check                                        7
How to Redeem Shares                                                   7
  Redeeming Shares By Telephone                                 7
  Redeeming Shares By Mail                                          8
Account and Share Information                                      8
  Dividends                                                                      8
  Capital Gains                                                                 8
  Certificates and Confirmations                                      8
  Accounts with Low Balances                                        8
  Voting Rights                                                                8
Tax Information                                                              9
  Federal Income Tax                                                      9
  State and Local Taxes                                                   9
 Other Classes of Shares                                                 9
 Performance Information                                               9
</TABLE>

    
   
                                          SUMMARY OF TRUST EXPENSES

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

                         ANNUAL OPERATING EXPENSES
                  (As a percentage of average net assets)
 Management Fee (after waiver)(1)                                                         0.42%
 12b-1 Fee                                                                                None
 Total Other Expenses                                                                     0.14%
   Shareholder Services Fee (after waiver)(2)                                             0.00%
 Total Operating Expenses (3)                                                             0.56%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

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

(3) The total operating expenses would have been 0.89% absent the voluntary
    waivers of portions of the management fee and the shareholder services fee.
    
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Service
Shares of the Fund will bear, either directly or indirectly. For more
complete descriptions of the various costs and expenses, see "Trust
Information." Wire-transferred redemptions of less than $5,000 may be
subject to additional fees.

 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                                    $ 6
 3 Years                                  $18
 5 Years                                  $31
 10 Years                                $70
     

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)
   
The following table has been audited by Arthur Andersen LLP, the Trust's
independent public accountants. Their report, dated April 24, 1997, on the
Trust's financial statements for the year ended March 31, 1997, and on the
following table for each of the periods presented, is included in the Annual
Report, which is incorporated herein by reference. This table should be read
in conjunction with the Trust's financial statements and notes thereto,
which may be obtained free of charge from the Trust.
<TABLE>
<CAPTION>

                                                      YEAR ENDED MARCH 31,
                                           1997         1996          1995           1994(A)
<S>                                        <C>          <C>           <C>            <C>
 NET ASSET VALUE, BEGINNING OF PERIOD      $ 1.00       $ 1.00       $ 1.00           $ 1.00
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                      0.03          0.03           0.03              0.01
 LESS DISTRIBUTIONS
  Distributions from net investment income  (0.03)       (0.03)         (0.03)           (0.01)
 NET ASSET VALUE, END OF PERIOD             $ 1.00       $ 1.00        $ 1.00           $ 1.00
 TOTAL RETURN(B)                              3.08%       3.47%        2.85%          0.92%
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                    0.56%       0.56%         0.55%          0.55%*
  Net investment income                       3.02%       3.43%         2.82%         1.99%*
  Expense waiver/reimbursement(c)             0.33%       0.40%         0.17%         0.14%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)  $247,946   $304,516    $358,826      $390,453
</TABLE>


* Computed on an annualized basis.

(a) Reflects operations for the period from October 15, 1993 (date of
    initial public investment) to March 31, 1994.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

FURTHER INFORMATION ABOUT THE TRUST'S PERFORMANCE IS CONTAINED IN THE
TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 31, 1997, WHICH CAN BE
OBTAINED FREE OF CHARGE.
    
                            GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated November 17, 1981. The shares in any one
portfolio may be offered in separate classes. With respect to this Trust, as
of the date of this prospectus, the Board of Trustees has established two
classes of shares known as Institutional Service Shares and Investment
Shares. This prospectus relates only to Institutional Service Shares of the
Trust, which are designed primarily for individuals, institutions, and
fiduciaries as a convenient means of accumulating an interest in a
professionally managed portfolio investing primarily in short-term municipal
securities. The Trust may not be a suitable investment for retirement plans
because it invests in municipal securities. A minimum initial investment of
$25,000 is required.

The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

                           INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
   
The investment objective of the Trust is current income exempt from federal
income tax consistent with stability of principal. Federal income tax
includes the alternative minimum tax. While there is no assurance that the
Trust will achieve its investment objective, it endeavors to do so by
complying with the diversification and other requirements of Rule 2a-7 under
the Investment Company Act of 1940 which regulates money market mutual funds
and by following the investment policies described in this prospectus. The
investment objective and the policies and limitations described below cannot
be changed without approval of shareholders, unless indicated otherwise.
    
INVESTMENT POLICIES

The Trust pursues its investment objective by investing in a portfolio of
municipal securities maturing in thirteen months or less. At least 80% of
the Trust's annual interest income will be exempt from federal income tax.
However, the interest from certain municipal securities is subject to the
federal alternative minimum tax, and up to 20% of the Trust's income may be
derived from such securities. As a matter of operating policy, the Trust
will limit the average maturity of its portfolio to 90 days or less, in
order to meet regulatory requirements.

ACCEPTABLE INVESTMENTS
   
The Trust invests primarily in debt obligations issued by or on behalf of
states, territories, and possessions of the United States, including the
District of Columbia, and any political subdivision or financing authority
of any of these, the income from which is, in the opinion of qualified legal
counsel, exempt from all federal income tax including the alternative
minimum tax ("Municipal Securities"). Examples of Municipal Securities
include, but are not limited to:
    
* tax and revenue anticipation notes ("TRANs") issued to finance working
  capital needs in anticipation of receiving taxes or other revenues;

* bond anticipation notes ("BANs") that are intended to be refinanced
  through a later issuance of longer-term bonds;

* municipal commercial paper and other short-term notes;

* variable rate demand notes;

* municipal bonds (including bonds having serial maturities and pre-refunded
  bonds) and leases; and

* participation, trust, and partnership interests in any of the foregoing
  obligations.

VARIABLE RATE DEMAND NOTES

Variable rate demand notes are long-term debt instruments that have variable
or floating interest rates and provide the Trust with the right to tender
the security for repurchase at its stated principal amount plus accrued
interest. Such securities typically bear interest at a rate that is intended
to cause the securities to trade at par. The interest rate may float or be
adjusted at regular intervals (ranging from daily to annually), and is
normally based on a published interest rate or interest rate index. Most
variable rate demand notes allow the Trust to demand the repurchase of the
security on not more than seven days prior notice. Other notes only permit
the Trust to tender the security at the time of each interest rate
adjustment or at other fixed intervals. See "Demand Features." The Trust
treats variable rate demand notes as maturing on the later of the date of
the next interest rate adjustment or the date on which the Trust may next
tender the security for repurchase.

PARTICIPATION INTERESTS

The Trust may purchase interests in Municipal Securities from financial
institutions such as commercial and investment banks, savings associations,
and insurance companies. These interests may take the form of
participations, beneficial interests in a trust, partnership interests or
any other form of indirect ownership that allows the Trust to treat the
income from the investment as exempt from federal income tax. The Trust
invests in these participation interests in order to obtain credit
enhancement or demand features that would not be available through direct
ownership of the underlying Municipal Securities.

MUNICIPAL LEASES

Municipal leases are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. They may
take the form of a lease, an installment purchase contract, a conditional
sales contract, or a participation interest in any of the above. Lease
obligations may be subject to periodic appropriation. Municipal leases are
subject to certain specific risks in the event of default or failure of
appropriation.

REPURCHASE AGREEMENTS

Certain securities in which the Trust invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which
banks, broker/dealers, and other recognized financial institutions sell
securities to the Trust and agree at the time of sale to repurchase them at
a mutually agreed upon time and price. To the extent that the seller does
not repurchase the securities from the Trust, the Trust could receive less
than the repurchase price on any sale of such securities.

CREDIT ENHANCEMENT
   
Certain of the Trust's acceptable investments may be credit-enhanced by a
guaranty, letter of credit, or insurance. Any bankruptcy, receivership,
default, or change in the credit quality of the party providing the credit
enhancement will adversely affect the quality and marketability of the
underlying security and could cause losses to the Trust and affect its share
price. The Trust may have more than 25% of its total assets invested in
securities credit-enhanced by banks.
    
