FEDERATED INCOME TRUST
485BPOS, 1994-03-25
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                                           1933 Act File No. 2-75366
                                           1940 Act File No. 811-3352
 
                     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.   21                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X   
 
     Amendment No.  19                                                X   
 
                           FEDERATED INCOME TRUST
 
             (Exact Name of Registrant as Specified in Charter)
 
       Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                  (Address of Principal Executive Offices)
 
                               (412) 288-1900
                      (Registrant's Telephone Number)
 
                        John W. McGonigle, Esquire,
                         Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)
 
 It is proposed that this filing will become effective:
 
  X  immediately upon filing pursuant to paragraph (b)
     on _________________ pursuant to paragraph (b)
     60 days after filing pursuant to paragraph (a)
     on                 pursuant to paragraph (a) of Rule 485.
 
 Registrant has filed with the Securities and Exchange Commission a 
 declaration pursuant to Rule 24f-2 under the Investment Company Act of 
 1940, and:
 
  X  filed the Notice required by that Rule on March 15, 1994; 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:
 
 Thomas J. Donnelly, Esquire               Charles H. Morin, Esquire
    Houston, Houston & Donnelly           Dickstein, Shapiro & Morin
 2510 Centre City Tower                    2101 L Street, N.W.
 650 Smithfield Street                     Washington, D.C.  20037
 Pittsburgh, Pennsylvania 15222
 
 
 
                             TABLE OF CONTENTS
 
 
      This Amendment to the Registration Statement of FEDERATED INCOME TRUST 
 consists of one portfolio which is offered in two separate classes of 
 shares known as (a) Institutional Shares and (b) Institutional Service 
 Shares.  A separate prospectus is being filed herewith for each class of 
 shares, and one combined statement of additional information is being filed 
 herewith for both classes of shares.
 
 PART A.   INFORMATION REQUIRED IN A PROSPECTUS.
 
                                           Prospectus Heading
                                           (Rule 404(c) Cross Reference)
 
 Item 1.     Cover Page                    Cover Page.
 Item 2.     Synopsis                      Summary of Fund Expenses.
 Item 3.     Condensed Financial 
             Information                   Financial Highlights; 
                                           Performance Information.
 Item 4.     General Description of 
             Registrant                    General Information; Investment 
                                           Information; Investment Objective; 
                                           Investment Policies;  Investment 
                                           Limitations.
 Item 5.     Management of the Fund        Trust Information; Management of the 
                                          Trust; Distribution of  Institutional 
                                           Shares/Institutional Service Shares; 
                                         (b) Distribution Plan; (a) Shareholder 
                                           Services Plan; Administration of the 
                                           Fund; 
 
 Item 6.     Capital Stock and Other
            Securities                    Dividends; Capital Gains; Shareholder 
                                           Information; Voting Rights; 
                                           Massachusetts Partnership Law; Tax 
                                           Information; Federal Income Tax; 
                                           Pennsylvania Corporate and Personal 
                                           Property Taxes.
 Item 7.     Purchase of Securities Being
             Offered                       Investing in the Institutional 
                                           Shares/Institutional Service Shares; 
                                           Share Purchases; Minimum Investment 
                                         Required; What Shares Cost; Exchanging 
                                           Securities for Institutional 
                                           Shares/Institutional Service Shares; 
                                           Subaccounting Services; Certificates 
                                           and Confirmations; Net Asset Value.
 Item 8.     Redemption or Repurchase      Redeeming Institutional 
                                           Shares/Institutional Service Shares; 
                                           Telephone Redemption; Written 
                                           Requests; Accounts With Low Balances.
 Item 9.     Pending Legal Proceedings     None.
 
 PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
 
 Item 10.    Cover Page                    Cover Page.
 Item 11.    Table of Contents             Table of Contents.
 Item 12.    General Information and 
             History                       General Information About the Trust.
 Item 13.    Investment Objectives and
             Policies                      Investment Objective and Policies.
 Item 14.    Management of the Fund        Trust Management.
 Item 15.    Control Persons and Principal
             Holders of Securities         Fund Ownership.
 Item 16.    Investment Advisory and Other
             Services                      Investment Advisory Services; 
                                           Administrative Services.
 Item 17.    Brokerage Allocation          Brokerage Transactions.
 Item 18.    Capital Stock and Other 
             Securities                    Not Applicable.
 Item 19.    Purchase, Redemption and Pricing 
             of Securities Being Offered   Purchasing Shares; Exchanging 
                                           Securities for Trust Shares; 
                                         Determining Net Asset Value; Redeeming 
                                           Shares.
 Item 20.    Tax Status                    Tax Status.
 Item 21.    Underwriters                  Not applicable.
 Item 22.    Calculation of Performance 
             Data                          Total Return; Yield; Performance 
                                           Comparisons.
 Item 23.    Financial Statements          (Filed in Part A)
 
 
Federated Income Trust
Institutional Shares
Prospectus

The Institutional Shares of Federated Income Trust (the "Trust") offered by
this prospectus represent interests in a diversified portfolio of securities
(the "Fund"). The Trust is a no-load, open-end, diversified management
investment company (a mutual fund). The investment objective of the Fund is to
provide current income. The Fund pursues this investment objective by investing
in U.S. government securities. As of the date of this prospectus, it is
anticipated that the Fund will invest primarily in securities of U.S.
government agencies or instrumentalities, such as the Federal Home Loan
Mortgage Corporation. Institutional Shares are sold at net asset value.

   
The Institutional Shares offered by this prospectus are not deposits or
obligations of any bank, are not endorsed or guaranteed by any bank, and are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other government agency. Investment in these Institutional Shares
involves investment risks, including the possible loss of principal.

This prospectus contains the information you should read and know before you
invest in Institutional Shares of the Fund. Keep this prospectus for future
reference.

The Fund has also filed a Combined Statement of Additional Information for
Institutional Shares and Institutional Service Shares dated March 31, 1994, with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference into
this prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
Prospectus dated March 31, 1994
    


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

   
Financial Highlights                                                           2
    
- ------------------------------------------------------

General Information                                                            3
- ------------------------------------------------------

Investment Information                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    4
       CMOs                                                                    4
       Repurchase Agreements                                                   5
     Characteristics of Mortgage-Backed
       Securities                                                              5
     When-Issued and Delayed Delivery
       Transactions                                                            5
  Investment Limitations                                                       6

Trust Information                                                              6
- ------------------------------------------------------

  Management of the Trust                                                      6
     Board of Trustees                                                         6
     Investment Adviser                                                        6
       Advisory Fees                                                           6
       Adviser's Background                                                    6
   
     Other Payments to Financial Institutions                                  7
    
  Distribution of Institutional Shares                                         7
  Administration of the Fund                                                   7
     Administrative Services                                                   7
   
     Shareholder Services Plan                                                 7
    
     Custodian                                                                 8
   
     Transfer Agent and Dividend
       Disbursing Agent                                                        8
    
     Legal Counsel                                                             8
     Independent Auditors                                                      8

Net Asset Value                                                                8
- ------------------------------------------------------

Investing in Institutional Shares                                              8
- ------------------------------------------------------

  Share Purchases                                                              8
     By Wire                                                                   8
     By Mail                                                                   8
  Minimum Investment Required                                                  9
  What Shares Cost                                                             9
  Exchanging Securities for Fund Shares                                        9
  Subaccounting Services                                                       9
  Certificates and Confirmations                                              10
  Dividends                                                                   10
  Capital Gains                                                               10

Redeeming Institutional Shares                                                10
- ------------------------------------------------------

  Telephone Redemption                                                        10
  Written Requests                                                            11
     Signatures                                                               11
     Receiving Payment                                                        11
  Accounts with Low Balances                                                  11

Shareholder Information                                                       11
- ------------------------------------------------------

  Voting Rights                                                               11
  Massachusetts Partnership Law                                               12

Tax Information                                                               12
- ------------------------------------------------------

  Federal Income Tax                                                          12
  Pennsylvania Corporate and Personal
     Property Taxes                                                           12

Other Classes of Shares                                                       13
- ------------------------------------------------------

   
Performance Information                                                       13
- ------------------------------------------------------

  Financial Highlights--
    
     Institutional Service Shares                                             14

Financial Statements                                                          15
- ------------------------------------------------------

Independent Auditors' Report                                                  26
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------


Summary of Fund Expenses--Institutional Shares
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                 <C>        <C>
                                            Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)........................................................................       None
Maximum Sales Load 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 Institutional Shares Operating Expenses
                                        (As a percentage of average net assets)
Management Fee...............................................................................................       0.40%
12b-1 Fee....................................................................................................       None
Total Other Expenses.........................................................................................       0.17%
     Shareholder Servicing Fee (1)................................................................       0.05%
          Total Institutional Shares Operating Expenses (2)..................................................       0.57%
</TABLE>

   
(1) The maximum shareholder servicing fee is 0.25%.

(2) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ended January 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.51% for the fiscal
    year ended January 31, 1994.

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

<TABLE>
<CAPTION>
EXAMPLE                                                                  1 year     3 years    5 years    10 years
<S>                                                                     <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time
period................................................................     $6         $18        $32        $71
</TABLE>

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

   
     The information set forth in the foregoing table and example relates only
to Institutional Shares of the Fund. The Fund also offers another class of
shares called Institutional Service Shares. Institutional Shares and
Institutional Service Shares are subject to certain of the same expenses;
however, Institutional Service Shares are subject to a 12b-1 fee of 0.25%. See
"Other Classes of Shares."
    

   
Federated Income Trust
Financial Highlights--Institutional Shares
- --------------------------------------------------------------------------------
(For a share outstanding throughout each period)

Reference is made to the Independent Auditor's Report on page 26.
    

<TABLE>
<CAPTION>
                                                              Year Ended January 31,
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           1994       1993       1992       1991       1990       1989       1988       1987       1986
Net asset value,
beginning of period      $   10.73  $   10.66  $   10.42  $   10.18  $   10.05  $   10.43  $   10.74  $   10.87  $   10.50
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        0.77       0.80       0.89       0.93       0.94       0.95       0.99       1.03       1.19
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments              (0.23)      0.07       0.24       0.24       0.13      (0.38)     (0.31)     (0.05)      0.37
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from investment
 operations                   0.54       0.87       1.13       1.17       1.07       0.57       0.68       0.98       1.56
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (0.77)     (0.80)     (0.89)     (0.93)     (0.94)     (0.95)     (0.99)     (1.04)     (1.19)
- -----------------------
 Distributions to
 shareholders from net
 realized gain on
 investment
 transactions               --         --         --         --         --         --         --          (0.07)    --
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total distributions          (0.77)     (0.80)     (0.89)     (0.93)     (0.94)     (0.95)     (0.99)     (1.11)     (1.19)
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of
period                   $   10.50  $   10.73  $   10.66  $   10.42  $   10.18  $   10.05  $   10.43  $   10.74  $   10.87
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total return*                 5.22%      8.51%     11.27%     12.01%     11.04%      5.75%      6.79%      9.52%     15.66%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.51%      0.51%      0.50%      0.50%      0.53%      0.52%      0.50%      0.54%      0.57%
- -----------------------
 Net investment income        7.28%      7.53%      8.41%      9.06%      9.23%      9.33%      9.49%      9.47%     11.13%
- -----------------------
 Expense waiver/
 reimbursement(a)           --         --         --         --         --         --         --         --         --
- -----------------------
Supplemental Data
- -----------------------
 Net assets, end of
 period (000 omitted)   $1,727,247 $1,548,858 $1,231,978   $892,255 $1,023,886 $1,196,585 $1,376,895 $1,169,155   $270,612
- -----------------------
 Portfolio turnover
 rate                          178%        52%        51%        36%        45%        77%        92%       146%       235%
- -----------------------

<CAPTION>
<S>                      <C>
                           1985
Net asset value,
beginning of period      $   10.38
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        1.23
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.12
- -----------------------  ---------
 Total from investment
 operations                   1.35
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (1.23)
- -----------------------
 Distributions to
 shareholders from net
 realized gain on
 investment
 transactions               --
- -----------------------  ---------
Total distributions          (1.23)
- -----------------------  ---------
Net asset value, end of
period                   $   10.50
- -----------------------  ---------
Total return*                14.31%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.49%
- -----------------------
 Net investment income       12.41%
- -----------------------
 Expense waiver/
 reimbursement(a)             0.15%
- -----------------------
Supplemental Data
- -----------------------
 Net assets, end of
 period (000 omitted)     $225,935
- -----------------------
 Portfolio turnover
 rate                          174%
- -----------------------
</TABLE>

 * Based on net asset value which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

   
(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 5).

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

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended January 31, 1994, 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 Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Shares and Institutional Service Shares. This prospectus
relates only to Institutional Shares of the Fund.

Institutional Shares ("Shares") are sold primarily to accounts for which
financial institutions act in a fiduciary or agency capacity as a convenient
means of accumulating an interest in a professionally managed, diversified
portfolio of U.S. government securities. A minimum initial investment of $25,000
over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

   
The investment objective of the Fund is current income. The investment objective
may not be changed without the approval of shareholders. The Fund pursues this
investment objective by investing in U.S. government securities and certain
collateralized mortgage obligations ("CMOs"). While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
    

Investment Policies

   
As a matter of investment policy which may be changed without shareholder
approval, the Fund will limit its investments to those that are permitted for
purchase by federal savings associations pursuant to applicable rules,
regulations, or interpretations of the Office of Thrift Supervision and by
federal credit unions under the Federal Credit Union Act and the rules,
regulations, and interpretations of the National Credit Union Administration.
Should additional permitted investments be allowed as a result of future changes
in applicable regulations or federal laws, the Fund reserves the right, without
shareholder approval, to make such investments consistent with the Fund's
investment objective, policies, and limitations. Further, should existing
statutes or regulations change so as to cause any securities held by the Fund to
become ineligible for purchase by federal savings associations or federal credit
unions, the Fund will dispose of those securities at times advantageous to the
Fund.

As operated within the above limitation, the Fund may also to serve as an
appropriate vehicle for a national bank as an investment for its own account.

Except as otherwise noted, the investment policies and limitations described
below cannot be changed without approval of shareholders:
    

     Acceptable Investments.  The U.S. government securities in which the Fund
     invests are either issued or guaranteed by the U.S. government, its
     agencies, or instrumentalities. The securities in which the Fund may invest
     are limited to:

      direct obligations of the U.S. Treasury such as U.S. Treasury bills,
      notes, and bonds; and

      notes, bonds, and discount notes of U.S. government agencies or
      instrumentalities such as Federal Home Loan Banks, Federal National
      Mortgage Association, Government National Mortgage Association, Banks for
      Cooperatives (including Central Bank for Cooperatives), Federal Land
      Banks, Federal Intermediate Credit Banks, Tennessee Valley Authority,
      Export-Import Bank of the United States, Commodity Credit Corporation,
      Federal Financing Bank, The Student Loan Marketing Association, Federal
      Home Loan Mortgage Corporation, or National Credit Union Administration.

     Some obligations issued or guaranteed by agencies or instrumentalities of
     the U.S. government, such as Government National Mortgage Association
     participation certificates, are backed by the full faith and credit of the
     U.S. Treasury. No assurances can be given that the U.S. government will
     provide financial support to other agencies or instrumentalities, since it
     is not obligated to do so. These instruments are supported by:

      the issuer's right to borrow an amount limited to a specific line of
      credit from the U.S. Treasury;

      the discretionary authority of the U.S. government to purchase certain
      obligations of an agency or instrumentality; or

      the credit of the agency or instrumentality.

   
     CMOs.  CMOs are bonds issued by single-purpose stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry and
     may meet the Internal Revenue Code requirements to be classified as real
     estate mortgage investment conduits. Most of the CMOs in which the Fund
     would invest use the same basic structure:
    

      Several classes of securities are issued against a pool of mortgage
      collateral. The most common structure contains four classes of securities:
      The first three (A, B, and C bonds) pay interest at their stated rates
      beginning with the issue date; the final class (or Z bond) typically
      receives the residual income from the underlying investments after
      payments are made to the other classes.

      The cash flows from the underlying mortgages are applied first to pay
      interest and then to retire securities.

      The classes of securities are retired sequentially. All principal payments
      are directed first to the shortest-maturity class (or A bonds). When those
      securities are completely retired, all principal payments are then
      directed to the next-shortest-maturity security (or B bond.) This process
      continues until all of the classes have been paid off.

     Because the cash flow is distributed sequentially instead of pro rata as
     with pass-through securities, the cash flows and average lives of CMOs are
     more predictable, and there is a period of time during which the investors
     in the longer-maturity classes receive no principal paydowns. The
     interest portion of these payments is distributed by the Fund as income and
     the capital portion is reinvested.

     The Fund will invest only in CMOs which are rated AAA by a nationally
     recognized rating agency, and which may be: (a) collateralized by pools of
     mortgages in which each mortgage is guaranteed as to payment of principal
     and interest by an agency or instrumentality of the U.S. government; (b)
     collateralized by pools of mortgages in which payment of principal and
     interest is guaranteed by the issuer and such guarantee is collateralized
     by U.S. government securities; or (c) securities in which the proceeds of
     the issuance are invested in mortgage securities and payment of the
     principal and interest are supported by the credit of an agency or
     instrumentality of the U.S. government.

     Repurchase Agreements.  Repurchase agreements are arrangements in which
     banks, broker/dealers, and other recognized financial institutions sell
     U.S. government securities or other securities to the Fund and agree at the
     time of sale to repurchase them at a mutually agreed upon time and price.
     To the extent that the original seller does not repurchase the securities
     from the Fund, the Fund could receive less than the repurchase price on any
     sale of such securities.

     As a matter of investment practice, which can be changed without
     shareholder approval, the Fund will not invest more than 15% of its net
     assets in repurchase agreements providing for settlement in more than seven
     days after notice.

Characteristics of Mortgage-Backed Securities.  Some of the U.S. government
securities in which the Fund will invest can represent an undivided interest in
a pool of residential mortgages or may be collateralized by a pool of
residential mortgages ("mortgage-backed securities"). Mortgage-backed securities
have yield and maturity characteristics corresponding to the underlying
mortgages. Distributions to holders of mortgage-backed securities include both
interest and principal payments. Principal payments represent the amortization
of the principal of the underlying mortgages and any prepayments of principal
due to prepayment, refinancing, or foreclosure of the underlying mortgages.
Although maturities of the underlying mortgage loans may range up to 30 years,
amortization and prepayments substantially shorten the effective maturities of
mortgage-backed securities. Due to these features, mortgage-backed securities
are less effective as a means of "locking in" attractive long-term interest
rates than fixed-income securities which pay only a stated amount of interest
until maturity, when the entire principal amount is returned. This is caused by
the need to reinvest at lower interest rates both distributions of principal
generally and significant prepayments which become more likely as mortgage
interest rates decline. Since comparatively high interest rates cannot be
effectively "locked in", mortgage-backed securities may have less potential for
capital appreciation during periods of declining interest rates than other
non-callable fixed-income government securities of comparable stated maturities.
However, mortgage-backed securities may experience less pronounced declines in
value during periods of rising interest rates.

   
When-Issued and Delayed Delivery Transactions.  The Fund may purchase U.S.
government obligations on a when-issued or delayed delivery basis. In
when-issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction may
cause the Fund to miss a price or yield considered to be advantageous.
    

Investment Limitations

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of those assets to secure such
borrowings.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

Investment Adviser.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Management, the Fund's
investment adviser (the "Adviser"), subject to direction by the Trustees. The
Adviser continually conducts investment research and supervision for the Fund
and is responsible for the purchase and sale of portfolio instruments, for which
it receives an annual fee from the Fund.

     Advisory Fees.  The Fund's Adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The Adviser
     has undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     Adviser's Background.  Federated Management, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

   
     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. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

     Gary J. Madich has been the Fund's co-portfolio manager since February,
     1987. Mr. Madich joined Federated Investors in 1984 and has been a Senior
     Vice President of the Fund's investment adviser since 1993. Mr. Madich
     served as a Vice President of the Fund's investment adviser from 1988 until
     1993. Mr. Madich is a Chartered Financial Analyst and received his M.B.A.
     in Public Finance from the University of Pittsburgh.

     Kathleen M. Foody-Malus has been the Fund's co-portfolio manager since
     April, 1990.
     Ms. Foody-Malus joined Federated Investors in 1983 and has been a Vice
     President of the Fund's investment adviser since 1993. Ms. Foody-Malus
     served as an Assistant Vice President of the investment adviser from 1990
     until 1992, and from 1986 until 1989 she acted as an investment analyst.
     Ms. Foody-Malus received her M.B.A. in Accounting/Finance from the
     University of Pittsburgh.

Other Payments to Financial Institutions.  In addition to periodic payments to
financial institutions under the Shareholder Services Plans, certain financial
institutions may be compensated by the adviser or its affiliates for the
continuing investment of customers' assets in certain funds, including the Fund,
advised by those entities. These payments will be made directly by the
distributor or adviser from their assets, and will not be made from the assets
of the Fund or by the assessment of a sales charge on Shares.
    

Distribution of Institutional Shares

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

Administration of the Fund

   
Administrative Services.  Federated Administrative Services, a subsidiary of
Federated Investors, provides adminstrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate, which
relates to the average aggregate daily net assets of all funds advised by
subsidiaries of Federated Investors ("Federated Funds") as specified below:
    

<TABLE>
<CAPTION>
        Maximum                Average Aggregate Daily Net
  Administrative Fee          Assets of the Federated Funds
<C>                      <S>
      0.15 of 1%         on the first $250 million
      0.125 of 1%        on the next $250 million
      0.10 of 1%         on the next $250 million
      0.075 of 1%        on assets in excess of $750 million
</TABLE>

   
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

Shareholder Services Plan. _The Trust has adopted a Shareholder Services Plan
(the "Services Plan") under which it may make payments up to 0.25 of 1% of the
average daily net asset value of the Fund to obtain certain personal service for
shareholders and the maintenance of shareholder accounts ("shareholder
services"). The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
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
Serivces.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.
    

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania and Dickstein, Shapiro & Morin, Washington, D.C.

Independent Auditors.  The independent auditors for the Fund are Deloitte &
Touche, Boston, Massachusetts.

Net Asset Value
- --------------------------------------------------------------------------------

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

Investing in Institutional Shares
- --------------------------------------------------------------------------------

Share Purchases

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

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken over the telephone.
The Fund reserves the right to reject any purchase request.

   
By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Boston time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Boston
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Income Trust--Institutional
Shares; Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Institutional Shares cannot be purchased by wire on
days on which the New York Stock Exchange is closed and on federal holidays
restricting wire transfers.

By Mail.  To purchase Shares by mail, send a check made payable to Federated
Income Trust-- Institutional Shares to Federated Services Company, c/o State
Street Bank and Trust Company, P.O.
Box 8602, Boston, Massachusetts 02266-8602. Orders by mail are considered
received after payment by check is converted by State Street Bank into federal
funds. This is normally the next business day after State Street Bank receives
the check.
    

Minimum Investment Required

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

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

The net asset value is determined at 4:00 p.m. (Boston time), Monday through
Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no Shares are tendered for redemption and no orders to
purchase Shares are received; and (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

Exchanging Securities For Fund Shares

Investors may exchange certain U.S. government securities or a combination of
securities and cash for Shares. The securities and any cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Investors wishing to
exchange securities should first contact Federated Securities Corp.

   
Shares purchased by exchange of U.S. government securities cannot be redeemed by
telephone for five business days to allow time for the transfer to settle.
    

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Institutions holding
Shares in a fiduciary, agency, custodial, or similar capacity may charge or pass
through subaccounting fees as part of or in addition to normal trust or agency
account fees. They may also charge fees for other services provided which may be
related to the ownership of Shares. This prospectus should, therefore, be read
together with any agreement between the customer and the institution with regard
to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Certificates and Confirmations

   
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.
    

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during the
month.

Dividends

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

Capital Gains

Capital gains realized by the Fund, if any, are distributed at least once every
12 months.

Redeeming Institutional Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at the net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.

Telephone Redemption

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

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

   
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "Written Requests," should be considered. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.
    

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name, his account number,
and the share or dollar amount requested. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request.

Signatures.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

      a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF"), which is administered by the Federal Deposit
      Insurance Corporation ("FDIC");

   
      a member of the New York, American, Boston, Midwest, or Pacific Stock
      Exchange;
    

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

      any other "eligible guarantor institution," as defined in the Securities
      Exchange Act of 1934.

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

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

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

   
Accounts with Low Balances
    

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum of $25,000 due to shareholder
redemptions. This requirement does not apply, however, if the balance falls
below $25,000 because of changes in the Fund's net asset value.

Before Shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional Shares to meet the minimum
requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

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

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 such acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument that the Trust or its
Trustees enter into or sign on behalf of the Fund.

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

Tax Information
- --------------------------------------------------------------------------------

Federal Income Tax

The Fund 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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

Pennsylvania Corporate and Personal Property Taxes

   
In the opinion of Houston, Houston & Donnelly, counsel to the Trust:
    

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

      Fund 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 Fund would be subject to such taxes if
      owned directly by residents of those jurisdictions.

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
- --------------------------------------------------------------------------------

Institutional Service Shares are sold primarily to retail and private banking
customers of financial institutions. Institutional Service Shares are sold at
net asset value. Investments in Institutional Service Shares are subject to a
minimum initial investment of $25,000.

Institutional Service Shares are distributed pursuant to a 12b-1 Plan adopted by
the Trust whereby the distributor is paid a fee of .25 of 1% of the
Institutional Service Shares' average daily net assets.

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

The amount of dividends payable to Institutional Shares will exceed that of
Institutional Service Shares by the difference between Class Expenses and
distribution and shareholder service expenses borne by shares of each respective
class.
    

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

Performance Information
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return and yield for Shares.

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

   
The yield of Shares of the Fund is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by Shares over a thirty-day period by the offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

Total return and yield will be calculated separately for Institutional Shares
and Institutional Service Shares. Because Institutional Service Shares are
subject to a 12b-1 fee, the total return and yield for Institutional Shares, for
the same period, will exceed that of Institutional Service Shares.

Institutional Shares are sold without any sales load or other similar
non-recurring charges.

   
From time to time, the Fund may advertise the performance of Institutional
Shares using certain financial publications and/or compare the performance of
Institutional Shares to certain indices.
    

   
Federated Income Trust
Financial Highlights--Institutional Service Shares
- --------------------------------------------------------------------------------
(For a share outstanding throughout each period)

Reference is made to the Independent Auditor's Report on page 26.
    

<TABLE>
<CAPTION>
                                                                                                   Year Ended
                                                                                                  January 31,
<S>                                                                                           <C>        <C>
                                                                                                1994       1993*
Net asset value, beginning of period                                                          $   10.73  $   10.64
- --------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            0.75       0.51
- --------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                          (0.23)      0.09
- --------------------------------------------------------------------------------------------  ---------  ---------
  Total from investment operations                                                                 0.52       0.60
- --------------------------------------------------------------------------------------------
Less distributions
- --------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                            (0.75)     (0.51)
- --------------------------------------------------------------------------------------------  ---------  ---------
Net asset value, end of period                                                                $   10.50  $   10.73
- --------------------------------------------------------------------------------------------  ---------  ---------
Total return**                                                                                     4.96%      4.80%
- --------------------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------------------
  Expenses                                                                                         0.76%      0.76%(a)
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            7.03%      7.16%(a)
- --------------------------------------------------------------------------------------------
Supplemental Data
- --------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                       $67,176    $53,981
- --------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                           178%        52%
- --------------------------------------------------------------------------------------------
</TABLE>

   
 * Reflects operations for the period from May 31, 1992 (effective date of
   Institutional Service Shares) to January 31, 1993.

 ** Based on net asset value which does not reflect the sales load or contingent
    deferred sales charge, if applicable.

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended January 31, 1994, which can be obtained
free of charge.
    


   
Federated Income Trust
Portfolio of Investments
January 31, 1994
- --------------------------------------------------------------------------------

The obligations listed below are issued, guaranteed, or insured by the U.S.
government, its agencies or instrumentalities, or secured by such obligations.
    