DEMAND FEATURES

The Trust may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Trust. The demand feature may
be issued by the issuer of the underlying securities, a dealer in the
securities, or by another third party, and may not be transferred separately
from the underlying security. The Trust uses these arrangements to provide
the Trust with liquidity and not to protect against changes in the market
value of the underlying securities. The bankruptcy, receivership, or default
by the issuer of the demand feature, or a default on the underlying security
or other event that terminates the demand feature before its exercise, will
adversely affect the liquidity of the underlying security. Demand features
that are exercisable even after a payment default on the underlying security
may be treated as a form of credit enhancement.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Trust may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which the Trust purchases
securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Trust to miss
a price or yield considered to be advantageous. Settlement dates may be a
month or more after entering into these transactions, and the market values
of the securities purchased may vary from the purchase prices.
   
The Trust may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Trust may enter into
transactions to sell its purchase commitments to third parties at current
market values and simultaneously acquire other commitments to purchase
similar securities at later dates. The Trust may realize short-term profits
or losses upon the sale of such commitments.
    
TEMPORARY INVESTMENTS
   
From time to time, when the investment adviser determines that market
conditions call for a temporary defensive posture, the Trust may invest in
tax-exempt or taxable securities, all of comparable quality to other
securities in which the Trust invests, such as: obligations issued by or on
behalf of municipal or corporate issuers; obligations issued or guaranteed
by the U.S. government, its agencies, or instrumentalities; instruments
issued by a U.S. branch of a domestic bank or other deposit institutions
having capital, surplus, and undivided profits in excess of $100,000,000 at
the time of investment; repurchase agreements (arrangements in which the
organization selling the Trust a temporary investment agrees at the time of
sale to repurchase it at a mutually agreed upon time and price); and prime
commercial paper rated A-1 by Standard and Poor's Ratings Group, Prime-1 by
Moody's Investors Services, Inc., or F-1 by Fitch Investors Service, Inc.
Although the Trust is permitted to make taxable, temporary investments,
there is no current intention to do so.
    
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 short-term municipal note market and of the
municipal bond market; 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
credit enhancers of either, to meet their obligations for the payment of
interest and principal when due. In addition, from time to time, the supply
of Municipal Securities acceptable for purchase by the Trust could become
limited.

The Trust may invest in Municipal Securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in
these Municipal Securities could involve an increased risk to the Trust
should any of these related projects or facilities experience financial
difficulties.
   
Obligations of issuers of Municipal Securities are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies
of creditors. In addition, the obligations of such issuers may become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest, or
imposing other constraints upon enforcement of such obligations or upon the
ability of states or municipalities to levy taxes. There is also the
possibility that, as a result of litigation or other conditions, the power
or ability of any issuer to pay, when due, the principal of and interest on
its municipal securities may be materially affected. The Fund's
concentration in Municipal Securities may entail a greater level of risk
than other types of money market funds.
    
INVESTMENT LIMITATIONS

The Trust will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Trust sells a money market instrument
for a percentage of its cash value with an agreement to buy it back on a set
date) 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 total assets to secure such borrowings.

The Trust will not invest more than 10% of the value of its total assets in
illiquid securities, including repurchase agreements maturing in more than
seven days.

                             TRUST INFORMATION

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The Trust is managed by a Board of Trustees. The Trustees are responsible
for managing the Trust's business affairs and for exercising all the Trust's
powers except those reserved for the shareholders. An Executive Committee of
the Board of Trustees handles the Board's responsibilities between meetings
of the Board.
INVESTMENT ADVISER

Investment decisions for the Trust are made by Federated Management, the
Trust's investment adviser, subject to direction by the Trustees. The
adviser continually conducts investment research and supervision for the
Trust and is responsible for the purchase and sale of portfolio instruments.

ADVISORY FEES
   
The adviser receives an annual investment advisory fee equal to 0.50% of the
Trust's average daily net assets. The adviser may voluntarily choose to
waive a portion of its fee or reimburse other expenses of the Trust, but
reserves the right to terminate such waiver or reimbursement at any time at
its sole discretion.
    
ADVISER'S BACKGROUND

Federated Management, a Delaware business trust, organized on April 11,
1989, is a registered investment adviser under the Investment Advisers Act
of 1940. It is a subsidiary of Federated Investors. All of the Class A
(voting) shares of Federated Investors are owned by a trust, the trustees of
which are John F. Donahue, Chairman and Trustee of Federated Investors, Mr.
Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue, who is
President and Trustee of Federated Investors.
   
Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to
a number of investment companies. With over $110 billion invested across
more than 300 funds under management and/or administration by its
subsidiaries, as of December 31, 1996, Federated Investors 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
4,500 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 interests. Among other things, the codes: require
preclearance and periodic reporting of personal securities transactions;
prohibit personal transactions in securities being purchased or sold, or
being considered for purchase or sale, by the Trust; prohibit purchasing
securities in initial public offerings; and prohibit taking profits on
securities held for less than sixty days. Violations of the codes are
subject to review by the Trustees, and could result in severe penalties.

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Service Shares of the Trust. It is a Pennsylvania corporation organized on
November 14, 1969, and is the principal distributor for a number of
investment companies. Federated Securities Corp. is a subsidiary of
Federated Investors.
   
    
SHAREHOLDER SERVICES

The Trust has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, under which the
Trust may make payments up to 0.25% of the average daily net assets of the
Institutional Service Shares, computed at an annual rate, to obtain certain
personal services for shareholders and to provide the maintenance of
shareholder accounts. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily.

Under the Shareholder Services Agreement, Federated Shareholder Services
will either perform shareholder services directly or will select financial
institutions to perform shareholder services. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will
be determined from time to time by the Trust and Federated Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Trust at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors as specified below:
   
                                       AVERAGE AGGREGATE
 MAXIMUM FEE              DAILY NET ASSETS
    0.15%                           on the first $250 million
    0.125%                         on the next $250 million
    0.10%                           on the next $250 million
    0.075%                 on assets in excess of $750 million
    
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its
fee.

                                       NET ASSET VALUE

The Trust attempts to stabilize the net asset value of shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net
asset value per share is determined by subtracting liabilities attributable
to Institutional Service Shares from the value of Trust assets attributable
to Institutional Service Shares, and dividing the remainder by the number of
shares outstanding. The Trust cannot guarantee that its net asset value will
always remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time),
and as of the close of trading (normally 4:00 p.m., Eastern time) on the New
York Stock Exchange, Monday through Friday, except on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

                                HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased either by wire or by
check. The Trust reserves the right to reject any purchase request.
   
To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days.
Minimum investments will be calculated by combining all accounts maintained
with the Trust. Financial institutions may impose different minimum
investment requirements on their customers.
    
PURCHASING SHARES BY WIRE

Shares may be purchased by Federal Reserve wire by calling the Trust before
3:00 p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) that day. Federal funds should be wired as follows: Federated
Shareholder Services Company, c/o State Street Bank and Trust Company,
Boston, MA; Attention: EDGEWIRE; For Credit to: Tax-Free Instruments Trust
- -- Institutional Service Shares; Fund Number (this number can be found on
the account statement or by contacting the Trust); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot
be purchased by wire on holidays when wire transfers are restricted.
Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK

Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made
payable to: Tax-Free Instruments Trust -- Institutional Service Shares.
Orders by mail are considered received when payment by check is converted
into federal funds (normally the business day after the check is received),
and shares begin earning dividends the next day.

                               HOW TO REDEEM SHARES

Shares are redeemed at their net asset value next determined after Federated
Shareholder Services Company receives the redemption request. Redemptions
will be made on days on which the Trust computes its net asset value.
Redemption requests must be received in proper form and can be made as
described below.

REDEEMING SHARES BY TELEPHONE

Redemptions in minimum amounts of $1,000 may be made by calling the Trust
provided the Trust has a properly completed authorization form. These forms
can be obtained from Federated Securities Corp. Proceeds from redemption
requests received before 12:00 p.m. (Eastern time) will be wired the same
day to the shareholder's account at a domestic commercial bank which is a
member of the Federal Reserve System, but will not include that day's
dividend. Proceeds from redemption requests received after that time include
that day's dividend but will be wired the following business day. Proceeds
from redemption requests on holidays when wire transfers are restricted will
be wired the following business day. Questions about telephone redemptions
on days when wire transfers are restricted should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

Telephone instructions may be recorded and if reasonable procedures are not
followed by the Trust, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If this occurs, "Redeeming
Shares By Mail" should be considered. If at any time the Trust shall
determine it necessary to terminate or modify the telephone redemption
privilege, shareholders would be promptly notified.

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to:
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
02266-8600. If share certificates have been issued, they should be sent
unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Trust name and the class designation;
the account name as registered with the Trust; the account number; and the
number of shares to be redeemed or the dollar amount requested. All owners
of the account must sign the request exactly as the shares are registered.
Normally, a check for the proceeds is mailed within one business day, but in
no event more than seven days, after the receipt of a proper written
redemption request. Dividends are paid up to and including the day that a
redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Trust or a redemption payable other than
to the shareholder of record must have their signatures guaranteed by a
commercial or savings bank, trust company or savings association whose
deposits are insured by an organization which is administered by the Federal
Deposit Insurance Corporation; a member firm of a domestic stock exchange;
or any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934. The Trust does not accept signatures guaranteed by a
notary public.

                       ACCOUNT AND SHARE INFORMATION

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Trust unless cash
payments are requested by writing to the Trust. Shares purchased by wire
before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is
converted into federal funds.

CAPITAL GAINS

The Trust does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease
in dividends. The Trust will distribute in cash or additional shares any
realized net long-term capital gains at least once every 12 months.

CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Trust, Federated Shareholder Services Company
maintains a share account for each shareholder. Share certificates are not
issued unless requested by contacting the Trust or Federated Shareholder
Services Company in writing. Monthly confirmations are sent to report all
transactions as well as dividends paid during the month.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Trust
may redeem shares in any account and pay the proceeds to the shareholder if
the account balance falls below a required minimum value of $25,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS
   
Each share of the Trust owned by a shareholder gives that shareholder one
vote in Trustee elections and other matters submitted to shareholders for
vote. 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 shareholders of that portfolio or class are entitled to vote.
The Trust is not required to hold annual shareholder meetings. Shareholder
approval will be sought only for certain changes in the Trust's operation
and for election of Trustees under certain circumstances.
    
Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the outstanding shares of the
Trust.
   
As of May 7, 1997, Fiduciary Trust Co. International, organized in the state
of New York, owned 38.55% of the Institutional Service Shares of the Trust,
and, therefore, may, for certain purposes, be deemed to control the Trust and
be able to affect the outcome of certain matters presented for a vote of
shareholders.
    
                                   TAX INFORMATION

FEDERAL INCOME TAX

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

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, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds issued
after August 7, 1986, may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The Trust may purchase, within the limits of its investment
policies, all types of municipal bonds, including private activity bonds.

The alternative minimum tax 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.

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.

STATE AND LOCAL TAXES
   
In the opinion of Houston, Donnelly & Meck, counsel to the Trust, Trust
shares may be subject to personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania to the extent that the
portfolio securities in the Trust would be subject to such taxes if owned
directly by residents of those jurisdictions.
    
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.

                          OTHER CLASSES OF SHARES

The Trust also offers another class of shares called Investment Shares.
Investment Shares are sold at net asset value primarily to individuals, and
are subject to a minimum initial investment of $500.

All classes are subject to certain of the same expenses. Investment Shares
are distributed with no 12b-1 Plan but are subject to shareholder services
fees. Expense differences between classes may affect the performance of each
class.
   
To obtain more information and a prospectus for any other class, investors
may call 1-800-341-7400.
    
                          PERFORMANCE INFORMATION

From time to time, the Trust advertises its total return, yield, effective
yield, and tax-equivalent yield. The performance figures will be calculated
separately for each class of shares.

Yield represents the annualized rate of income earned on an investment over
a seven-day period. It is the annualized dividends earned during the period
on an investment shown as a percentage of the investment. The effective
yield is calculated similarly to the yield, but when annualized, the income
earned by an investment is assumed to be reinvested daily. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. The tax-equivalent yield is calculated
similarly to the yield, but is adjusted to reflect the taxable yield that
would have to be earned to equal the Trust's tax-exempt yield, assuming a
specific tax rate.

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

From time to time, advertisements for the Trust may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Trust's performance to certain indices.

TAX-FREE INSTRUMENTS TRUST
INSTITUTIONAL SERVICE SHARES

Federated Investors Tower
Pittsburgh, PA 15222-3779

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

INVESTMENT ADVISER
Federated Management
Federated Investors Tower
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
   
Federated Securities Corp., Distributor
Cusip 876924200
8062810A-SS (5/97)
    
[Graphic]

Tax-Free Instruments Trust
Institutional Service Shares

PROSPECTUS
   
MAY 31, 1997

An Open-End
Management Investment Company
    





TAX-FREE INSTRUMENTS TRUST
INVESTMENT SHARES
INSTITUTIONAL SERVICE SHARES

STATEMENT OF ADDITIONAL INFORMATION
   
This Statement of Additional Information should be read with the
prospectuses of Tax-Free Instruments Trust (the "Trust"), dated May 31,
1997. This Statement is not a prospectus. You may request a copy of a
prospectus or a paper copy of this Statement, if you have received it
electronically, free of charge by calling 1-800-341-7400.

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

Statement dated May 31, 1997

[Graphic]

Cusip 876924101
Cusip 876924200
8062810B (5/97)
    
TABLE OF CONTENTS
   
<TABLE>
<S>                                                                                        <C>
INVESTMENT POLICIES                                                      1
  Acceptable Investments                                                          1
  Participation Interests                                                             1
  Municipal Leases                                                                    1
  Ratings                                                                                    1
  When-Issued and Delayed Delivery Transactions                   1
  Repurchase Agreements                                                          2
  Reverse Repurchase Agreements                                            2
  Credit Enhancement                                                                2
INVESTMENT LIMITATIONS
  Selling Short and Buying on Margin                                        2
  Borrowing Money                                                                    2
  Pledging Assets                                                                        2
  Lending Cash or Securities                                                      3
  Investing in Commodities and Minerals                                  3
  Investing in Real Estate                                                           3
  Underwriting                                                                           3
  Concentration of Investments                                                  3
  Diversification of Investments                                                 3
  Investing in Illiquid Securities                                                 3
  Investing in Securities of Other
   Investment Companies                                                            3
  Investing in New Issuers                                                          3
  Investing in Issuers Whose Securities
   are Owned by Officers and Trustees                                       3
  Investing in Options                                                                 4
  Investing for Control                                                                4
  Regulatory Compliance                                                            4
TAX-FREE INSTRUMENTS TRUST MANAGEMENT        4
  The Funds                                                                                8
  Share Ownership                                                                     8
  Trustee Compensation                                                             9
  Trustee Liability                                                                      9
INVESTMENT ADVISORY SERVICES                                9
  Investment Adviser                                                                  9
  Advisory Fees                                                                        10
BROKERAGE TRANSACTIONS                                          10
  Accounts with Low Balances (Investment Shares)                10
OTHER SERVICES                                                                10
  Trust Administration                                                              10
  Custodian and Portfolio Accountant                                      10
  Transfer Agent                                                                        10
  Independent Public Accountants                                            11
SHAREHOLDER SERVICES                                                 11
DETERMINING NET ASSET VALUE                                  11
REDEMPTION IN KIND                                                        11
MASSACHUSETTS PARTNERSHIP LAW                          11
THE TRUST'S TAX STATUS                                                12
PERFORMANCE INFORMATION                                        12
  Yield                                                                                       12
  Effective Yield                                                                        12
  Tax-Equivalent Yield                                                              12
  Tax-Equivalency Table                                                           12
  Total Return                                                                            13
  Performance Comparisons                                                      14
  Economic and Market Information                                         14
ABOUT FEDERATED INVESTORS                                     14
  Mutual Fund Market                                                               15
  Institutional Clients                                                                 15
  Bank Marketing                                                                      15
  Broker/Dealers and Bank Broker/Dealer
   Subsidiaries                                                                            15
FINANCIAL STATEMENTS                                                   15
APPENDIX                                                                               16
</TABLE>

    
INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed
by the Board of Trustees without shareholder approval.

ACCEPTABLE INVESTMENTS

When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or
any guarantor of either the security or any demand feature.

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). The municipal
securities subject to the participation interests are not limited to the
Trust's maximum maturity requirements so long as the participation interests
include the right to demand payment from the issuers of those interests. By
purchasing these participation interests, the Trust is buying a security
meeting the maturity and quality requirements of the Trust and also is
receiving the tax-free benefits of the underlying securities.