<TABLE>
<CAPTION>
   Principal
    Amount                                                                                            Value
<C>              <S>                                                                            <C>
- ---------------  -----------------------------------------------------------------------------  -----------------
Long-Term Obligations--97.0%
- ----------------------------------------------------------------------------------------------
                 *Federal Home Loan Mortgage Corp. PC--25.3%
                 -----------------------------------------------------------------------------
$     7,537,051  12.50%, 11/1/2009-6/1/2015                                                     $       8,575,732
                 -----------------------------------------------------------------------------
     18,256,906  12.00%, 5/1/1999-7/1/2019                                                             20,653,125
                 -----------------------------------------------------------------------------
      8,706,322  11.50%, 3/1/2011-7/1/2016                                                              9,770,060
                 -----------------------------------------------------------------------------
     10,089,119  11.00%, 5/1/2000-9/1/2020                                                             11,266,127
                 -----------------------------------------------------------------------------
     60,872,762  10.50%, 1/1/1999-1/1/2021                                                             67,529,873
                 -----------------------------------------------------------------------------
     58,798,990  10.00%, 10/1/2020-6/1/2021                                                            64,561,267
                 -----------------------------------------------------------------------------
     49,686,875  9.50%, 10/1/2006-12/1/2022                                                            53,706,375
                 -----------------------------------------------------------------------------
      5,990,813  9.00%, 4/1/2009-2/1/2013                                                               6,374,584
                 -----------------------------------------------------------------------------
    152,220,776  7.00%, 1/1/1999-10/1/2007                                                            156,318,210**
                 -----------------------------------------------------------------------------
     24,500,000  6.00%, 1/1/2001                                                                       25,051,250
                 -----------------------------------------------------------------------------
     30,305,271  5.50%, 11/1/2000-12/1/2000                                                            30,561,047
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                454,367,650
                 -----------------------------------------------------------------------------  -----------------
                 *Federal Home Loan Mortgage Corp. REMIC--14.4%
                 -----------------------------------------------------------------------------
     27,560,000  9.50%, Series 188G, 9/15/2021                                                          7,830,347
                 -----------------------------------------------------------------------------
      5,605,556  9.00%, Series 1136Y, 9/15/2021                                                         1,277,899
                 -----------------------------------------------------------------------------
     13,565,444  9.00%, Series 187G, 8/15/2021                                                          2,567,667
                 -----------------------------------------------------------------------------
     25,000,000  7.00%, Series 1072G, 5/15/2006                                                        25,643,250
                 -----------------------------------------------------------------------------
     10,920,000  7.00%, Series 1080D, 7/15/2020                                                        11,172,471
                 -----------------------------------------------------------------------------
     20,000,000  6.90%, Series 1551G, 7/15/2008                                                        20,295,800
                 -----------------------------------------------------------------------------
     10,000,000  6.60%, Series 1559VH, 12/15/2021                                                       9,976,100
                 -----------------------------------------------------------------------------
     18,453,000  6.50%, Series 1369G, 3/15/2006                                                        18,785,523
                 -----------------------------------------------------------------------------
     20,000,000  6.50%, Series 1450E, 9/15/2004                                                        20,438,400
                 -----------------------------------------------------------------------------
     43,116,000  6.375%, Series 1423-DD, 1/15/2006                                                     43,220,772
                 -----------------------------------------------------------------------------
$    25,000,000  6.25%, Series 1564G, 5/15/2007                                                 $      24,986,000
                 -----------------------------------------------------------------------------
     10,000,000  6.00%, Series 1476G, 4/15/2006                                                         9,809,300
                 -----------------------------------------------------------------------------
     16,153,000  6.00%, Series 1584G, 9/1/2018                                                         15,850,939
                 -----------------------------------------------------------------------------
     15,000,000  5.90%, Series 1612-PE, 11/15/2007                                                     14,805,900
                 -----------------------------------------------------------------------------
     31,678,000  5.50%, Series 1353B, 6/15/2006                                                        31,150,245
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                257,810,613
                 -----------------------------------------------------------------------------  -----------------
                 *Federal Home Loan Mortgage Corp. PC ARM--6.5%
                 -----------------------------------------------------------------------------
      2,260,486  5.25%, 6/1/2018                                                                        2,331,827
                 -----------------------------------------------------------------------------
      4,880,792  4.697%, 3/1/2023                                                                       5,034,829
                 -----------------------------------------------------------------------------
      4,517,547  4.349%, 3/1/2023                                                                       4,641,780
                 -----------------------------------------------------------------------------
     16,644,474  4.32%, 4/1/2023                                                                       17,273,801
                 -----------------------------------------------------------------------------
     44,067,219  4.251%, 5/1/2023                                                                      45,609,571
                 -----------------------------------------------------------------------------
      4,988,678  4.25%, 7/1/2023                                                                        5,138,339
                 -----------------------------------------------------------------------------
      4,831,225  4.164%, 9/1/2023                                                                       4,475,728
                 -----------------------------------------------------------------------------
     14,511,704  4.156%, 7/1/2023                                                                      14,933,414
                 -----------------------------------------------------------------------------
      9,879,666  4.125%, 6/1/2023                                                                      10,182,280
                 -----------------------------------------------------------------------------
      6,531,528  4.117%, 3/1/2023                                                                       6,715,260
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                116,336,829
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association--40.5%
                 -----------------------------------------------------------------------------
      2,838,173  13.00%, 9/1/2011-10/1/2015                                                             3,268,327
                 -----------------------------------------------------------------------------
      9,589,953  12.50%, 12/1/2010-11/1/2015                                                           11,025,377
                 -----------------------------------------------------------------------------
      8,755,263  12.00%, 2/1/2005-5/1/2016                                                             10,011,030
                 -----------------------------------------------------------------------------
     20,439,393  11.50%, 5/1/2012-2/1/2016                                                             23,262,951
                 -----------------------------------------------------------------------------
     22,818,134  11.00%, 7/1/2011-5/1/2023                                                             25,680,384
                 -----------------------------------------------------------------------------
     41,683,644  10.50%, 12/1/2019-4/1/2022                                                            46,555,212
                 -----------------------------------------------------------------------------
    121,492,725  10.00%, 5/1/2019-5/1/2023                                                            134,237,886
                 -----------------------------------------------------------------------------
      3,548,827  9.50%, 7/1/2018-11/1/2019                                                              3,788,373
                 -----------------------------------------------------------------------------
$    12,609,162  9.00%, 5/1/2009-2/1/2013                                                       $      13,539,088
                 -----------------------------------------------------------------------------
      2,573,700  8.00%, 1/1/2023-4/1/2023                                                               3,400,890
                 -----------------------------------------------------------------------------
    101,923,080  7.50%, 3/1/2010-9/1/2023                                                             106,371,586
                 -----------------------------------------------------------------------------
    146,539,120  7.00%, 1/1/1999-12/31/1999                                                           150,786,017**
                 -----------------------------------------------------------------------------
    141,764,910  6.50%, 10/25/2008-12/1/2008                                                          144,954,620
                 -----------------------------------------------------------------------------
     49,000,000  6.00%, 1/1/2001                                                                       50,010,870
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                726,892,611
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association REMIC--5.9%
                 -----------------------------------------------------------------------------
     15,118,567  9.00%, Series 1991-82PQ, 8/25/2021                                                     2,097,701
                 -----------------------------------------------------------------------------
     10,000,000  7.00%, Series 1992-15E, 9/25/2018                                                     10,231,700
                 -----------------------------------------------------------------------------
     11,393,000  6.50%, Series 1993-55K, 5/25/2008                                                     11,278,614
                 -----------------------------------------------------------------------------
     19,716,180  6.00%, Series 1993-229J, 12/25/2008                                                   19,712,829
                 -----------------------------------------------------------------------------
     15,000,000  6.00%, Series 1993-96PG, 2/25/2019                                                    14,761,500
                 -----------------------------------------------------------------------------
     12,203,000  5.90%, Series 1993-197PG, 9/25/2007                                                   11,989,814
                 -----------------------------------------------------------------------------
     21,000,000  5.50%, Series 1993-198G, 5/25/2019                                                    20,115,480
                 -----------------------------------------------------------------------------
     15,000,000  4.75%, Series 1993-189PB, 5/25/2007                                                   14,963,850
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                105,151,488
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association ARM--4.4%
                 -----------------------------------------------------------------------------
     10,348,246  5.50%, 12/1/2022                                                                      10,716,954
                 -----------------------------------------------------------------------------
     10,428,789  4.97%, 3/1/2023                                                                       10,757,922
                 -----------------------------------------------------------------------------
      4,687,084  4.133%, 9/1/2023                                                                       4,795,497
                 -----------------------------------------------------------------------------
      6,830,775  4.094%, 7/1/2023                                                                       7,010,083
                 -----------------------------------------------------------------------------
     26,154,232  4.062%, 6/1/2023                                                                      26,906,166
                 -----------------------------------------------------------------------------
     11,785,746  4.058%, 7/1/2023                                                                      12,132,012
                 -----------------------------------------------------------------------------
      5,968,362  4.009%, 9/1/2023                                                                       6,113,870
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                 78,432,504
                 -----------------------------------------------------------------------------  -----------------
                 Total Long-Term Obligations (identified cost, $1,742,565,541)                      1,738,991,695
                 -----------------------------------------------------------------------------  -----------------
(a) Repurchase Agreements--14.5%
- ----------------------------------------------------------------------------------------------
$     9,865,000  J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94,
                 due 2/1/94 (b)                                                                 $       9,865,000
                 -----------------------------------------------------------------------------
    250,000,000  \Kidder Peabody & Co. Inc., 3.15%, dated 1/13/94, due
                 2/14/94                                                                              250,000,000
                 -----------------------------------------------------------------------------  -----------------
                 Total Repurchase Agreements (at amortized cost) (Note 2B)                            259,865,000
                 -----------------------------------------------------------------------------  -----------------
                 Total Investments (identified cost, $2,002,430,541)                            $   1,998,856,695\\
                 -----------------------------------------------------------------------------  -----------------
</TABLE>


* Because of monthly principal payments, the average life of the Federal 
  Home Loan Mortgage Corp. Participation securities and Federal National 
  Mortgage Association Pass-Through securities approximates

** Includes securities with a market value of $256,561,500 subject to Dollar 
   Roll transactions.

   
(a) The repurchase agreements are fully collateralized by U.S. government
    obligations based on market prices at the date of the portfolio.

(b) The investment in the repurchase agreement is through participation in a
    joint account with other Federated funds.

\   Although final maturity falls beyond seven days, a liquidity feature is
    included in each transaction to permit termination of the repurchase
    agreement within seven days.

\\  The cost of investments for federal tax purposes amounts to $2,002,430,541.
    The net unrealized depreciation of investments on a federal tax basis
    amounts to $3,573,846, which is comprised of $24,173,109 appreciation and
    $27,746,955 depreciation at January 31, 1994.

Note:  The categories of investments are shown as a percentage of net assets
       ($1,794,423,798) at January 31, 1994.

The following abbreviations are used in this portfolio:

ARM--Adjustable Rate Mortgage
PC--Participation Certificates
REMIC--Real Estate Mortgage Investment Conduit

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


   
Federated Income Trust
Statement of Assets and Liabilities
January 31, 1994
- --------------------------------------------------------------------------------
    

<TABLE>
<S>                                                                         <C>                <C>
Assets:
- ---------------------------------------------------------------------------------------------
Investments in repurchase agreements (Note 2B)                              $     259,865,000
- --------------------------------------------------------------------------
Investments in other securities (Note 2A)                                       1,738,991,695
- --------------------------------------------------------------------------  -----------------
     Total investments, at value
     (identified and tax cost, $2,002,430,541)                                                 $    1,998,856,695
- ---------------------------------------------------------------------------------------------
Receivable for investments sold                                                                        41,152,749
- ---------------------------------------------------------------------------------------------
Interest receivable                                                                                    17,037,707
- ---------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                         2,558,505
- ---------------------------------------------------------------------------------------------  ------------------
     Total assets                                                                                   2,059,605,656
- ---------------------------------------------------------------------------------------------
Liabilities:
- ---------------------------------------------------------------------------------------------
Payable for dollar roll transactions (Note 2F)                                    253,358,399
- --------------------------------------------------------------------------
Dividends payable                                                                   8,810,911
- --------------------------------------------------------------------------
Payable for Fund shares redeemed                                                    2,822,546
- --------------------------------------------------------------------------
Accrued expenses                                                                      190,002
- --------------------------------------------------------------------------  -----------------
     Total liabilities                                                                                265,181,858
- ---------------------------------------------------------------------------------------------  ------------------
Net Assets for 170,836,972 shares of beneficial interest outstanding                           $    1,794,423,798
- ---------------------------------------------------------------------------------------------  ------------------
Net Assets Consist of:
- ---------------------------------------------------------------------------------------------
Paid-in capital (Note 2G)                                                                      $    1,874,594,776
- ---------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        77,257
- ---------------------------------------------------------------------------------------------
Unrealized appreciation (depreciation) of investments                                                  (3,573,846)
- ---------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments (Note 2G)                                         (76,674,389)
- ---------------------------------------------------------------------------------------------  ------------------
     Total                                                                                     $    1,794,423,798
- ---------------------------------------------------------------------------------------------  ------------------
Net Asset Value, Offering Price and Redemption Price Per Share
Institutional Shares (net assets of $1,727,247,398 / 164,441,814 shares of
beneficial interest outstanding)                                                                           $10.50
- ---------------------------------------------------------------------------------------------  ------------------
Institutional Service Shares (net assets of $67,176,400 / 6,395,158 shares of
beneficial interest outstanding)                                                                           $10.50
- ---------------------------------------------------------------------------------------------  ------------------
(See Notes which are an integral part of the Financial Statements)
</TABLE>

Federated Income Trust
Statement of Operations
Year Ended January 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>            <C>
Investment Income:
- ------------------------------------------------------------------------------------------------
Interest income (Note 2C) (net of interest expense of $1,825,273)                                 $   133,602,508
- ------------------------------------------------------------------------------------------------
Expenses:
- ------------------------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                                   $   6,861,374
- ---------------------------------------------------------------------------------
Trustees' fees                                                                            28,208
- ---------------------------------------------------------------------------------
Administrative personnel and services (Note 5)                                         1,043,969
- ---------------------------------------------------------------------------------
Custodian, transfer and dividend disbursing agent fees and expenses                      442,593
- ---------------------------------------------------------------------------------
Registration costs                                                                       124,625
- ---------------------------------------------------------------------------------
Auditing fees                                                                             22,291
- ---------------------------------------------------------------------------------
Legal fees                                                                                19,394
- ---------------------------------------------------------------------------------
Printing and postage                                                                      38,379
- ---------------------------------------------------------------------------------
Taxes                                                                                     38,566
- ---------------------------------------------------------------------------------
Distribution services fee (Note 5)                                                       137,722
- ---------------------------------------------------------------------------------
Insurance premiums                                                                        33,004
- ---------------------------------------------------------------------------------
Miscellaneous                                                                             11,269
- ---------------------------------------------------------------------------------  -------------
     Total expenses                                                                                     8,801,394
- ------------------------------------------------------------------------------------------------  ---------------
          Net investment income                                                                       124,801,114
- ------------------------------------------------------------------------------------------------  ---------------
Realized and Unrealized Gain (Loss) on Investments:
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                                                 6,604,924
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                                   (44,130,386)
- ------------------------------------------------------------------------------------------------  ---------------
     Net realized and unrealized gain (loss) on investments                                           (37,525,462)
- ------------------------------------------------------------------------------------------------  ---------------
          Change in net assets resulting from operations                                          $    87,275,652
- ------------------------------------------------------------------------------------------------  ---------------
</TABLE>

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


Federated Income Trust
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Year Ended January 31,
<S>                                                                          <C>                <C>
                                                                             ------------------------------------
<CAPTION>
                                                                                   1994               1993
<S>                                                                          <C>                <C>
Increase (Decrease) in Net Assets:
- ---------------------------------------------------------------------------
Operations--
- ---------------------------------------------------------------------------
Net investment income                                                        $     124,801,114  $     106,105,720
- ---------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($6,669,676 net gain
and $8,708,974 net gain, respectively, as computed for federal income tax
purposes)                                                                            6,604,924          8,708,974
- ---------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) of investments                    (44,130,386)           127,889
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets resulting from operations                                 87,275,652        114,942,583
- ---------------------------------------------------------------------------  -----------------  -----------------
Distributions to Shareholders (Note 3)--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ---------------------------------------------------------------------------
  Institutional Shares                                                            (120,844,426)      (104,675,949)
- ---------------------------------------------------------------------------
  Institutional Service Shares                                                      (3,879,431)        (1,429,771)
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets from distributions to shareholders                      (124,723,857)      (106,105,720)
- ---------------------------------------------------------------------------  -----------------  -----------------
Fund Share (Principal) Transactions (Note 4)--
- ---------------------------------------------------------------------------
Proceeds from sales of shares                                                      858,701,229        895,706,111
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders electing
to receive payment of distributions in Fund shares                                  25,460,750         19,640,007
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                           (655,129,012)      (553,322,293)
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets from Fund share transactions                             229,032,967        362,023,825
- ---------------------------------------------------------------------------  -----------------  -----------------
          Change in net assets                                                     191,584,762        370,860,688
- ---------------------------------------------------------------------------
Net Assets:
- ---------------------------------------------------------------------------
Beginning of period                                                              1,602,839,036      1,231,978,348
- ---------------------------------------------------------------------------  -----------------  -----------------
End of period (includes undistributed net investment
income of $77,257)                                                           $   1,794,423,798  $   1,602,839,036
- ---------------------------------------------------------------------------  -----------------  -----------------
</TABLE>

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


Federated Income Trust
Notes to Financial Statements
   
January 31, 1994
    
- --------------------------------------------------------------------------------

(1) Organization

   
Federated Income Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end, management investment
company. The Trust provides two classes of shares ("Institutional Shares" and
"Institutional Service Shares"). Institutional Service Shares are identical in
all respects to Institutional Shares except that Institutional Service Shares
are sold pursuant to a distribution plan ("Plan") adopted in accordance with the
Investment Company Act Rule 12b-1.
    