MUNICIPAL LEASES

The Trust may purchase municipal securities in the form of participation
interests that represent an undivided proportional interest in lease
payments by a governmental or nonprofit entity. The lease payments and other
rights under the lease provide for and secure payments on the certificates.
Lease obligations may be limited by municipal charter or the nature of the
appropriation for the lease. Furthermore, a lease may provide that the
participants cannot accelerate lease obligations upon default. The
participants would only be able to enforce lease payments as they became
due. In the event of a default or failure of appropriation, unless the
participation interests are credit enhanced, it is unlikely that the
participants would be able to obtain an acceptable substitute source of
payment.

In determining the liquidity of municipal lease securities, the investment
adviser, under the authority delegated by the Trustees, will base its
determination on the following factors: whether the lease can be terminated
by the lessee; the potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's general credit strength
(e.g., its debt, administrative, economic and financial characteristics and
prospects); the likelihood that the lessee will discontinue appropriating
funding for the leased property because the property is no longer deemed
essential to its operations (e.g., the potential for an "event of
non-appropriation"); and any credit enhancement or legal recourse provided
upon an event of non-appropriation or other termination of the lease.

RATINGS
   
The securities in which the Trust invests must be rated in one of the two
highest short-term rating categories by one or more nationally recognized
statistical rating organizations ("NRSROs") or be of comparable quality to
securities having such ratings. The NRSRO's two highest rating categories
are determined without regard for sub-categories and gradations. For
example, securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings
Group ("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc.
("Moody's"), or F-1+, F-1, or F-2 by Fitch Investors Service, Inc. ("Fitch")
are all considered rated in one of the two highest short-term rating
categories. The Trust will follow applicable regulations in determining
whether a security rated by more than one NRSRO can be treated as being in
one of the two highest short-term rating categories; currently, such
securities must be rated by two NRSROs in one of their two highest rating
categories. See "Regulatory Compliance."
    
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
   
These transactions are made to secure what is considered to be an
advantageous price or yield for the Trust. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Trust in a dollar amount sufficient to make payment for the securities to be
purchased are: segregated on the Trust's records at the trade date; marked
to market daily; and maintained until the transaction is settled. The Trust
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.
    
REPURCHASE AGREEMENTS

Certain securities in which the Trust invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which
banks, broker/dealers, and other recognized financial institutions sell
securities to the Trust and agree at the time of sale to repurchase them at
a mutually agreed upon time and price. To the extent that the seller does
not repurchase the securities from the Trust, the Trust could receive less
than the repurchase price on any sale of such securities. The Trust or its
custodian will take possession of the securities subject to repurchase
agreements, and these securities will be marked to market daily. In the
event that a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Trust might be delayed pending court
action. The Trust believes that under the regular procedures normally in
effect for custody of the Trust's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Trust and allow retention or disposition of such securities. The Trust will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Trust's adviser to be creditworthy pursuant to guidelines established by the
Trustees.

REVERSE REPURCHASE AGREEMENTS

The Trust may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Trust transfers possession of a portfolio instrument in
return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Trust will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Trust to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. However,
liquid assets of the Trust, in a dollar amount sufficient to make payment
for the securities to be purchased, are: segregated on the Trust's records
at the trade date; marked to market daily; and maintained until the
transaction is settled.

CREDIT ENHANCEMENT
The Trust typically evaluates the credit quality and ratings of
credit-enhanced securities based upon the financial condition and ratings of
the party providing the credit enhancement (the "credit enhancer"), rather
than the issuer. However, credit-enhanced securities will not be treated as
having been issued by the credit enhancer for diversification purposes,
unless the Trust has invested more than 10% of its assets in securities
issued, guaranteed or otherwise credit enhanced by the credit enhancer, in
which case the securities will be treated as having been issued by both the
issuer and the credit enhancer.

The Trust may have more than 25% of its total assets invested in securities
credit enhanced by banks.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

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

BORROWING MONEY

The Trust will not borrow money except as a temporary measure for
extraordinary or emergency purposes and then only in amounts not in excess
of 5% of the value of its total assets. In addition, the Trust may enter
into reverse repurchase agreements and otherwise borrow up to one-third of
the value of its total assets, including the amount borrowed, in order to
meet redemption requests without immediately selling portfolio securities.
This latter practice 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.

Interest paid on borrowed funds will serve to reduce the Trust's income. The
Trust will liquidate any borrowings as soon as possible and may not purchase
any portfolio instruments while any borrowings are outstanding.

PLEDGING ASSETS
   
The Trust will not mortgage, pledge, or hypothecate its assets except to
secure permitted borrowings. In those cases, it may pledge assets having a
market value not exceeding 10% of the value of total assets at the time of
the pledge.
    
LENDING CASH OR SECURITIES

The Trust will not lend any of its assets, except that it may acquire
publicly or non-publicly issued municipal securities or temporary
investments or enter into repurchase agreements, as permitted by its
investment objective and policies.

INVESTING IN COMMODITIES AND MINERALS
   
The Trust will not purchase or sell commodities, commodity contracts, or
oil, gas or other mineral exploration or development programs.
    
INVESTING IN REAL ESTATE

The Trust will not purchase or sell real estate, although it may invest in
municipal securities secured by real estate or interests in real estate.
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.

CONCENTRATION OF INVESTMENTS

The Trust will not purchase securities (other than securities issued or
guaranteed by the U.S. government, its agencies, or instrumentalities) if,
as a result of such purchase, more than 25% of the value of its assets would
be invested in any one industry.

This policy applies to securities which are related in such a way that an
economic, business, or political development affecting one security would
also affect the other securities (such as securities paid from revenues from
selected projects in transportation, public works, education, or housing).

DIVERSIFICATION OF INVESTMENTS

With respect to securities comprising 75% of its assets, the Trust will not
invest more than 5% of its total assets in the securities of any one issuer.

Under this limitation, each governmental subdivision, including states and
the District of Columbia, territories, possessions of the United States, or
their political subdivisions, agencies, authorities, instrumentalities, or
similar entities, will 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. Industrial
development bonds backed only by the assets and revenues of a
nongovernmental user are considered to be issued solely by that user.

INVESTING IN ILLIQUID SECURITIES

The Trust will not invest more than 10% of the value of its total assets in
illiquid securities, including repurchase agreements maturing in more than
seven days.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Trust will not acquire the voting securities of any issuer, except as
part of a merger, consolidation, or other acquisition of other assets. It
may not invest in securities issued by any other investment company or
investment trust.

INVESTING IN NEW ISSUERS

The Trust will not invest more than 5% of the value of its total assets in
securities of issuers (or in the alternative, guarantors, where applicable)
which have records of less than three years of continuous operations,
including the operation of any predecessor.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES

The Trust will not purchase or retain the securities of any issuer other
than the Trust if the Officers and Trustees of the Trust or its investment
adviser, owning individually more than .50% of the issuer's securities,
together beneficially own more than 5% of the issuer's securities.

INVESTING IN OPTIONS
The Trust will not purchase or sell puts, calls, straddles, spreads, or any
combination of them except that the Trust may purchase municipal securities
from a bank, broker, dealer, or other person accompanied by the agreement of
the seller to purchase them, at the Trust's option, prior to maturity.

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

INVESTING FOR CONTROL

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

For purposes of the above limitations, the Trust considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be "cash items."
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.

The Trust did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.

REGULATORY COMPLIANCE

The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply
with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the
Trust will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Trust will determine the effective
maturity of its investments, as well as its ability to consider a security
as having received the requisite short-term ratings by NRSROs, according to
Rule 2a-7. The Trust may change these operational policies to reflect
changes in the laws and regulations without the approval of its
shareholders.

TAX-FREE INSTRUMENTS TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Tax-Free Instruments Trust, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA

Birthdate: July 28, 1924

Chairman and Trustee
   
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds.
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA

Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member
of Executive Committee, University of Pittsburgh; Director or Trustee of the
Funds.
    
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Birthdate: June 23, 1937

Trustee
   
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.
    
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Birthdate: July 4, 1918

Trustee
   
Director and Member of the Executive Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.
    