(2) Significant Accounting Policies

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principals.

   
A.   Investment Valuations--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service.

B.   Repurchase Agreements--It is the policy of the Trust to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Trust to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure the value at
     least equals the principal amount of the repurchase transaction, including
     accrued interest.

     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 Board of Trustees ("Trustees"). Risks may arise from the
     potential inability of counterparties to honor the terms of the repurchase
     agreement. Accordingly, the Trust could receive less than the repurchase
     price on the sale of collateral securities.

C.   Income--Interest income is recorded on the accrual basis and includes
     discount earned less any premium on short-term obligations and original
     issue discount on all other debt securities.

D.   Federal Taxes--It is the Trust's policy to comply with the provisions of
     the Internal Revenue Code, as amended, (the "Code"), applicable to
     regulated investment companies and to distribute to shareholders each year
     substantially all of its taxable income, including any net realized gain on
     investments. Accordingly, no provisions for federal tax are necessary. At
     January 31, 1994, the Trust, for federal income tax purposes, had a capital
     loss carryforward of $59,511,521, which will reduce the Trust's taxable
     income arising from future net realized gains on investments, if any, to
     the extent permitted by the Code, and thus will reduce the amount of the
     distribution to shareholders which would otherwise be necessary to relieve
     the Trust of any liability for federal tax. Pursuant to the Code, such
     capital loss carryforward will expire in 1996 ($14,398,108), 1997
     ($26,760,646), 1998 ($16,389,825) and 1999 ($1,962,942). Included in these
     amounts are $583,490 of losses which were incurred by Federated Variable
     Rate Mortgage Securities Trust prior to its merger into the Trust. The
     Trust's ability to use these losses may be limited, however, through the
     application of the Code's change of ownership rules.

     Additionally, net capital losses of $17,162,868 attributable to security
     transactions incurred after October 31, 1993, are treated as arising on
     February 1, 1994, the first day of the Fund's next taxable year.

E.   When-Issued and Delayed Delivery Transactions--The Trust may engage in
     when-issued or delayed delivery transactions. The Trust records when-issued
     securities and maintains security positions such that sufficient liquid
     assets will be available to make payment for the securities purchased.
     Securities purchased on a when-issued or delayed delivery basis are marked
     to market daily and begin earning interest on the settlement date.

F.   Dollar Roll Transactions--The Trust enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA and FHLMC, in
     which the Trust sells mortgage securities to financial institutions and
     simultaneously agrees to repurchase substantially similiar (same type,
     coupon and maturity) securities at a later date at an agreed upon price.
     During the period between the sale and repurchase, the Trust forgoes
     principal and interest paid on the mortgage security sold. The Trust is
     compensated by the interest earned on the cash proceeds of the initial sale
     and any additional fee income received on the sale.

G.   Reclassifications--During the current period, the Fund adopted Statement of
     Position 93-2 Determination, Disclosure, and Financial Statement
     Presentation of Income, Capital Gain, and Return of Capital Distributions
     by Investment Companies. Accordingly, permanent book and tax basis
     differences relating to shareholder distributions have been reclassified to
     paid-in-capital. As of February 1, 1993, the cumulative effect of such
     differences, totaling $517,028 was reclassified from accumulated net
     realized gain/(loss) on investments to paid-in-capital. Net investment
     income, net realized gains, and net assets were not affected by this
     change.

H.   Other--Investment transactions are accounted for on the date of the
     transaction.

(3) Dividends and Distributions

Dividends from net investment income are declared daily and paid monthly.
Distributions of any net realized capital gains are made at least once every
twelve months. Dividends and capital gain distributions, if any, are recorded on
the ex-dividend date.

(4) Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. Transactions in Trust shares were as follows:
    

<TABLE>
<CAPTION>
                                                                   Year Ended January 31,
<S>                                         <C>             <C>                <C>             <C>
                                            --------------------------------------------------------------------
<CAPTION>
                                                          1994                               1993
                                            ---------------------------------  ---------------------------------
Institutional Shares                            Shares           Dollars           Shares           Dollars
- ------------------------------------------  --------------  -----------------  --------------  -----------------
<S>                                         <C>             <C>                <C>             <C>
Shares outstanding,
beginning of period                            144,383,249  $   1,591,146,575     115,614,902  $   1,283,604,950
- ------------------------------------------
Shares sold                                     73,655,885        783,979,962      77,004,962        822,750,753
- ------------------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares                     2,174,745         23,092,260       1,718,663         18,331,718
- ------------------------------------------
Shares redeemed                                (55,772,065)      (592,762,823)    (49,955,278)      (532,956,850)
- ------------------------------------------  --------------  -----------------  --------------  -----------------
Shares outstanding, end of period              164,441,814  $   1,805,455,974     144,383,249  $   1,591,730,571
- ------------------------------------------  --------------  -----------------  --------------  -----------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     Year Ended January 31,
<S>                                              <C>            <C>              <C>            <C>
                                                 --------------------------------------------------------------
<CAPTION>
                                                              1994                           1993*
                                                 ------------------------------  ------------------------------
Institutional Service Shares                        Shares          Dollars         Shares          Dollars
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
<S>                                              <C>            <C>              <C>            <C>
Shares outstanding, beginning of period              5,032,890  $    53,898,204       --        $     --
- -----------------------------------------------
Shares sold                                          7,007,589       74,721,267      6,795,689       72,955,358
- -----------------------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares                           222,804        2,368,490        122,524        1,308,289
- -----------------------------------------------
Shares redeemed                                     (5,868,125)     (62,366,189)    (1,885,323)     (20,365,443)
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
Shares outstanding, end of period                    6,395,158  $    68,621,772      5,032,890  $    53,898,204
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
</TABLE>

   
*For the period from May 31, 1992 (effective date of Institutional Service
Shares) to January 31, 1993.

(5) Investment Advisory Fee and Other Transactions with Affiliates

Federated Management, the Trust's investment adviser ("Adviser"), receives for
its services an annual investment advisory fee equal to 0.40 of 1% of the
Trust's average daily net assets. For the year ended January 31, 1994, the
Adviser earned a fee of $6,861,374.

Administrative personnel and services were provided at approximate cost by
Federated Administrative Services, Inc. Effective March 1, 1994, Federated
Administrative Services ("FAS") will provide administrative personnel and
services at an annual rate of 0.15 of 1% on the first $250 million of average
aggregate net assets of the total Federated Funds; 0.125 of 1% on the next $250
million; 0.10 of 1% on the next $250 million; and 0.075 of 1% on average
aggregate net 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.

The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Trust will compensate Federated
Securities Corp., ("FSC"), the principal distributor, from the net assets of the
Trust, to finance activities intended to result in the sale of the Trust's
Institutional Service Shares. The Plan provides that the Fund will incur
distribution expenses up to 0.25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate FSC. For the year ended
January 31, 1994, FSC was compensated $137,222 in distribution services fees
under the plan.

Certain of the Officers and Trustees of the Trust are Officers and Directors of
the above corporations.

(6) Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended January 31, 1994, were as follows:
    

<TABLE>
<S>                                                                                              <C>
- -----------------------------------------------------------------------------------------------
Purchases--                                                                                      $   3,195,722,654
- -----------------------------------------------------------------------------------------------  -----------------
Sales--                                                                                          $   3,016,520,332
- -----------------------------------------------------------------------------------------------  -----------------
</TABLE>

   
(7) Acquisition of Federated Variable Rate Mortgage Securities Trust

On April 26, 1990, the Trust acquired all the net assets of Federated Variable
Rate Mortgage Securities Trust ("Acquired Trust") pursuant to a plan of
reorganization approved by the Acquired Trust's shareholders on February 14,
1990. The acquisition was accomplished by a tax-free exchange of 742,473 shares
of the Trust (valued at $7,439,576) for assets of the Acquired Trust outstanding
on April 26, 1990. The Acquired Trust's net assets at that date ($7,439,576)
including $14,365 of unrealized appreciation and $583,996 net realized loss on
investment transactions, were combined with those of the Trust. The aggregate
net assets of the Trust immediately before and after the acquisition were
$960,530,883 and $967,970,459, respectively.

Independent Auditors' Report
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of
FEDERATED INCOME TRUST:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated Income Trust as of January 31, 1994,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended January 31, 1994 and 1993, and the
financial highlights (see pages 2 and 14 of the prospectus) for each of the
years in the ten-year period ended January 31, 1994. These financial statements
and financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
January 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Federated Income
Trust as of January 31, 1994, the results of its operations, the changes in its
net assets, and the financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE

Boston, Massachusetts
March 15, 1994
    

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
                    Federated Income Trust                                 Federated Investors Tower
                    Institutional Shares                                   Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

   
Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                             Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
    
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Auditors
                    Deloitte & Touche                                      125 Summer Street
                                                                           Boston, Massachusetts 02110-1617
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Federated Income Trust
Institutional Shares
Prospectus

An Open-End, Diversified
Management Investment Company

   
March 31, 1994

8030102A-IS (3/94)
    


Federated Income Trust
Institutional Service Shares
Prospectus

The Institutional Service Shares of Federated Income Trust (the "Trust") offered
by this prospectus represent interests in a diversified portfolio of securities
(the "Fund"). The Trust is a no-load, open-end management investment company (a
mutual fund). The investment objective of the Fund is to provide current income.
The Fund pursues this investment objective by investing in U.S. government
securities. As of the date of this prospectus, it is anticipated that the Fund
will invest primarily in securities of U.S. government agencies or
instrumentalities, such as the Federal Home Loan Mortgage Corporation.

   
The Institutional Service Shares offered by this prospectus are not deposits or
obligations of any bank, are not endorsed or guaranteed by any bank, and are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other government agency. Investment in these Institutional Service Shares
involves investment risks, including the possible loss of principal.

This prospectus contains the information you should read and know before you
invest in Institutional Service Shares of the Fund. Keep this prospectus for
future reference.

The Fund has also filed a Combined Statement of Additional Information for
Institutional Shares and Institutional Service Shares dated March 31, 1994, with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference into
this prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
Prospectus dated March 31, 1994
    


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

   
Financial Highlights                                                           2
    
- ------------------------------------------------------

General Information                                                            3
- ------------------------------------------------------

Investment Information                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    4
       CMOs                                                                    4
       Repurchase Agreements                                                   5
     Characteristics of Mortgage-Backed
       Securities                                                              5
     When-Issued and Delayed Delivery
       Transactions                                                            5
  Investment Limitations                                                       6

Trust Information                                                              6
- ------------------------------------------------------

  Management of the Trust                                                      6
     Board of Trustees                                                         6
     Investment Adviser                                                        6
       Advisory Fees                                                           6
       Adviser's Background                                                    6
   
     Other Payments to Financial Institutions                                  7
    
  Distribution of Institutional Service
     Shares                                                                    7
   
  Distribution and Shareholder Services
     Plans                                                                     7
    
  Administration of the Fund                                                   8
     Administrative Services                                                   8
     Custodian                                                                 8
   
     Transfer Agent and Dividend
       Disbursing Agent                                                        8
     Legal Counsel                                                             8
     Independent Auditors                                                      8

Net Asset Value                                                                8
    
- ------------------------------------------------------

Investing in Institutional Service Shares                                      9
- ------------------------------------------------------

  Share Purchases                                                              9
     By Wire                                                                   9
     By Mail                                                                   9
  Minimum Investment Required                                                  9
  What Shares Cost                                                             9
  Exchanging Securities for Fund Shares                                       10
  Subaccounting Services                                                      10
  Certificates and Confirmations                                              10
  Dividends                                                                   10
  Capital Gains                                                               10

Redeeming Institutional Service Shares                                        11
- ------------------------------------------------------

  Telephone Redemption                                                        11
  Written Requests                                                            11
     Signatures                                                               11
     Receiving Payment                                                        12
  Accounts with Low Balances                                                  12

Shareholder Information                                                       12
- ------------------------------------------------------

  Voting Rights                                                               12
  Massachusetts Partnership Law                                               12

Tax Information                                                               13
- ------------------------------------------------------

  Federal Income Tax                                                          13
  Pennsylvania Corporate and Personal
     Property Taxes                                                           13

   
Performance Information                                                       13
- ------------------------------------------------------

Other Classes of Shares                                                       14
- ------------------------------------------------------

Financial Highlights--
  Institutional Shares                                                        15
    
- ------------------------------------------------------

Financial Statements                                                          16
- ------------------------------------------------------

Independent Auditors' Report                                                  27
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses--
Institutional Service Shares
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                <C>        <C>
                                                Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).....................................................................       None
Maximum Sales Load 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 Institutional Service Shares Operating Expenses
                                            (As a percentage of average net assets)
Management Fee............................................................................................       0.40%
12b-1 Fee(1)..............................................................................................       0.05%
Total Other Expenses......................................................................................       0.32%
Shareholder Servicing Fee(2)...................................................................       0.20%
          Total Institutional Service Shares Operating Expenses (3).......................................       0.77%
</TABLE>

   
(1)  The maximum 12b-1 Fee is 0.25%.

(2)  The maximum Shareholder Servicing Fee is 0.25%.

(3)  The Total Institutional Service Shares Operating Expenses in the table
     above are based on expenses expected during the fiscal year ending January
     31, 1995. The Total Institutional Service Shares Operating Expenses were
     0.76% for the fiscal year ended January 31, 1994.

     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" and
"Investing in Institutional Service Shares." Wire-transferred redemptions of
less than $5,000 may be subject to additional fees.
    