James E. Dowd
571 Hayward Mill Road
Concord, MA

Birthdate: May 18, 1922

Trustee

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

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

Birthdate: October 11, 1932

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

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

Birthdate: June 18, 1924

Trustee

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

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

Birthdate: March 16, 1942

Trustee

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

Gregor F. Meyer
Boca Grande Club
Boca Grande, FL

Birthdate: October 6, 1926

Trustee

Attorney, Retired Member of Miller, Ament, Henny & Kochuba; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee
of the Funds.
    
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA

Birthdate: December 20, 1932

Trustee
   
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.
    
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Birthdate: September 14, 1925

Trustee
   
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University, U.S. Space Foundation and Czech
Management Center; President Emeritus, University of Pittsburgh; Founding
Chairman, National Advisory Council for Environmental Policy and Technology,
Federal Emergency Management Advisory Board and Czech Management Center;
Director or Trustee of the Funds.
    
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Birthdate: June 21, 1935

Trustee
   
Public Relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.
    
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 2, 1929

President
   
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp.
    
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA

Birthdate: April 11, 1949

Executive Vice President
   
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Trustee of the Trust.
    
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 22, 1930

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

Birthdate: October 26, 1938
   
Executive Vice President, Secretary and Treasurer

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

Birthdate: May 17, 1923

Vice President

Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.
   
    
* This Trustee is deemed to be an "interested person" as defined in the
  Investment Company Act of 1940.

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

THE FUNDS

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

Officers and Trustees as a group own less than 1% of the Trust's outstanding
Investment Shares.
   
As of May 8, 1997, the following shareholders of record owned 5% or more of
the outstanding Investment Shares of the Trust: Stephens, Inc., Little Rock,
Arkansas, owned approximately 37,496,500 shares (19.81%); and BHC
Securities, Inc., Philadelphia, Pennsylvania, owned approximately 14,662,711
shares (7.74%).
As of May 7, 1997, the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Trust: Fiduciary Trust
Co. International, New York, New York, owned approximately 97,425,800 shares
(38.55%); Memphis Commerce Square, c/o National Bank of Commerce, Memphis,
Tennessee, owned approximately 18,089,776 shares (7.16%); State Street Bank
and Trust, North Quincy, Massachusetts, owned approximately 16,279,834
shares (6.44%); and Citibank NA, Long Island City, New York owned
approximately 15,735,269 shares (6.23%).
    
TRUSTEE COMPENSATION
<TABLE>
<CAPTION>
                                      AGGREGATE
 NAME,                      COMPENSATION
 POSITION WITH              FROM                   TOTAL COMPENSATION PAID
 TRUST                             TRUST*#                    FROM FUND COMPLEX+
   
<S>                                        <C>               <S>
 John F. Donahue                   $0                  $0 for the Trust and
 Chairman and Trustee                                  56 other investment companies in the Fund Complex
 Thomas G. Bigley              $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 John T. Conroy, Jr.            $ 2,908.09         $119,615 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 William J. Copeland          $ 2,908.09         $119,615 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 James E. Dowd                  $ 2,908.09          $119,615 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Lawrence D. Ellis, M.D.    $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Edward L. Flaherty, Jr.      $ 2,908.09         $119,615 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Peter E. Madden                $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Gregor F. Meyer                $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 John E. Murray, Jr.            $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Wesley W. Posvar             $ 2,643.32         $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
 Marjorie P. Smuts              $ 2,643.32        $108,725 for the Trust and
 Trustee                                                         56 other investment companies in the Fund Complex
    
</TABLE>

   
* Information is furnished for the fiscal year ended March 31, 1997.
    
# The aggregate compensation is provided for the Trust which is comprised of
  one portfolio.

+ The information is provided for the last calendar year.
   
    
TRUSTEE LIABILITY

The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.

INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER

The Trust's investment adviser is Federated Management. It is a subsidiary
of Federated Investors. All the voting securities of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife and
his son, J. Christopher Donahue.

The adviser shall not be liable to the Trust or any shareholder for any
losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

ADVISORY FEES
   
For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus. For the fiscal years
ended March 31, 1997, 1996, and 1995, the adviser earned $8,802,596,
$8,657,750, and $8,274,688, respectively, of which $1,432,278, $2,483,925,
and $2,852,758, respectively, were waived.

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 March 31, 1997, 1996, and 1995, 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.

ACCOUNTS WITH LOW BALANCES (INVESTMENT SHARES)

The average monthly account balance policy, whereby shareholders maintain a
$5,000 average monthly account balance in order to avoid the $3.00 monthly
fee, is not applicable to Liberty Life Members; shareholders who have
purchased shares through Aetna Insurance Company of America and its
affiliates or the Lutheran Brotherhood; associates of E.D. Jones & Co.,
L.P., and employees of Federated Investors.

OTHER SERVICES

TRUST ADMINISTRATION
   
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in
the prospectus. From March 1, 1994 to March 1, 1996, Federated
Administrative Services, a subsidiary of Federated Investors, 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 March 31, 1997, 1996, and 1995,
the Administrators earned $1,330,311, $1,310,182, and $1,252,788,
respectively.
    
CUSTODIAN AND PORTFOLIO ACCOUNTANT

State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Trust. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Trust's portfolio investments. The fee paid for this service is based
upon the level of the Trust's average daily 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
and receives a fee based on the size, type and number of accounts and
transactions made by shareholders.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Trust are Arthur Andersen LLP,
Pittsburgh, PA.
SHAREHOLDER SERVICES
   
This arrangement permits the payment of fees to Federated Shareholder
Services and financial institutions to cause services to be provided which
are necessary for the maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who has knowledge of
the shareholder's particular circumstances and goals. These activities and
services may include, but are not limited to: providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses. By adopting
the Shareholder Services Agreement, the Trustees expect that the Trust will
benefit by: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts. For the
fiscal year ended March 31, 1997, payment in the amount of $2,178,734 was
made pursuant to the Shareholder Services Agreement, all of which was paid
to financial institutions.
    
DETERMINING NET ASSET VALUE

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization
of premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of
the Trust computed by dividing the annualized daily income on the Trust's
portfolio by the net asset value computed as above may tend to be higher
than a similar computation made by using a method of valuation based upon
market prices and estimates. In periods of rising interest rates, the
opposite may be true.

The Trust's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-7
(the "Rule") promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940. Under the Rule, the Trustees must establish
procedures reasonably designed to stabilize the net asset value per share,
as computed for purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Trust's investment
objective. The procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will decide what, if
any, steps should be taken if there is a difference of more than 0.5 of 1%
between the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average portfolio
maturity) to minimize any material dilution or other unfair results arising
from differences between the two methods of determining net asset value.

REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Trust's net asset value, whichever is less, for any one shareholder
within a 90-day period. Any redemption beyond this amount will also be in
cash unless the Trustees determine that further payments should be in kind.
In such cases, the Trust will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Trust
determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable. Redemption in kind is not
as liquid as a cash redemption. If redemption is made in kind, shareholders
who sell these securities could receive less than the redemption value and
could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect
its shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of its shareholders for acts or
obligations of the Trust. These documents require notice of this disclaimer
to be given in each agreement, obligation, or instrument the Trust or its
Trustees enter into or sign.

In the unlikely event a shareholder is held personally liable for the
Trust's obligations, the Trust is required by the Declaration of Trust to
use its property to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder
for any act or obligation of the Trust. Therefore, financial loss resulting
from liability as a shareholder will occur only if the Trust itself cannot
meet its obligations to indemnify shareholders and pay judgments against
them.

THE TRUST'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Trust must, among other requirements: derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its net
income earned during the year.

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in conjunction with an
investment in shares of the Trust, the performance will be reduced for those
shareholders paying those fees.

YIELD

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
   
For the seven-day period ended March 31, 1997, the yield for Investment
Shares was 2.90%, Institutional Service Shares was 3.05%.
    
EFFECTIVE YIELD

The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to the
365/7th power; and subtracting 1 from the result.
   
For the seven-day period ended March 31, 1997, the effective yield for
Investment Shares was 2.94%, Institutional Service Shares was 3.09%.
    
TAX-EQUIVALENT YIELD

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 28% tax rate (the maximum
effective federal rate for individuals) and assuming that the income is 100%
tax exempt.
   
For the seven-day period ended March 31, 1997, the tax-equivalent yield for
Investment Shares was 4.03%, Institutional Service Shares was 4.24%.
    
TAX-EQUIVALENCY TABLE

A tax-equivalency table may be used in advertising and sales literature. The
interest earned by the municipal securities 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 can be an attractive choice for investors,
particularly in times of narrow spreads between tax-free and taxable yields.

   
<TABLE>
<CAPTION>
                                 TAXABLE YIELD EQUIVALENT FOR 1997
                                       MULTISTATE MUNICIPAL FUNDS
 FEDERAL INCOME TAX BRACKET:
                          15.00%     28.00%               31.00%                36.00%             39.60%
<S>                      <C>           <C>                   <C>                      <C>                 <C>
 JOINT                 $1-         $41,201-            $99,601-               $151,751-          OVER
 RETURN         41,200        99,600              151,750                  271,050         $271,050
 SINGLE              $1-         $24,651-            $59,751-               $124,651-          OVER
 RETURN         24,650        59,750              124,650                  271,050         $271,050
</TABLE>

    
<TABLE>
<CAPTION>
 TAX-EXEMPT
 YIELD                                 TAXABLE YIELD EQUIVALENT
<S>                      <C>           <C>                   <C>                      <C>                 <C>
 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%
</TABLE>


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

The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Trust shares.

* Some portion of the Trust's income may be subject to the federal
  alternative minimum tax and state and local taxes.

TOTAL RETURN

Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is computed
by multiplying the number of shares owned at the end of the period by the
net asset value per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at
the beginning of the period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment of all dividends and
distributions.
   
For the one-, five-, and ten-year periods ended March 31, 1997 the average
annual total returns for Investment Shares were 2.92%, 2.67% and 3.80%,
respectively. For the one-year period ended March 31, 1997, and for the
period from October 15, 1993 through March 31, 1997, the average annual
total returns for Institutional Service Shares were 3.08% and 2.98%,
respectively.
    
PERFORMANCE COMPARISONS

Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Trust
uses in advertising may include:

  * LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories
    based on total return, which assumes the reinvestment of all income
    dividends and capital gains distributions, if any.
   
  * IBC/DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money
    market funds weekly. Donoghue's Money Market Insight publication reports
    monthly and 12-month-to-date investment results for the same money funds.
    
  * MONEY, a monthly magazine, regularly ranks money market funds in various
    categories based on the latest available seven-day effective yield.

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 Trust portfolio managers and their views and analysis on how
such developments could affect the funds. In addition, advertising and sales
literature may quote statistics and give general information about the
mutual fund industry, including the growth of the industry, from sources
such as the Investment Company Institute.
    
ABOUT FEDERATED INVESTORS

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

The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts,
and traders dedicated to specific market sectors. These traders handle
trillions of dollars in annual trading volume.
   
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1996, Federated Investors managed more
than $50.3 billion in assets across 50 money market funds, including 18
government, 11 prime and 21 municipal with assets approximating $28.0
billion, $12.8 billion and $9.5 billion, respectively.

J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed
income management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international and global portfolios.
    
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 $3.5 trillion to the more than 6,000 funds
available.*
    
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:

INSTITUTIONAL CLIENTS

Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for
a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisors. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.
   
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 Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
    
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   
Federated funds are available to consumers through major brokerage firms
nationwide -- 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 ratings in several surveys
performed by DALBAR, Inc. DALBAR is recognized as the industry benchmark for
service quality measurement. The marketing effort to these firms is headed
by James F. Getz, President, Federated Securities Corp.

FINANCIAL STATEMENTS

The Financial Statements for the fiscal year ended March 31, 1997, are
incorporated herein by reference to the Annual Report to Shareholders of the
Trust dated March 31, 1997 (File Nos. 2-75122 and 811-3337). A copy of the
report may be obtained without charge by contacting the Trust.
    
* Source: Investment Company Institute

APPENDIX

STANDARD & POOR'S RATINGS GROUP SHORT-TERM MUNICIPAL OBLIGATION RATINGS

A Standard & Poor's Ratings Group (S&P) note rating reflects the liquidity
concerns and market access risks unique to notes.

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.

VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS

S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-term
rating) addresses the likelihood of repayment of principal and interest when
due, and the second rating (short-term rating) describes the demand
characteristics. Several examples are AAA/A-L+, AA/A-I+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided
below.)

COMMERCIAL PAPER (CP) RATINGS

An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.

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 as for
issues designated A-1.

LONG-TERM DEBT 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 rate "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest 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.

MOODY'S INVESTORS SERVICE, INC., SHORT-TERM MUNICIPAL OBLIGATION RATINGS

Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG
or VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.

MIG1 -- 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 -- This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity. In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature. The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.

COMMERCIAL PAPER (CP) RATINGS

P-1 -- Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries,
high rates of return on funds employed, conservative capitalization
structure with moderate reliance on debt and ample asset protection, broad
margins in earning coverage of fixed financial charges and high internal
cash generation, well-established access to a range of financial markets and
assured sources of alternate liquidity.

P-2 -- Issuers rated PRIME-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.

LONG-TERM DEBT RATINGS

AAA -- Bonds which are rated AAA are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

AA -- Bonds which are rated AA are judged to be of high quality by all
standards. Together with the AAA group, they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in AAA securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in AAA securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.

NR -- Indicates that both the bonds and the obligor or credit enhancer are
not currently rated by S&P or Moody's with respect to short-term
indebtedness. However, management considers them to be of comparable quality
to securities rated A-1 or P-1.

NR(1) -- The underlying issuer/obligor/guarantor has other outstanding debt
rated "AAA" by S&P or "AAA" by Moody's.
NR(2) -- The underlying issuer/obligor/guarantor has other outstanding debt
rated "AA" by S&P or "AA" by Moody's.

NR(3) -- The underlying issuer/obligor/guarantor has other outstanding debt
rated "A" by S&P or Moody's.
   
FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATING DEFINITIONS

F-1+ -- Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1 -- Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment, only slightly less in degree than issues rated
F-1+.

F-2 -- Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as
great as for issues assigned F-1+ and F-1 ratings.
    




PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits:

          1.   Financial Statements (Incorporated by reference to the
               Annual Report of the Registrant dated March 31, 1997). (File
               Nos. 2-75122 and 811-3337).
          2.   Exhibits:
               a)   Conformed copy of Amended Declaration of Trust of the
                    Registrant; (11)
               b)   Copy of By-Laws of the Registrant; (5)
               c)   Not applicable;
               d)   Copy of Specimen Certificate for Shares of Beneficial
                    Interest of the Registrant; (2)
               e)   Copy of Investment Advisory Contract of the Registrant;
                    (7)
               f)   (i)  Conformed copy of Distributor's Contract     of
                    the Registrant; (10)
                    (ii) The Registrant hereby incorporates the  conformed
                    copy of the specimen Mutual   Funds Sales and Service
                    Agreement; Mutual   Funds Service Agreement and Plan
                         Trustee/Mutual Funds Service Agreement  from Item
                    4(b)(6) of the Cash Trust Series   II Registration
                    Statement of Form N-1A,  filed with the Commission on
                    July 24,  1995.  (File Nos. 33-38550 and 811-6269);
               g)   Not applicable;
               h)   Conformed copy of Custodian Agreement of the
                    Registrant; (11)
               i)   (i)  Conformed copy of Agreement for Fund    Accounting
                    Services, Administrative      Services, Transfer Agency
                    Services, and  Custody Services Procurement; (12)
                    (ii) Conformed copy of Shareholder Services  Agreement;
                    (11)
                    (iii)     The responses described in Item 24(b)(6)
                         are hereby incorporated by reference;
               j)   Conformed copy of Opinion and Consent of Counsel as to
                    legality of shares being registered; (12)
               k)   Conformed copy of Consent of Independent Public
                    Accountants; (+)
               l)   Not applicable;
               m)   Letter Agreement; (3)
               n)   Not applicable;
+  All exhibits have been filed electronically.