<TABLE>
<CAPTION>
EXAMPLE                                                                  1 year     3 years    5 years    10 years
<S>                                                                     <C>        <C>        <C>        <C>
You would pay following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of each time period....     $8         $25        $43        $95
</TABLE>

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

     The information set forth in the foregoing table and example relates only
to Institutional Service Shares of the Fund. The Fund also offers another class
of shares called Institutional Shares. Institutional Service Shares and
Institutional Shares are subject to certain of the same expenses; however,
Institutional Shares are not subject to a 12b-1 fee. See "Other Classes of
Shares."

   
Federated Income Trust
Financial Highlights--Institutional Service Shares
- --------------------------------------------------------------------------------
(For a share outstanding throughout each period)


Reference is made to the Independent Auditor's Report on page 27.
    

<TABLE>
<CAPTION>
                                                                                                   Year Ended
                                                                                                  January 31,
<S>                                                                                           <C>        <C>
                                                                                                1994       1993*
Net asset value, beginning of period                                                          $   10.73  $   10.64
- --------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            0.75       0.51
- --------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                          (0.23)      0.09
- --------------------------------------------------------------------------------------------  ---------  ---------
  Total from investment operations                                                                 0.52       0.60
- --------------------------------------------------------------------------------------------
Less distributions
- --------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                            (0.75)     (0.51)
- --------------------------------------------------------------------------------------------  ---------  ---------
Net asset value, end of period                                                                $   10.50  $   10.73
- --------------------------------------------------------------------------------------------  ---------  ---------
Total return**                                                                                     4.96%      4.80%
- --------------------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------------------
  Expenses                                                                                         0.76%      0.76%(a)
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            7.03%      7.16%(a)
- --------------------------------------------------------------------------------------------
Supplemental Data
- --------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                       $67,176    $53,981
- --------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                           178%        52%
- --------------------------------------------------------------------------------------------
</TABLE>

   
 * Reflects operations for the period from May 31, 1992 (effective date of
   Institutional Service Shares) to January 31, 1993.

 ** Based on net asset value which does not reflect the sales load or contingent
    deferred sales charge, if applicable.

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended January 31, 1994, 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 Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Institutional Shares. This prospectus
relates only to Institutional Service Shares of the Fund.

Institutional Service Shares ("Shares") are designed for institutions that
provide sales and/or administrative services to their clients as a convenient
means of accumulating an interest in a professionally managed, diversified
portfolio of U.S. government securities. A minimum initial investment of $25,000
over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

   
The investment objective of the Fund is current income. The investment objective
may not be changed without the approval of shareholders. The Fund pursues this
investment objective by investing in U.S. government securities and certain
collateralized mortgage obligations ("CMOs"). While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
    

Investment Policies

   
As a matter of investment policy which may be changed without shareholder
approval, the Fund will limit its investments to those that are permitted for
purchase by federal savings associations pursuant to applicable rules,
regulations, or interpretations of the Office of Thrift Supervision and by
federal credit unions under the Federal Credit Union Act and the rules,
regulations, and interpretations of the National Credit Union Administration.
Should additional permitted investments be allowed as a result of future changes
in applicable regulations or federal laws, the Fund reserves the right, without
shareholder approval, to make such investments consistent with the Fund's
investment objective, policies, and limitations. Further, should existing
statutes or regulations change so as to cause any securities held by the Fund to
become ineligible for purchase by federal savings associations or federal credit
unions, the Fund will dispose of those securities at times advantageous to the
Fund.

As operated within the above limitation, the Fund may also serve as an
appropriate vehicle for a national bank as an investment for its own account.

Except as otherwise noted, the investment policies and limitations described
below cannot be changed without approval of shareholders.
    

Acceptable Investments.  The U.S. government securities in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. The securities in which the Fund may invest are limited to:

      direct obligations of the U.S. Treasury such as U.S. Treasury bills,
      notes, and bonds; and

      notes, bonds, and discount notes of U.S. government agencies or
      instrumentalities such as Federal Home Loan Banks, Federal National
      Mortgage Association, Government National Mortgage Association, Banks for
      Cooperatives (including Central Bank for Cooperatives), Federal Land
      Banks, Federal Intermediate Credit Banks, Tennessee Valley Authority,
      Export-Import Bank of the United States, Commodity Credit Corporation,
      Federal Financing Bank, The Student Loan Marketing Association, Federal
      Home Loan Mortgage Corporation, or National Credit Union Administration.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial support
to other agencies or instrumentalities, since it is not obligated to do so.
These instruments are supported by:

      the issuer's right to borrow an amount limited to a specific line of
      credit from the U.S. Treasury;

      the discretionary authority of the U.S. government to purchase certain
      obligations of an agency or instrumentality; or

      the credit of the agency or instrumentality.

   
     CMOs.  CMOs are bonds issued by single-purpose stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry and
     may meet the Internal Revenue Code requirements to be classified as real
     estate mortgage investment conduits. Most of the CMOs in which the Fund
     would invest use the same basic structure:
    

      Several classes of securities are issued against a pool of mortgage
      collateral. The most common structure contains four classes of securities:
      The first three (A, B, and C bonds) pay interest at their stated rates
      beginning with the issue date; the final class (or Z bond) typically
      receives the residual income from the underlying investments after
      payments are made to the other classes.

      The cash flows from the underlying mortgages are applied first to pay
      interest and then to retire securities.

      The classes of securities are retired sequentially. All principal payments
      are directed first to the shortest-maturity class (or A bonds). When those
      securities are completely retired, all principal payments are then
      directed to the next-shortest-maturity security (or B bond.) This process
      continues until all of the classes have been paid off.

      Because the cash flow is distributed sequentially instead of pro rata as
      with pass-through securities, the cash flows and average lives of CMOs are
      more predictable, and there is a period of time during which the investors
      in the longer-maturity classes receive no principal paydowns.
      The interest portion of these payments is distributed by the Fund as
      income and the capital portion is reinvested.

The Fund will invest only in CMOs which are rated AAA by a nationally recognized
rating agency, and which may be: (a) collateralized by pools of mortgages in
which each mortgage is guaranteed as to payment of principal and interest by an
agency or instrumentality of the U.S. government; (b) collateralized by pools of
mortgages in which payment of principal and interest is guaranteed by the issuer
and such guarantee is collateralized by U.S. government securities; or (c)
securities in which the proceeds of the issuance are invested in mortgage
securities and payment of the principal and interest are supported by the credit
of an agency or instrumentality of the U.S. government.

     Repurchase Agreements.  Repurchase agreements are arrangements in which
     banks, broker/dealers, and other recognized financial institutions sell
     U.S. government securities or other securities to the Fund and agree at the
     time of sale to repurchase them at a mutually agreed upon time and price.
     To the extent that the original seller does not repurchase the securities
     from the Fund, the Fund could receive less than the repurchase price on any
     sale of such securities.

As a matter of investment practice, which can be changed without shareholder
approval, the Fund will not invest more than 15% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice.

Characteristics of Mortgage-Backed Securities.  Some of the U.S. government
securities in which the Fund will invest can represent an undivided interest in
a pool of residential mortgages or may be collateralized by a pool of
residential mortgages ("mortgage-backed securities"). Mortgage-backed securities
have yield and maturity characteristics corresponding to the underlying
mortgages. Distributions to holders of mortgage-backed securities include both
interest and principal payments. Principal payments represent the amortization
of the principal of the underlying mortgages and any prepayments of principal
due to prepayment, refinancing, or foreclosure of the underlying mortgages.
Although maturities of the underlying mortgage loans may range up to 30 years,
amortization and prepayments substantially shorten the effective maturities of
mortgage-backed securities. Due to these features, mortgage-backed securities
are less effective as a means of "locking in" attractive long-term interest
rates than fixed-income securities which pay only a stated amount of interest
until maturity, when the entire principal amount is returned. This is caused by
the need to reinvest at lower interest rates both distributions of principal
generally and significant prepayments which become more likely as mortgage
interest rates decline. Since comparatively high interest rates cannot be
effectively "locked in," mortgage-backed securities may have less potential for
capital appreciation during periods of declining interest rates than other
non-callable fixed-income government securities of comparable stated maturities.
However, mortgage-backed securities may experience less pronounced declines in
value during periods of rising interest rates.

   
When-Issued and Delayed Delivery Transactions.  The Fund may purchase U.S.
government obligations on a when-issued or delayed delivery basis. In
when-issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction may
cause the Fund to miss a price or yield considered to be advantageous.
    

Investment Limitations

The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of those assets to secure such
borrowings.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

Investment Adviser.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Management, the Fund's
investment adviser ("Adviser"), subject to direction by the Trustees. The
Adviser continually conducts investment research and supervision for the Fund
and is responsible for the purchase and sale of portfolio instruments, for which
it receives an annual fee from the Fund.

     Advisory Fees.  The Fund's Adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The Adviser
     has undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     Adviser's Background.  Federated Management, a Delaware business trust
     organized on
     April 11, 1989, is a registered investment adviser under the Investment
     Advisers Act of 1940. It is a subsidiary of Federated Investors. All of the
     Class A (voting) shares of Federated Investors are owned by a trust, the
     trustees of which are John F. Donahue, Chairman and Trustee of Federated
     Investors, Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher
     Donahue, who is President and Trustee of Federated Investors.

   
     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. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

Gary J. Madich has been the Fund's co-portfolio manager since February 1987. Mr.
Madich joined Federated Investors in 1984 and has been a Senior Vice President
of the Fund's investment adviser since 1993. Mr. Madich served as a Vice
President of the Fund's investment adviser from 1988 until 1993. Mr. Madich is a
Chartered Financial Analyst and received his M.B.A. in Public Finance from the
University of Pittsburgh.

Kathleen M. Foody-Malus has been the Fund's co-portfolio manager since April,
1990. Ms. Foody-Malus joined Federated Investors in 1983 and has been a Vice
President of the Fund's investment adviser since 1993. Ms. Foody-Malus served as
an Assistant Vice President of the investment adviser from 1990 until 1992, and
from 1986 until 1989 she acted as an investment analyst. Ms. Foody-Malus
received her M.B.A. in Accounting/Finance from the University of Pittsburgh.

Other Payments to Financial Institutions.  In addition to periodic payments to
financial institutions under the Distribution and Shareholder Services Plans,
certain financial institutions may be compensated by the adviser or its
affiliates for the continuing investment of customers' assets in certain funds,
including the Fund, advised by those entities. These payments will be made
directly by the distributor or adviser from their assets, and will not be made
from the assets of the Fund or by the assessment of a sales charge on Shares.
    

Distribution of Institutional Service Shares

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

   
Distribution and Shareholder Services Plans.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of
0.25 of 1% of the average daily net asset value of the Fund to finance any
activity which is principally intended to result in the sale of shares subject
to the Distribution Plan. The distributor may select Financial Institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers.

The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Trust has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of the Fund to obtain certain personal services for shareholders
and the maintenance of shareholder accounts ("shareholder services"). The Trust
has entered into a Shareholder Services Agreement with Federated Shareholder
Services, a subsidiary of Federated Investors, under which 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.
    

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Board of Trustees will consider appropriate changes in the administrative
services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

Administration of the Fund

   
Administrative Services.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate, which
relates to the average aggregate daily net assets of all funds advised by
subsidiaries of Federated Investors ("Federated Funds"), as specified below:
    

<TABLE>
<CAPTION>
        Maximum                Average Aggregate Daily Net
  Administrative Fee          Assets of the Federated Funds
<C>                      <S>
      0.15 of 1%         on the first $250 million
      0.125 of 1%        on the next $250 million
      0.10 of 1%         on the next $250 million
      0.075 of 1%        on assets in excess of $750 million
</TABLE>

   
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.
    

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, Washington, D.C.

Independent Auditors.  The independent auditors for the Fund are Deloitte &
Touche, Boston, Massachusetts.

Net Asset Value
- --------------------------------------------------------------------------------

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

Investing in Institutional Service Shares
- --------------------------------------------------------------------------------

Share Purchases

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

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken over the telephone.
The Fund reserves the right to reject any purchase request.

   
By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Boston time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Boston
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Income Trust--Institutional
Service Shares; Fund Number (this number can be found on the account statement
or by contacting the Fund); Group Number or Order Number; Nominee or Institution
Name; and ABA Number 011000028. Institutional Service Shares cannot be purchased
by wire on days on which the New York Stock Exchange is closed and on federal
holidays restricting wire transfers.

By Mail.  To purchase Shares by mail, send a check made payable to Federated
Income Trust-- Institutional Service Shares to Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by mail are considered received after payment by check is
converted by State Street Bank into federal funds. This is normally the next
business day after State Street Bank receives the check.
    

Minimum Investment Required

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

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

The net asset value is determined at 4:00 p.m. (Boston time), Monday through
Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; and (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

Exchanging Securities for Fund Shares

Investors may exchange certain U.S. government securities or a combination of
securities and cash for Shares. The securities and any cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Investors wishing to
exchange securities should first contact Federated Securities Corp.

   
Shares purchased by exchange of U.S. government securities cannot be redeemed
for five business days to allow time for the transfer to settle.
    

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Institutions holding
Shares in a fiduciary, agency, custodial, or similar capacity may charge or pass
through subaccounting fees as part of or in addition to normal trust or agency
account fees. They may also charge fees for other services provided which may be
related to the ownership of Shares. This prospectus should, therefore, be read
together with any agreement between the customer and the institution with regard
to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Certificates and Confirmations

   
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.
    

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during the
month.

Dividends

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

Capital Gains

Capital gains realized by the Fund, if any, are distributed at least once every
12 months.

Redeeming Institutional Service Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at the net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.

Telephone Redemption

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

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

   
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "Written Requests," should be considered. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.
    

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name, his account number,
and the share or dollar amount requested. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request.

Signatures.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

      a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF"), which is administered by the Federal Deposit
      Insurance Corporation ("FDIC");

   
      a member of the New York, American, Boston, Midwest, or Pacific Stock
      Exchange;
    

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

      any other "eligible guarantor institution," as defined in the Securities
      Exchange Act of 1934.

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

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

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

   
Accounts with Low Balances
    

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum of $25,000 due to shareholder
redemptions. This requirement does not apply, however, if the balance falls
below $25,000 because of changes in the Fund's net asset value.

Before Shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional Shares to meet the minimum
requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

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

Massachusetts Partnership Law

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

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

Tax Information
- --------------------------------------------------------------------------------

Federal Income Tax

The Fund 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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

Pennsylvania Corporate and Personal Property Taxes

   
In the opinion of Houston, Houston & Donnelly, counsel to the Trust:
    

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

      Fund 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 Fund would be subject to such taxes if
      owned directly by residents of those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

Performance Information
- --------------------------------------------------------------------------------

From time to time the Fund advertises its total return and yield for Shares.

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

   
The yield of Shares of the Fund is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by Shares over a thirty-day period by the offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

Total return and yield will be calculated separately for Institutional Service
Shares and Institutional Shares. Because Institutional Service Shares are
subject to a 12b-1 fee, the total return and yield for Institutional Shares for
the same period, will exceed that of Institutional Service Shares.

Institutional Service Shares are sold without any sales load or other similar
non-recurring charges.

   
From time to time, the Fund may advertise the performance of Institutional
Service Shares using certain financial publications and/or compare the
performance of Institutional Service Shares to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Institutional Shares are sold to accounts for which financial institutions act
in a fiduciary or agency capacity. Institutional Shares are sold at net asset
value. Investments in Institutional Shares are subject to a minimum initial
investment of $25,000.

Institutional Shares are distributed without a 12b-1 Plan.

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

The amount of dividends payable to Institutional Shares will exceed that of
Institutional Service Shares by the difference between Class Expenses and
distribution and shareholder service expenses by shares of each respective
class.

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

   
Federated Income Trust
Financial Highlights--Institutional Shares
- --------------------------------------------------------------------------------
(For a share outstanding throughout each period)

Reference is made to the Independent Auditors' Report on page 27.
    

<TABLE>
<CAPTION>
                                                              Year Ended January 31,
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                           1994       1993       1992       1991       1990       1989       1988       1987       1986
Net asset value,
beginning of period      $   10.73  $   10.66  $   10.42  $   10.18  $   10.05  $   10.43  $   10.74  $   10.87  $   10.50
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        0.77       0.80       0.89       0.93       0.94       0.95       0.99       1.03       1.19
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments              (0.23)      0.07       0.24       0.24       0.13      (0.38)     (0.31)     (0.05)      0.37
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from investment
 operations                   0.54       0.87       1.13       1.17       1.07       0.57       0.68       0.98       1.56
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (0.77)     (0.80)     (0.89)     (0.93)     (0.94)     (0.95)     (0.99)     (1.04)     (1.19)
- -----------------------
 Distributions to
 shareholders from net
 realized gain on
 investment
 transactions               --         --         --         --         --         --         --          (0.07)    --
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total distributions          (0.77)     (0.80)     (0.89)     (0.93)     (0.94)     (0.95)     (0.99)     (1.11)     (1.19)
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of
period                   $   10.50  $   10.73  $   10.66  $   10.42  $   10.18  $   10.05  $   10.43  $   10.74  $   10.87
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total return*                 5.22%      8.51%     11.27%     12.01%     11.04%      5.75%      6.79%      9.52%     15.66%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.51%      0.51%      0.50%      0.50%      0.53%      0.52%      0.50%      0.54%      0.57%
- -----------------------
 Net investment income        7.28%      7.53%      8.41%      9.06%      9.23%      9.33%      9.49%      9.47%     11.13%
- -----------------------
 Expense waiver/
 reimbursement(a)           --         --         --         --         --         --         --         --         --
- -----------------------
Supplemental Data
- -----------------------
 Net assets, end of
 period (000 omitted)   $1,727,247 $1,548,858 $1,231,978   $892,255 $1,023,886 $1,196,585 $1,376,895 $1,169,155   $270,612
- -----------------------
 Portfolio turnover
 rate                          178%        52%        51%        36%        45%        77%        92%       146%       235%
- -----------------------

<CAPTION>
<S>                      <C>
                           1985
Net asset value,
beginning of period      $   10.38
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        1.23
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.12
- -----------------------  ---------
 Total from investment
 operations                   1.35
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (1.23)
- -----------------------
 Distributions to
 shareholders from net
 realized gain on
 investment
 transactions               --
- -----------------------  ---------
Total distributions          (1.23)
- -----------------------  ---------
Net asset value, end of
period                   $   10.50
- -----------------------  ---------
Total return*                14.31%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.49%
- -----------------------
 Net investment income       12.41%
- -----------------------
 Expense waiver/
 reimbursement(a)             0.15%
- -----------------------
Supplemental Data
- -----------------------
 Net assets, end of
 period (000 omitted)     $225,935
- -----------------------
 Portfolio turnover
 rate                          174%
- -----------------------
</TABLE>

 * Based on net asset value which does not reflect the sales load or contingent
   deferred sales charge, if applicable.

   
(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 5).

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

Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended January 31, 1994, which can be obtained
free of charge.
    


   
Federated Income Trust
Portfolio of Investments
January 31, 1994
- --------------------------------------------------------------------------------

The obligations listed below are issued, guaranteed, or insured by the U.S.
government, its agencies or instrumentalities, or secured by such obligations.
    

<TABLE>
<CAPTION>
   Principal
    Amount                                                                                            Value
<C>              <S>                                                                            <C>
- ---------------  -----------------------------------------------------------------------------  -----------------
Long-Term Obligations--97.0%
- ----------------------------------------------------------------------------------------------
                 *Federal Home Loan Mortgage Corp. PC--25.3%
                 -----------------------------------------------------------------------------
$     7,537,051  12.50%, 11/1/2009-6/1/2015                                                     $       8,575,732
                 -----------------------------------------------------------------------------
     18,256,906  12.00%, 5/1/1999-7/1/2019                                                             20,653,125
                 -----------------------------------------------------------------------------
      8,706,322  11.50%, 3/1/2011-7/1/2016                                                              9,770,060
                 -----------------------------------------------------------------------------
     10,089,119  11.00%, 5/1/2000-9/1/2020                                                             11,266,127
                 -----------------------------------------------------------------------------
     60,872,762  10.50%, 1/1/1999-1/1/2021                                                             67,529,873
                 -----------------------------------------------------------------------------
     58,798,990  10.00%, 10/1/2020-6/1/2021                                                            64,561,267
                 -----------------------------------------------------------------------------
     49,686,875  9.50%, 10/1/2006-12/1/2022                                                            53,706,375
                 -----------------------------------------------------------------------------
      5,990,813  9.00%, 4/1/2009-2/1/2013                                                               6,374,584
                 -----------------------------------------------------------------------------
    152,220,776  7.00%, 1/1/1999-10/1/2007                                                            156,318,210**
                 -----------------------------------------------------------------------------
     24,500,000  6.00%, 1/1/2001                                                                       25,051,250
                 -----------------------------------------------------------------------------
     30,305,271  5.50%, 11/1/2000-12/1/2000                                                            30,561,047
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                454,367,650
                 -----------------------------------------------------------------------------  -----------------
                 *Federal Home Loan Mortgage Corp. REMIC--14.4%
                 -----------------------------------------------------------------------------
     27,560,000  9.50%, Series 188G, 9/15/2021                                                          7,830,347
                 -----------------------------------------------------------------------------
      5,605,556  9.00%, Series 1136Y, 9/15/2021                                                         1,277,899
                 -----------------------------------------------------------------------------
     13,565,444  9.00%, Series 187G, 8/15/2021                                                          2,567,667
                 -----------------------------------------------------------------------------
     25,000,000  7.00%, Series 1072G, 5/15/2006                                                        25,643,250
                 -----------------------------------------------------------------------------
     10,920,000  7.00%, Series 1080D, 7/15/2020                                                        11,172,471
                 -----------------------------------------------------------------------------
     20,000,000  6.90%, Series 1551G, 7/15/2008                                                        20,295,800
                 -----------------------------------------------------------------------------
     10,000,000  6.60%, Series 1559VH, 12/15/2021                                                       9,976,100
                 -----------------------------------------------------------------------------
     18,453,000  6.50%, Series 1369G, 3/15/2006                                                        18,785,523
                 -----------------------------------------------------------------------------
     20,000,000  6.50%, Series 1450E, 9/15/2004                                                        20,438,400
                 -----------------------------------------------------------------------------
     43,116,000  6.375%, Series 1423-DD, 1/15/2006                                                     43,220,772
                 -----------------------------------------------------------------------------
$    25,000,000  6.25%, Series 1564G, 5/15/2007                                                 $      24,986,000
                 -----------------------------------------------------------------------------
     10,000,000  6.00%, Series 1476G, 4/15/2006                                                         9,809,300
                 -----------------------------------------------------------------------------
     16,153,000  6.00%, Series 1584G, 9/1/2018                                                         15,850,939
                 -----------------------------------------------------------------------------
     15,000,000  5.90%, Series 1612-PE, 11/15/2007                                                     14,805,900
                 -----------------------------------------------------------------------------
     31,678,000  5.50%, Series 1353B, 6/15/2006                                                        31,150,245
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                257,810,613
                 -----------------------------------------------------------------------------  -----------------
                 *Federal Home Loan Mortgage Corp. PC ARM--6.5%
                 -----------------------------------------------------------------------------
      2,260,486  5.25%, 6/1/2018                                                                        2,331,827
                 -----------------------------------------------------------------------------
      4,880,792  4.697%, 3/1/2023                                                                       5,034,829
                 -----------------------------------------------------------------------------
      4,517,547  4.349%, 3/1/2023                                                                       4,641,780
                 -----------------------------------------------------------------------------
     16,644,474  4.32%, 4/1/2023                                                                       17,273,801
                 -----------------------------------------------------------------------------
     44,067,219  4.251%, 5/1/2023                                                                      45,609,571
                 -----------------------------------------------------------------------------
      4,988,678  4.25%, 7/1/2023                                                                        5,138,339
                 -----------------------------------------------------------------------------
      4,831,225  4.164%, 9/1/2023                                                                       4,475,728
                 -----------------------------------------------------------------------------
     14,511,704  4.156%, 7/1/2023                                                                      14,933,414
                 -----------------------------------------------------------------------------
      9,879,666  4.125%, 6/1/2023                                                                      10,182,280
                 -----------------------------------------------------------------------------
      6,531,528  4.117%, 3/1/2023                                                                       6,715,260
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                116,336,829
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association--40.5%
                 -----------------------------------------------------------------------------
      2,838,173  13.00%, 9/1/2011-10/1/2015                                                             3,268,327
                 -----------------------------------------------------------------------------
      9,589,953  12.50%, 12/1/2010-11/1/2015                                                           11,025,377
                 -----------------------------------------------------------------------------
      8,755,263  12.00%, 2/1/2005-5/1/2016                                                             10,011,030
                 -----------------------------------------------------------------------------
     20,439,393  11.50%, 5/1/2012-2/1/2016                                                             23,262,951
                 -----------------------------------------------------------------------------
     22,818,134  11.00%, 7/1/2011-5/1/2023                                                             25,680,384
                 -----------------------------------------------------------------------------
     41,683,644  10.50%, 12/1/2019-4/1/2022                                                            46,555,212
                 -----------------------------------------------------------------------------
    121,492,725  10.00%, 5/1/2019-5/1/2023                                                            134,237,886
                 -----------------------------------------------------------------------------
      3,548,827  9.50%, 7/1/2018-11/1/2019                                                              3,788,373
                 -----------------------------------------------------------------------------
$    12,609,162  9.00%, 5/1/2009-2/1/2013                                                       $      13,539,088
                 -----------------------------------------------------------------------------
      2,573,700  8.00%, 1/1/2023-4/1/2023                                                               3,400,890
                 -----------------------------------------------------------------------------
    101,923,080  7.50%, 3/1/2010-11/1/2023                                                            106,371,586
                 -----------------------------------------------------------------------------
    146,539,120  7.00%, 1/1/1999-12/31/1999                                                           150,786,017**
                 -----------------------------------------------------------------------------
    141,764,910  6.50%, 10/25/2008-12/1/2008                                                          144,954,620
                 -----------------------------------------------------------------------------
     49,000,000  6.00%, 1/1/2001                                                                       50,010,870
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                726,892,611
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association REMIC--5.9%
                 -----------------------------------------------------------------------------
     15,118,567  9.00%, Series 1991-82PQ, 8/25/2021                                                     2,097,701
                 -----------------------------------------------------------------------------
     10,000,000  7.00%, Series 1992-15E, 9/25/2018                                                     10,231,700
                 -----------------------------------------------------------------------------
     11,393,000  6.50%, Series 1993-55K, 5/25/2008                                                     11,278,614
                 -----------------------------------------------------------------------------
     19,716,180  6.00%, Series 1993-229J, 12/25/2008                                                   19,712,829
                 -----------------------------------------------------------------------------
     15,000,000  6.00%, Series 1993-96PG, 2/25/2019                                                    14,761,500
                 -----------------------------------------------------------------------------
     12,203,000  5.90%, Series 1993-197PG, 9/25/2007                                                   11,989,814
                 -----------------------------------------------------------------------------
     21,000,000  5.50%, Series 1993-198G, 5/25/2019                                                    20,115,480
                 -----------------------------------------------------------------------------
     15,000,000  4.75%, Series 1993-189PB, 5/25/2007                                                   14,963,850
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                105,151,488
                 -----------------------------------------------------------------------------  -----------------
                 *Federal National Mortgage Association ARM--4.4%
                 -----------------------------------------------------------------------------
     10,348,246  5.50%, 12/1/2022                                                                      10,716,954
                 -----------------------------------------------------------------------------
     10,428,789  4.97%, 3/1/2023                                                                       10,757,922
                 -----------------------------------------------------------------------------
      4,687,084  4.133%, 9/1/2023                                                                       4,795,497
                 -----------------------------------------------------------------------------
      6,830,775  4.094%, 7/1/2023                                                                       7,010,083
                 -----------------------------------------------------------------------------
     26,154,232  4.062%, 6/1/2023                                                                      26,906,166
                 -----------------------------------------------------------------------------
     11,785,746  4.058%, 7/1/2023                                                                      12,132,012
                 -----------------------------------------------------------------------------
      5,968,362  4.009%, 9/1/2023                                                                       6,113,870
                 -----------------------------------------------------------------------------  -----------------
                 Total                                                                                 78,432,504
                 -----------------------------------------------------------------------------  -----------------
                 Total Long-Term Obligations (identified cost, $1,742,565,541)                      1,738,991,695
                 -----------------------------------------------------------------------------  -----------------
(a) Repurchase Agreements--14.5%
- ----------------------------------------------------------------------------------------------
$     9,865,000  J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94,
                 due 2/1/94 (b)                                                                 $       9,865,000
                 -----------------------------------------------------------------------------
    250,000,000\ Kidder Peabody & Co. Inc., 3.15%, dated 1/13/94, due
                 2/14/94                                                                              250,000,000
                 -----------------------------------------------------------------------------  -----------------
                 Total Repurchase Agreements (at amortized cost) (Note 2B)                            259,865,000
                 -----------------------------------------------------------------------------  -----------------
                 Total Investments (identified cost, $2,002,430,541)                            $   1,998,856,695\\
                 -----------------------------------------------------------------------------  -----------------
</TABLE>

   
*   Because of monthly principal payments, the average life of the Federal Home
    Loan Mortgage Corp. Participation securities and Federal National Mortgage
    Association Pass-Through securities approximates 1-10 years.

**  Includes securities with a market value of $256,561,500 subject to Dollar
    Roll transactions.

(a) The repurchase agreements are fully collateralized by U.S. government
    obligations based on market prices at the date of the portfolio.

(b) The investments in the repurchase agreement is through participation in a
    joint account with other Federated funds.