2.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 1 to its Registration Statement on Form N-1 Filed on
     August 13, 1982.  (File No. 2-75122 and File No. 811-3337).
3.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 to its Registration Statement on Form N-1 filed on
     November 4, 1982.  (File No. 2-75122 and File No. 811-3337).
5.   Response is incorporated by reference to Registrant's Post-Effective
     Ammendment No. 7 to its Registration Statement on Form N-1A filed on
     July 14, 1987.  (File No. 2-75122 and File No. 811-3337).
7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 to its Registration Statement on Form N-1A filed on
     July 28, 1989.  (File No. 2-75122 and File No. 811-3337).
10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 23 to its Registration Statement on Form N-1A filed on
     May 26, 1994.  (File No. 2-75122 and File No. 811-3337).
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 25 to its Registration Statement on Form N-1A filed on
     May 24, 1995.  (File No. 2-75122 and File No. 811-3337).
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 27 to its Registration Statement on Form N-1A filed on
     May 24, 1996.  (File No. 2-75122 and File No. 811-3337).
               a)   (i)  Copy of Distribution Plan of the   Registrant; (4)
                    (ii) The responses described in Item 24(b)(6)     are
                    hereby incorporated by reference;
               b)   Copy of Schedule of Computation of Yield Calculation;
                    (11)
               c)   Copy of Financial Data Schedule; (+)
               d)   The Registrant hereby incorporates the conformed copy
                    of the specimen Multiple Class Plan from Item 24(b)(18)
                    of the World Investment Series, Inc. Registrations
                    Statement on Form N-1A, filed with the Commission on
                    January 26, 1996  (File Nos. 33-52149 and 811-07141);
               e)   Conformed copy of Power of Attorney. (+)
               f)
          2.             (a)  Financial Statements (Incorporated by
               reference to the Annual Report of Registrant dated March 31,
               1996 (File Nos. 2-75122 and 811-3337)
                         (a)       (b)  Exhibits:
                    (2)            (1)  Conformed Copy of Amended
                         Declaration of Trust of the Registrant (11);
                    (3)            (2)  Copy of By-Laws of Registrant (5);
                    (4)            (3)  Not applicable;
                    (5)            (4)  Copy of Specimen Certificate for
                         Shares of Beneficial Interest of the Registrant
                         (2);
                    (6)            (5)  Copy of Investment Advisory
                         Contract of the Registrant (7);
                              (i)            (6)  (i)  Conformed copy of
                                   Distributor's Contract of the Registrant
                                   (10);
                    (7)            (ii) The Registrant hereby incorporates
                         the conformed copy of the specimen Mutual Funds
                         Sales and Service Agreement; Mutual Funds Service
                         Agreement and Plan Trustee/Mutual Funds Service
                         Agreement from Item 24(b)6 of the Cash Trust
                         Series II Registration Statement of Form N-1A,
                         filed with the Commission on July 24, 1995.  (File
                         Nos. 33-38550 and 811-6269)
                                        (i)            (7)  Not applicable;
                         (b)  (8)...Conformed Copy of Custodian Agreement
                              of the    Registrant (11);
                              (i)            (9)  (i)  Conformed copy of
                                   Agreement for Fund Accounting Services,
                                   Administrative Services,Transfer Agency
                                   Services, and Custody Services
                                   Procurement +;
                    (8)            (ii)  Conformed copy Shareholder
                         Services
                              (i)                 Agreement (11);
                                        (i)       (10) Conformed Copy of
                                             Opinion and Consent of Counsel
                                             as to legality of shares being
                                             registered +;
                                        (ii)      (11) Conformed copy of
                                             Consent of Independent Public
                                             Accountants +;
                                        (iii)     (12) Not applicable;
                                        (iv)      (13) Letter Agreement
                                             (3);
                                        (v)       (14) Not applicable;

+  All exhibits have been filed electronically.
2.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 1 to its Registration Statement on Form N-1 filed on
     August 13, 1982.  (File No. 2-75122 and File No. 811-3337)
3.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 to its Registration Statement on Form N-1 filed on
     November 4, 1982.  (File No. 2-75122 and File No. 811-3337)
5.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 to its Registration Statement on Form N-1A filed on
     July 14, 1987.  (File No. 2-75122 and File No. 811-3337)
7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 to its Registration Statement on Form N-1A filed on
     July 28, 1989.  (File No. 2-75122 and File No. 811-3337).
10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 23 to its Registration Statement on Form N-1A filed on
     May 26, 1994.  (File No. 2-75122 and File No. 811-3337).
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 25 to its Registration Statement on Form N-1A filed on
     May 24, 1995.  (File No. 2-75122 and File No. 811-3337).


                          (15)     (i)  Copy of Distribution Plan of the
                         Registrant (4);
                    (ii)  The responses described in Item 24(b)6 are
                    hereby incorporated by reference.
               (16) Copy of Schedule of Computation of Yield Calculation
                    (11);
               (17) Copy of Financial Data Schedule; +
               (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) Conformed copy of Power of Attorney; +

Item 25.  Persons Controlled by or Under Common Control with Registrant:

          None

Item 26.  Number of Holders of Securities:
                                        Number of Record Holders
          Title of Class                  as of May 87, 19971996

          Shares of Beneficial Interest (no par value)

          Investment Shares                       4,6989,807
          Institutional Service Shares              458613

Item 27.  Indemnification:  (7)


+  All exhibits have been filed electronically.

4.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 to its Registration Statement on Form N-1 filed on
     January 30, 1984.  (File No. 2-75122 and File No. 811-3337).
7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 to its Registration Statement on Form N-1A filed on
     July 28, 1989.  (File No. 2-75122 and File No. 811-3337).
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 25 to its Registration Statement on Form N-1A filed on
     May 24, 1995.  (File No. 2-75122 and File No. 811-3337).

+  All exhibits have been filed electronically.

4.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 to its Registration Statement on Form N-1 filed on
     January 30, 1984.  (File No. 2-75122 and File No. 811-3337)
5.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 to its Registration Statement on Form N-1A filed on
     July 14, 1987.  (File No. 2-75122 and File No. 811-3337)
7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 to its Registration Statement on Form N-1A filed on
     July 28, 1989.  (File No. 2-75122 and File No. 811-3337).
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 25 to its Registration Statement on Form N-1A filed on
     May 24, 1995.  (File No. 2-75122 and File No. 811-3337).


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 "Tax-Free
       Instruments Trust Management."  The remaining Trustee of the
       investment adviser, his position with the investment adviser, and,
       in parentheses, his principal occupation is:  Mark D. Olson
       (Partner, Wilson, Halbrook & Bayard), 107 W. Market Street,
       Georgetown, Delaware  19947.

       The remaining Officers of the investment adviser are: William D.
       Dawson,III, Henry A. Frantzen, and J. Thomas Madden, and Mark L.
       Mallon, Executive Vice Presidents; Peter R. Anderson, Drew J.
       Collins, Jonathan C. Conley, Deborah A. Cunningham, Mark E.
       Durbiano, J. Alan Minteer, Susan M. Nason, and Mary Jo Ochson,
       Senior Vice Presidents; J. Scott Albrecht, Joseph M. Balestrino,
       Randall S. Bauer, David F. Belton, Christine A. Bosio, David A.
       Briggs, Kenneth J. Cody, Alexandre de Bethmann, Linda A. Duessel,
       Michael J. Donnelly, Michael P. Donnelly, Kathleen M. Foody-Malus,
       Thomas M. Franks; Edward C. Gonzales, James E. Grefenstette, Susan
       R. Hill, Stephen A. Keen, Robert M. Kowit, Mark S. Kopinski, Jeff
       A. Kozemchak, Marian R. Marinack, Sandra L. McInerney, Susan M.
       Nason, Robert J. Ostrowski, Charles A. Ritter, Scott B.
       Schermerhorn, Frank Semack, Aash M. Shah, Scott B. Schermerhorn,
       William F. Stotz, Tracy P.Stouffer, Edward J. Tiedge, Paige M.
       Wilhelm, Jolanta M. Wysocka, Vice Presidents; Todd A. Abraham,
       Stafanie L. Bachhuber, Arthur J. Barry, Michael W. Casey, John T.
       Gentry, William R. Jamison, Constantine Kartsonsas, Robert M.
       March, Joseph M. Natoli, Keith J. Sabol, and Michael W. Sirianni,
       Gregg S. Tenser, Assistant Vice Presidents; Stephen A. Keen,
       Secretary; Thomas R. Donahue, Treasurer and Assistant Secretary;
       Richard B. Fisher, Assistant Secretary and Assistant Treasurer;
       Christine I. McGonigle, Assistant Secretary.  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.