\   Although final maturity falls beyond seven days, a liquidity feature is
    included in each transaction to permit termination of the repurchase
    agreement within seven days.

\\  The cost of investments for federal tax purposes amounts to $2,002,430,541.
    The net unrealized depreciation of investments on a federal tax basis
    amounts to $3,573,846, which is comprised of $24,173,109 appreciation and
    $27,746,955 depreciation at January 31, 1994.

Note: The categories of investments are shown as a percentage of net assets
      ($1,794,423,798) at January 31, 1994.

The following abbreviations are used in this portfolio:

ARM--Adjustable Rate Mortgage
PC--Participation Certificates
REMIC--Real Estate Mortgage Investment Conduit

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

   
Federated Income Trust
Statement of Assets and Liabilities
January 31, 1994
- --------------------------------------------------------------------------------
    

<TABLE>
<S>                                                                          <C>                <C>
Assets:
- ----------------------------------------------------------------------------------------------
Investments in repurchase agreements (Note 2B)                               $     259,865,000
- ---------------------------------------------------------------------------
Investments in other securities (Note 2A)                                        1,738,991,695
- ---------------------------------------------------------------------------  -----------------
     Total investments, at value
     (identified and tax cost, $2,002,430,541)                                                  $   1,998,856,695
- ----------------------------------------------------------------------------------------------
Receivable for investments sold                                                                        41,152,749
- ----------------------------------------------------------------------------------------------
Interest receivable                                                                                    17,037,707
- ----------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                         2,558,505
- ----------------------------------------------------------------------------------------------  -----------------
     Total assets                                                                                   2,059,605,656
- ----------------------------------------------------------------------------------------------
Liabilities:
- ----------------------------------------------------------------------------------------------
Payable for dollar roll transactions (Note 2F)                                     253,358,399
- ---------------------------------------------------------------------------
Dividends payable                                                                    8,810,911
- ---------------------------------------------------------------------------
Payable for Fund shares redeemed                                                     2,822,546
- ---------------------------------------------------------------------------
Accrued expenses                                                                       190,002
- ---------------------------------------------------------------------------  -----------------
     Total liabilities                                                                                265,181,858
- ----------------------------------------------------------------------------------------------  -----------------
Net Assets for 170,836,972 shares of beneficial interest outstanding                            $   1,794,423,798
- ----------------------------------------------------------------------------------------------  -----------------
Net Assets Consist of:
- ----------------------------------------------------------------------------------------------
Paid-in capital (Note 2G)                                                                           1,874,594,776
- ----------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        77,257
- ----------------------------------------------------------------------------------------------
Unrealized appreciation (depreciation) of investments                                                  (3,573,846)
- ----------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments (Note 2G)                                         (76,674,389)
- ----------------------------------------------------------------------------------------------  -----------------
     Total                                                                                      $   1,794,423,798
- ----------------------------------------------------------------------------------------------  -----------------
Net Asset Value, Offering Price and Redemption Price Per Share
Institutional Shares (net assets of $1,727,247,398/ 164,441,814 shares of
beneficial interest outstanding)                                                                           $10.50
- ----------------------------------------------------------------------------------------------  -----------------
Institutional Service Shares (net assets of $67,176,400 / 6,395,158 shares of
beneficial interest outstanding)                                                                           $10.50
- ----------------------------------------------------------------------------------------------  -----------------
</TABLE>

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


Federated Income Trust
Statement of Operations
Year Ended January 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>            <C>
Investment Income:
- ------------------------------------------------------------------------------------------------
Interest income (Note 2C) (net of interest expense of $1,825,273)                                 $   133,602,508
- ------------------------------------------------------------------------------------------------
Expenses:
- ------------------------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                                   $   6,861,374
- ---------------------------------------------------------------------------------
Trustees' fees                                                                            28,208
- ---------------------------------------------------------------------------------
Administrative personnel and services (Note 5)                                         1,043,969
- ---------------------------------------------------------------------------------
Custodian, transfer and dividend disbursing agent fees and expenses                      442,593
- ---------------------------------------------------------------------------------
Registration costs                                                                       124,625
- ---------------------------------------------------------------------------------
Auditing fees                                                                             22,291
- ---------------------------------------------------------------------------------
Legal fees                                                                                19,394
- ---------------------------------------------------------------------------------
Printing and postage                                                                      38,379
- ---------------------------------------------------------------------------------
Taxes                                                                                     38,566
- ---------------------------------------------------------------------------------
Distribution services fee (Note 5)                                                       137,722
- ---------------------------------------------------------------------------------
Insurance premiums                                                                        33,004
- ---------------------------------------------------------------------------------
Miscellaneous                                                                             11,269
- ---------------------------------------------------------------------------------  -------------
     Total expenses                                                                                     8,801,394
- ------------------------------------------------------------------------------------------------  ---------------
          Net investment income                                                                       124,801,114
- ------------------------------------------------------------------------------------------------  ---------------
Realized and Unrealized Gain (Loss) on Investments:
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                                                 6,604,924
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                                   (44,130,386)
- ------------------------------------------------------------------------------------------------  ---------------
     Net realized and unrealized gain (loss) on investments                                           (37,525,462)
- ------------------------------------------------------------------------------------------------  ---------------
          Change in net assets resulting from operations                                          $    87,275,652
- ------------------------------------------------------------------------------------------------  ---------------
</TABLE>

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


   
Federated Income Trust
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
    

<TABLE>
<CAPTION>
                                                                                    Year Ended January 31,
<S>                                                                          <C>                <C>
                                                                             ------------------------------------
<CAPTION>
                                                                                   1994               1993
<S>                                                                          <C>                <C>
Increase (Decrease) in Net Assets:
- ---------------------------------------------------------------------------
Operations--
- ---------------------------------------------------------------------------
Net investment income                                                        $     124,801,114  $     106,105,720
- ---------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($6,669,676 net gain
and $8,708,974 net gain, respectively, as computed for federal income tax
purposes)                                                                            6,604,924          8,708,974
- ---------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) of investments                    (44,130,386)           127,889
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets resulting from operations                                 87,275,652        114,942,583
- ---------------------------------------------------------------------------  -----------------  -----------------
Distributions to Shareholders (Note 3)--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ---------------------------------------------------------------------------
  Institutional Shares                                                            (120,844,426)      (104,675,949)
- ---------------------------------------------------------------------------
  Institutional Service Shares                                                      (3,879,431)        (1,429,771)*
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets from distributions to shareholders                      (124,723,857)      (106,105,720)
- ---------------------------------------------------------------------------  -----------------  -----------------
Fund Share (Principal) Transactions (Note 4)--
- ---------------------------------------------------------------------------
Proceeds from sales of shares                                                      858,701,229        895,706,111
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders electing
to receive payment of distributions in Trust shares                                 25,460,750         19,640,007
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                           (655,129,012)      (553,322,293)
- ---------------------------------------------------------------------------  -----------------  -----------------
     Change in net assets from Fund share transactions                             229,032,967        362,023,825
- ---------------------------------------------------------------------------  -----------------  -----------------
          Change in net assets                                                     191,584,762        370,860,688
- ---------------------------------------------------------------------------
Net Assets:
- ---------------------------------------------------------------------------
Beginning of period                                                              1,602,839,036      1,231,978,348
- ---------------------------------------------------------------------------  -----------------  -----------------
End of period (includes undistributed net investment income
of $77,257)                                                                  $   1,794,423,798  $   1,602,839,036
- ---------------------------------------------------------------------------  -----------------  -----------------
</TABLE>

   
*For the period from May 31, 1992 (effective date of Institutional Service
Shares) to January 31, 1993.
    

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

Federated Income Trust
Notes to Financial Statements
   
January 31, 1994
    
- --------------------------------------------------------------------------------

(1) Organization

   
Federated Income Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end, management investment
company. The Trust provides two classes of shares ("Institutional Shares" and
"Institutional Service Shares"). Institutional Service Shares are identical in
all respects to Institutional Shares except that Institutional Service Shares
are sold pursuant to a distribution plan ("Plan") adopted in accordance with the
Investment Company Act Rule 12b-1.
    

(2) Significant Accounting Policies

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principals.

   
A.   Investment Valuations--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service.

B.   Repurchase Agreements--It is the policy of the Trust to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Trust to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure the value at
     least equals the principal amount of the repurchase transaction, including
     accrued interest.

     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 Board of Trustees ("Trustees"). Risks may arise from the
     potential inability of counterparties to honor the terms of the repurchase
     agreement. Accordingly, the Trust could receive less than the repurchase
     price on the sale of collateral securities.

C.   Income--Interest income is recorded on the accrual basis and includes
     discount earned less any premium on short-term obligations and original
     issue discount on all other debt securities.

D.   Federal Taxes--It is the Trust's policy to comply with the provisions of
     the Internal Revenue Code, as amended, (the "Code"), applicable to
     regulated investment companies and to distribute to shareholders each year
     substantially all of its taxable income, including any net realized gain on
     investments. Accordingly, no provisions for federal tax are necessary. At
     January 31, 1994, the Trust, for federal income tax purposes, had a capital
     loss carryforward of $59,511,521, which will reduce the Trust's taxable
     income arising from future net realized gains on investments, if any, to
     the extent permitted by the Code, and thus will reduce the amount of the
     distribution to shareholders which would otherwise be necessary to relieve
     the Trust of any liability for federal tax. Pursuant to the Code, such
     capital loss carryforward will expire in 1996 ($14,398,108), 1997
     ($26,760,646), 1998 ($16,389,825) and 1999 ($1,962,942). Included in these
     amounts are $583,490 of losses which were incurred by Federated Variable
     Rate Mortgage Securities Trust prior to its merger into the Trust. The
     Trust's ability to use these losses may be limited, however, through the
     application of the Code's change of ownership rules.

     Additionally, net capital losses of $17,162,868 attributable to security
     transactions incurred after October 31, 1993, are treated as arising on
     February 1, 1994, the first day of the Fund's next taxable year.

E.   When-Issued and Delayed Delivery Transactions--The Trust may engage in
     when-issued or delayed delivery transactions. The Trust records when-issued
     securities and maintains security positions such that sufficient liquid
     assets will be available to make payment for the securities purchased.
     Securities purchased on a when-issued or delayed delivery basis are marked
     to market daily and begin earning interest on the settlement date.

F.   Dollar Roll Transactions--The Trust enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA and FHLMC, in
     which the Trust sells mortgage securities to financial institutions and
     simultaneously agrees to repurchase substantially similiar (same type,
     coupon and maturity) securities at a later date at an agreed upon price.
     During the period between the sale and repurchase, the Trust forgoes
     principal and interest paid on the mortgage security sold. The Trust is
     compensated by the interest earned on the cash proceeds of the initial sale
     and any additional fee income received on the sale.

G.   Reclassifications--During the current period, the Fund adopted Statement of
     Position 93-2 Determination, Disclosure, and Financial Statement
     Presentation of Income, Capital Gain, and Return of Capital Distributions
     by Investment Companies. Accordingly, permanent book and tax basis
     differences relating to shareholder distributions have been reclassified to
     paid-in-capital. As of February 1, 1993, the cumulative effect of such
     differences, totaling $517,028 was reclassified from accumulated net
     realized gain/(loss) on investments to paid-in-capital. Net investment
     income, net realized gains, and net assets were not affected by this
     change.

H.   Other--Investment transactions are accounted for on the date of the
     transaction.
    

(3) Dividends and Distributions

   
Dividends from net investment income are declared daily and paid monthly.
Distributions of any net realized capital gains are made at least once every
twelve months. Dividends and capital gain distributions, if any, are recorded on
the ex-dividend date.
    

(4) Shares of Beneficial Interest

   
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. Transactions in Trust shares were as follows:
    

<TABLE>
<CAPTION>
                                                                   Year Ended January 31,
<S>                                         <C>             <C>                <C>             <C>
                                            --------------------------------------------------------------------
<CAPTION>
                                                          1994                               1993
                                            ---------------------------------  ---------------------------------
Institutional Shares                            Shares           Dollars           Shares           Dollars
- ------------------------------------------  --------------  -----------------  --------------  -----------------
<S>                                         <C>             <C>                <C>             <C>
Shares outstanding,
beginning of period                            144,383,249  $   1,591,146,575     115,614,902  $   1,283,604,950
- ------------------------------------------
Shares sold                                     73,655,885        783,979,962      77,004,962        822,750,753
- ------------------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares                     2,174,745         23,092,260       1,718,663         18,331,718
- ------------------------------------------
Shares redeemed                                (55,772,065)      (592,762,823)    (49,955,278)      (532,956,850)
- ------------------------------------------  --------------  -----------------  --------------  -----------------
Shares outstanding, end of period              164,441,814  $   1,805,455,974     144,383,249  $   1,591,730,571
- ------------------------------------------  --------------  -----------------  --------------  -----------------
</TABLE>

<TABLE>
<CAPTION>
                                                                     Year Ended January 31,
<S>                                              <C>            <C>              <C>            <C>
                                                 --------------------------------------------------------------
<CAPTION>
                                                              1994                           1993*
                                                 ------------------------------  ------------------------------
Institutional Service Shares                        Shares          Dollars         Shares          Dollars
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
<S>                                              <C>            <C>              <C>            <C>
Shares outstanding, beginning of period              5,032,890  $    53,898,204       --        $     --
- -----------------------------------------------
Shares sold                                          7,007,589       74,721,267      6,795,689       72,955,358
- -----------------------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares                           222,804        2,368,490        122,524        1,308,289
- -----------------------------------------------
Shares redeemed                                     (5,868,125)     (62,366,189)    (1,885,323)     (20,365,443)
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
Shares outstanding, end of period                    6,395,158  $    68,621,772      5,032,890  $    53,898,204
- -----------------------------------------------  -------------  ---------------  -------------  ---------------
</TABLE>

   
*For the period from May 31, 1992 (effective date of Institutional Service
Shares) to January 31, 1993.
    

(5) Investment Advisory Fee and Other Transactions with Affiliates

   
Federated Management, the Trust's investment adviser ("Adviser"), receives for
its services an annual investment advisory fee equal to 0.40 of 1% of the
Trust's average daily net assets. For the year ended January 31, 1994, the
Adviser earned a fee of $6,861,374.

Administrative personnel and services were provided at approximate cost by
Federated Administrative Services, Inc. Effective March 1, 1994, Federated
Administrative Services ("FAS") will provide administrative personnel and
services at an annual rate of 0.15 of 1% on the first $250 million of average
aggregate net assets of the total Federated Funds; 0.125 of 1% on the next $250
million; 0.10 of 1% on the next $250 million; and 0.075 of 1% on average
aggregate net 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.

The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Trust will compensate Federated
Securities Corp., ("FSC"), the principal distributor, from the net assets of the
Trust, to finance activities intended to result in the sale of the Trust's
Institutional Service Shares. The Plan provides that the Fund will incur
distribution expenses up to 0.25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate FSC. For the year ended
January 31, 1994, FSC was compensated $137,722 in distribution services fees
under the plan.
    