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

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




                                        (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant
Richard B. Fisher         Director, Chairman, Chief              Federated
Investors Tower           Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.

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

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

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

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

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

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 Underwriter               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

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

Dale R. Browne            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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





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


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

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

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

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

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

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

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

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

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

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

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



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


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

George D. Riedel          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

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

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

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

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

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

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

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



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


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

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

Matthew S. Propelka       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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


     (c)  Not applicable



Item 30.  Location of Accounts and Records:

          All accounts and records required to be maintained by Section
          31(a) of the Investment Company Act of 1940 and Rules 31a-1
          through 31a-b promulgated thereunder are maintained at one of the
          following locations:

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

          Federated ShareholderServices Company   Federated Investors
          TowerP.O. Box 8600
            Services Company              Pittsburgh, PA  15222-3779
          (Transfer Agent, Dividend       Boston, MA  02266-8600
           Disbursing Agent and Portfolio
           Portfolio Recordkeeper)

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

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

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

Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:

          Registrant hereby undertakes to comply with the provisions of
          Section 16(c) of the 1940 Act with respect to the removal of
          Trustees and the calling of special shareholder meetings by
          shareholders.

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


                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, 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,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 22nd day of May, 1997.

                        TAX-FREE INSTRUMENTS TRUST

               BY: /s/ S. Elliott CohanNicholas J. Seitanakis
               S. Elliott CohanNicholas J. Seitanakis, Assistant Secretary
               Attorney in Fact for John F. Donahue
               May 22, 1997

   Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

   NAME                       TITLE                    DATE

By:/s/ S. Elliott CohanNicholas J. Seitanakis
   S. Elliott CohanNicholas J. Seitanakis         Attorney In Fact    May
22, 1997
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Glen R. Johnson*            President

John W. McGonigleEdward C. Gonzales*    Executive Vice President,
                            Secretary and Treasurer
                            (Principal Financial and
                            Accounting Officer)

Thomas G. Bigley            Trustee

John T. Conroy, Jr.*        Trustee

William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

John E. Murray, Jr.         Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

* By Power of Attorney





                                Exhibit 11 under 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. 29 to Form N-1A Registration Statement of Tax-Free
Instruments Trust of our report dated April 24, 1997, on the financial
statements as of March 31, 1997, included in or made a part of this registration
statement.





                         /s/ Arthur Andersen LLP
                         ARTHUR ANDERSEN LLP




Pittsburgh, Pennsylvania,
May 22, 1997



                                    Exhibit 19 under Form N-1A
                                    Exhibit 24 under Item 601/Reg. S-K


                               POWER OF ATTORNEY


     Each person whose signature appears below hereby constitutes and appoints
the Secretary and Assistant Secretary of TAX-FREE INSTRUMENTS TRUST
                                                        and the Deputy General
Counsel of Federated Services Company, and each of them, their true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for them and in their names, place and stead, in any and all capacities, to sign
any and all documents to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, by means of the Securities and Exchange
Commission's electronic disclosure system known as EDGAR; and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to sign and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.


SIGNATURES                    TITLE                          DATE



/s/ John F. Donahue           Chairman and Trustee    May 1, 1997
John F. Donahue                (Chief Executive Officer)



/s/ Glen R. Johnson           President               May 1, 1997
Glen R. Johnson



/s/ John W. McGonigle         Treasurer, Executive    May 1, 1997
John W. McGonigle             Vice President and Secretary
                              (Principal Financial and
                                 Accounting Officer)


/s/ Thomas G. Bigley          Trustee                 May 1, 1997
Thomas G. Bigley



/s/ John T. Conroy, Jr.       Trustee                 May 1, 1997
John T. Conroy, Jr.



SIGNATURES                    TITLE                          DATE



/s/ William J. Copeland       Trustee                 May 1, 1997
William J. Copeland
/s/ James E. Dowd             Trustee                 May 1, 1997
James E. Dowd



/s/ Lawrence D. Ellis, M.D.   Trustee                 May 1, 1997
Lawrence D. Ellis, M.D.



/s/ Edward L. Flaherty, Jr.   Trustee                 May 1, 1997
Edward L. Flaherty, Jr.



/s/ Peter E. Madden           Trustee                 May 1, 1997
Peter E. Madden



/s/ Gregor F. Meyer           Trustee                 May 1, 1997
Gregor F. Meyer



/s/ John E. Murray, Jr.       Trustee                 May 1, 1997
John E. Murray, Jr.



/s/ Wesley W. Posvar          Trustee                 May 1, 1997
Wesley W. Posvar


/s/ Marjorie P. Smuts         Trustee                 May 1, 1997
Marjorie P. Smuts




Sworn to and subscribed before me this  1st  day of  May        , 1997




/s/ Marie M. Hamm
Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Oct. 9, 2000
Member, Pennsylvania Assocation of Notaries


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Tax-Free Instruments Trust                     
                                Investment Shares                              
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Mar-31-1997                                    
<PERIOD-END>                    Mar-31-1997                                    
<INVESTMENTS-AT-COST>           1,751,300,849                                  
<INVESTMENTS-AT-VALUE>          1,751,300,849                                  
<RECEIVABLES>                   20,976,585                                     
<ASSETS-OTHER>                  3,768,073                                      
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  1,776,045,507                                  
<PAYABLE-FOR-SECURITIES>        5,008,200                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       16,173,108                                     
<TOTAL-LIABILITIES>             21,181,308                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        1,755,308,693                                  
<SHARES-COMMON-STOCK>           1,507,192,636                                  
<SHARES-COMMON-PRIOR>           1,465,798,672                                  
<ACCUMULATED-NII-CURRENT>       5,242                                          
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (449,736)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    1,506,918,391                                  
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               63,110,583                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  12,037,642                                     
<NET-INVESTMENT-INCOME>         51,072,941                                     
<REALIZED-GAINS-CURRENT>        228,552                                        
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           51,301,493                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       41,768,570                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         4,067,609,898                                  
<NUMBER-OF-SHARES-REDEEMED>     4,066,883,584                                  
<SHARES-REINVESTED>             40,667,650                                     
<NET-CHANGE-IN-ASSETS>          (14,984,482)                                   
<ACCUMULATED-NII-PRIOR>         277,807                                        
<ACCUMULATED-GAINS-PRIOR>       (950,853)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           8,802,596                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 15,692,484                                     
<AVERAGE-NET-ASSETS>            1,760,519,288                                  
<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>                 0.71                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   002                                            
     <NAME>                     Tax-Free Instruments Trust                     
                                Institutional Service Shares                   
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Mar-31-1997                                    
<PERIOD-END>                    Mar-31-1997                                    
<INVESTMENTS-AT-COST>           1,751,300,849                                  
<INVESTMENTS-AT-VALUE>          1,751,300,849                                  
<RECEIVABLES>                   20,976,585                                     
<ASSETS-OTHER>                  3,768,073                                      
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  1,776,045,507                                  
<PAYABLE-FOR-SECURITIES>        5,008,200                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       16,173,108                                     
<TOTAL-LIABILITIES>             21,181,308                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        1,755,308,693                                  
<SHARES-COMMON-STOCK>           248,116,057                                    
<SHARES-COMMON-PRIOR>           304,723,055                                    
<ACCUMULATED-NII-CURRENT>       5,242                                          
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (449,736)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    247,945,808                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               63,110,583                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  12,037,642                                     
<NET-INVESTMENT-INCOME>         51,072,941                                     
<REALIZED-GAINS-CURRENT>        228,552                                        
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           51,301,493                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       9,304,371                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         919,228,336                                    
<NUMBER-OF-SHARES-REDEEMED>     977,539,940                                    
<SHARES-REINVESTED>             1,704,606                                      
<NET-CHANGE-IN-ASSETS>          (14,984,482)                                   
<ACCUMULATED-NII-PRIOR>         277,807                                        
<ACCUMULATED-GAINS-PRIOR>       (950,853)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           8,802,596                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 15,692,484                                     
<AVERAGE-NET-ASSETS>            1,760,519,288                                  
<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>                 0.56                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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