Certain of the Officers and Trustees of the Trust are Officers and Directors of
the above corporations.

(6) Investment Transactions

   
Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended January 31, 1994, were as follows:
    

<TABLE>
<S>                                                                                              <C>
- -----------------------------------------------------------------------------------------------
Purchases--                                                                                      $   3,195,722,654
- -----------------------------------------------------------------------------------------------  -----------------
Sales--                                                                                          $   3,016,520,332
- -----------------------------------------------------------------------------------------------  -----------------
</TABLE>

(7) Acquisition of Federated Variable Rate Mortgage Securities Trust

On April 26, 1990, the Trust acquired all the net assets of Federated Variable
Rate Mortgage Securities Trust ("Acquired Trust") pursuant to a plan of
reorganization approved by the Acquired Trust's shareholders on February 14,
1990. The acquisition was accomplished by a tax-free exchange of 742,473 shares
of the Trust (valued at $7,439,576) for assets of the Acquired Trust outstanding
on April 26, 1990. The Acquired Trust's net assets at that date ($7,439,576)
including $14,365 of unrealized appreciation and $583,996 net realized loss on
investment transactions, were combined with those of the Trust. The aggregate
net assets of the Trust immediately before and after the acquisition were
$960,530,883 and $967,970,459, respectively.

Independent Auditors' Report
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of
FEDERATED INCOME TRUST:

   
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated Income Trust as of January 31, 1994,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended January 31, 1994 and 1993, and the
financial highlights (see pages 2 and 15 of the prospectus) for each of the
years in the ten-year period ended January 31, 1994. These financial statements
and financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
January 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Federated Income
Trust as of January 31, 1994, the results of its operations, the changes in its
net assets, and the financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.
    

DELOITTE & TOUCHE

Boston, Massachusetts
   
March 15, 1994
    

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
                    Federated Income Trust                                 Federated Investors Tower
                    Institutional Service Shares                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

   
Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                             Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3799
    
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Auditors
                    Deloitte & Touche                                      125 Summer Street
                                                                           Boston, Massachusetts 02110-1617
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Federated Income Trust
Institutional Service Shares
Prospectus


An Open-End, Diversified
Management Investment Company

   
March 31, 1994

8030102A-ISS (3/94)
    


                             Federated Income Trust
                              Institutional Shares
                          Institutional Service Shares
                  Combined Statement of Additional Information

   
     The Institutional Shares and Institutional Service Shares of Federated
     Income Trust (the "Trust") represent interests in a diversified
     portfolio of securities (the "Fund"). This Combined Statement of
     Additional Information should be read with the respective prospectus
     for Institutional Shares and Institutional Service Shares dated March
     31, 1994. This Statement is not a prospectus itself. To receive a copy
     of either prospectus, write or call Federated Income Trust.
    

     Federated Investors Tower
     Pittsburgh, Pennsylvania 15222-3779

   
                         Statement dated March 31, 1994
    

[LOGO]       FEDERATED SECURITIES CORP.
             ---------------------------------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS


Table of Contents
- --------------------------------------------------------------------------------

General Information About the Trust                                            1
- ---------------------------------------------------------------

Investment Objective and Policies                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  When-Issued and Delayed Delivery
     Transactions                                                              1
  Repurchase Agreements                                                        1
  Portfolio Turnover                                                           1
  Investment Limitations                                                       1

Trust Management                                                               2
- ---------------------------------------------------------------

  Officers and Trustees                                                        2
  The Funds                                                                    4
  Fund Ownership                                                               5
  Trustee Liability                                                            5

Investment Advisory Services                                                   5
- ---------------------------------------------------------------

  Adviser to the Fund                                                          5
  Advisory Fees                                                                5
  Other Advisory Services                                                      6

Administrative Services                                                        6
- ---------------------------------------------------------------

Brokerage Transactions                                                         6
- ---------------------------------------------------------------

Purchasing Shares                                                              6
- ---------------------------------------------------------------

   
  Distribution and Shareholder
     Services Plans                                                            7
    
  Conversion to Federal Funds                                                  7

Determining Net Asset Value                                                    7
- ---------------------------------------------------------------

  Determining Market Value of Securities                                       7

Redeeming Shares                                                               7
- ---------------------------------------------------------------

Exchanging Securities for Trust Shares                                         7
- ---------------------------------------------------------------

  Tax Consequences                                                             8

Tax Status                                                                     8
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        8
  Shareholders' Tax Status                                                     8

Total Return                                                                   8
- ---------------------------------------------------------------

Yield                                                                          8
- ---------------------------------------------------------------

Performance Comparisons                                                        9
- ---------------------------------------------------------------

  Duration                                                                    10

General Information About the Trust
- --------------------------------------------------------------------------------

Federated Income Trust was established as a Massachusetts business trust under a
Declaration of Trust dated November 17, 1981.

Shares of the Fund are offered in two classes known as Institutional Shares and
Institutional Service Shares (individually and collectively referred to as
"Shares"). This Combined Statement of Additional Information relates to the
above-mentioned Shares of the Fund.

Investment Objective and Policies
- --------------------------------------------------------------------------------

The Fund's investment objective is current income.

Types of Investments

The Fund invests only in U.S. government securities and certain collateralized
mortgage obligations. This investment policy and the objective stated above
cannot be changed without approval of shareholders.

When-Issued and Delayed Delivery Transactions

These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, and not for investment leverage. The Fund may engage in these
transactions to an extent that would cause the segregation of an amount up to
20% of the total value of its assets.

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement dates will occur no more than 120 days
after entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Fund sufficient to make payment for the securities
to be purchased are segregated at the trade date. These securities are marked to
market daily and maintained until the transaction is settled.

Repurchase Agreements

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

Portfolio Turnover

The Fund conducts portfolio transactions to accomplish its investment objective
as interest rates change, to invest new money obtained from selling its shares,
and to meet redemption requests. The Fund may dispose of portfolio securities at
any time if it appears that selling the securities will help the Fund achieve
its investment objective.

   
The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. During the fiscal years ended January 31, 1994
and 1993, the portfolio turnover rates were 178% and 52%, respectively.
    

Investment Limitations

The Fund will not change any of the investment limitations described below
without approval of shareholders.

     Selling Short and Buying on Margin

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

     Borrowing Money

       The Fund 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 or in an amount 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 borrowing provision is not for investment leverage but
       solely to facilitate management of the portfolio by enabling the Fund to
       meet redemption requests when the liquidation of portfolio securities
       would be inconvenient or disadvantageous.

       Interest paid on borrowed funds will not be available for investment. The
       Fund will liquidate any such borrowings as soon as possible and may not
       purchase any portfolio securities while any borrowings are outstanding.

     Pledging Assets

       The Fund will not mortgage, pledge, or hypothecate any assets except to
       secure permitted borrowings. In those cases, it may mortgage, pledge, or
       hypothecate assets having a market value not exceeding 10% of the value
       of total assets at the time of the borrowing.

     Lending Cash or Securities

       The Fund will not lend any assets except portfolio securities. (This will
       not prevent the purchase or holding of bonds, debentures, notes,
       certificates of indebtedness or other debt securities of an issuer,
       repurchase agreements or other transactions which are permitted by the
       Fund's investment objective and policies or Declaration of Trust).

     Issuing Senior Securities

       The Fund will not issue senior securities, except as permitted by its
       investment objective and policies.

     Investing in Securities of Other Investment Companies

       The Fund may not own securities of open-end investment companies. The
       Fund can acquire up to 3 per centum of the total outstanding stock of
       closed-end investment companies. The Fund will not be subject to any
       other limitations with regard to the acquisition of securities of
       closed-end investment companies so long as the public offering price of
       the Fund's Shares does not include a sales load exceeding 1-1/2 per cent.
       The Fund will purchase securities of closed-end investment companies only
       in open-market transactions involving only customary broker's
       commissions. However, these limitations are not applicable if the
       securities are acquired in a merger, consolidation, or acquisition of
       assets.

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
restriction.

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

Officers and Trustees

   
Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services Company, and
Federated Administrative Services, and the Funds (as defined below).
    

<TABLE>
<CAPTION>
                                   Positions with        Principal Occupations
Name and Address                   the Trust             During Past Five Years
<S>                                <C>                   <C>

John F. Donahue\*                  Chairman and          Chairman and Trustee, Federated Investors; Chairman and Trustee,
Federated Investors Tower          Trustee               Federated Advisers, Federated Management, and Federated Research;
Pittsburgh, PA                                           Director, AEtna Life and Casualty Company; Chief Executive Officer and
                                                         Director, Trustee, or Managing General Partner of the Funds; formerly,
                                                         Director, The Standard Fire Insurance Company. Mr. Donahue is the father
                                                         of J. Christopher Donahue, Vice President of the Trust.

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

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

James E. Dowd                      Trustee               Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
571 Hayward Mill Road                                    Trustee, or Managing General Partner of the Funds; formerly, Director,
Concord, MA                                              Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D. 3471       Trustee               Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Fifth Avenue                                             Hospitals; Clinical Professor of Medicine and Trustee, University of
Suite 1111                                               Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.
Pittsburgh, PA

Edward L. Flaherty, Jr.\           Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
5916 Penn Mall                                           Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Pittsburgh, PA                                           Trustee, or Managing General Partner of the Funds; formerly, Counsel,
                                                         Horizon Financial, F.A., Western Region.

   
Glen R. Johnson*                   President and         Trustee, Federated Investors; President and/or Trustee of some of the
Federated Investors Tower          Trustee               Funds; staff member, Federated Securities Corp., and Federated
Pittsburgh, PA                                           Administrative Services.

Peter E. Madden                    Trustee               Consultant; State Representative, Commonwealth of Massachusetts;
225 Franklin Street                                      Director, Trustee, or Managing General Partner of the Funds; formerly
Boston, MA                                               President, State Street Bank and Trust Company and State Street Boston
                                                         Corporation and Trustee, Lahey Clinic Foundation, Inc.
    

Gregor F. Meyer                    Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
5916 Penn Mall                                           Director, Trustee, or Managing General Partner of the Funds; formerly,
Pittsburgh, PA                                           Vice Chairman, Horizon Financial, F.A.

   
Wesley W. Posvar                   Trustee               Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
1202 Cathedral of                                        Endowment for International Peace, RAND Corporation; Online Computer
Learning                                                 Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
University of Pittsburgh                                 Management Center; Director, Trustee, or Managing General Partner of the
Pittsburgh, PA                                           Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
                                                         National Advisory Council for Environmental Policy and Technology.
    

Marjorie P. Smuts                  Trustee               Public relations/marketing consultant; Director, Trustee, or Managing
4905 Bayard Street                                       General Partner of the Funds.
Pittsburgh, PA

   
J. Christopher Donahue             Vice President        President and Trustee, Federated Investors; Trustee, Federated Advisers,
Federated Investors Tower                                Federated Management, and Federated Research; President and Director,
Pittsburgh, PA                                           Federated Administrative Services; Trustee, Federated Services Company;
                                                         President or Vice President of the Funds; Director, Trustee or Managing
                                                         General Partner of some of the Funds. Mr. Donahue is the son of John F.
                                                         Donahue, Chairman and Trustee of the Trust.

Richard B. Fisher                  Vice President        Executive Vice President and Trustee, Federated Investors; Chairman,
Federated Investors Tower                                Federated Securities Corp.; President or Vice President of the Funds;
Pittsburgh, PA                                           Director or Trustee of some of the Funds.

Edward C. Gonzales                 Vice President        Vice President, Treasurer and Trustee, Federated Investors; Vice
Federated Investors Tower          and Treasurer         President and Treasurer, Federated Advisers, Federated Management, and
Pittsburgh, PA                                           Federated Research; Executive Vice President, Treasurer, and Director,
                                                         Federated Securities Corp.; Trustee, Federated Services Company;
                                                         Chairman, Treasurer, and Director, Federated Administrative Services;
                                                         Trustee of some of the Funds; Vice President and Treasurer of the Funds.

John W. McGonigle                  Vice President        Vice President, Secretary, General Counsel, and Trustee,
Federated Investors Tower          and Secretary         Federated Investors; Vice President, Secretary and Trustee,
Pittsburgh, PA                                           Federated Advisers, Federated Management, and Federated
                                                         Research; Trustee, Federated Services Company; Executive Vice President,
                                                         Secretary, and Director, Federated Administrative Services; Director and
                                                         Executive Vice President, Federated Securities Corp.; Vice President and
                                                         Secretary of the Funds.
    

John A. Staley, IV                 Vice President        Vice President and Trustee, Federated Investors; Executive Vice
Federated Investors Tower                                President, Federated Securities Corp.; President and Trustee, Federated
Pittsburgh, PA                                           Advisers, Federated Management, and Federated Research; Vice President
                                                         of the Funds; Director, Trustee, or Managing General Partner of some of
                                                         the Funds; formerly, Vice President, The Standard Fire Insurance Com-
                                                         pany and President of its Federated Research Division.
</TABLE>

*This Trustee is deemed to be an "interested person" of the Trust as defined in
 the Investment Company Act of 1940.

\Members of the Trust's Executive Committee. The Executive Committee of the
 Board of Trustees handles the responsibilities of the Board of Trustees between
 meetings of the Board.

The Funds

   
"The Funds" and "Funds" mean the following investment companies: A.T. Ohio
Municipal Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; The Boulevard
Funds; California Municipal Cash Trust; Cash Trust Series Inc; Cash Trust Series
II; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; FT
Series, Inc.; Federated ARMS Fund; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust, Federated
Index Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority Funds; Fixed
Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty Term Trust, Inc.-1999; Liberty
Utility Fund Inc.; Liberty U.S. Government Money
Market Trust; Liquid Cash Trust; Managed Series Trust; Mark Twain Funds; Money
Market Management Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran
Funds; The Planters Funds; Peachtree Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Signet Select Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; and Trust for U.S. Treasury Obligations.
    

Fund Ownership

Officers and Trustees own less than 1% of the Fund's outstanding shares.

   
As of March 7, 1994, the following shareholder of record owned 5% or more of the
outstanding Institutional Shares of the Fund: Integra Trust Services,
Pittsburgh, Pennsylvania, owned approximately 15,975,728 shares (9.86%).

As of March 7, 1994, the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Fund: Charles Schwab & Co.,
Inc., San Francisco, California, owned approximately 1,390,963 shares (24.11%);
Heritage Trust Company, Grand Junction, Colorado, owned approximately 518,033
shares (8.98%); First National Bank & Trust of McAllister, McAllister, Oklahoma,
owned approximately 438,328 shares (8.38%); Pawtucket Trust Co., Pawtucket,
Rhode Island, owned approximately 441,778 shares (7.66%); First Albany Corp.,
Albany, New York, owned approximately 293,679 shares (7.60%); Bank One Utah NA,
Salt Lake City, Utah, owned approximately 321,477 shares (5.57%); and Signet
Trust Co., Baltimore, Maryland, owned approximately 309,548 shares (5.36%).
    

Trustee Liability

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

Investment Advisory Services
- --------------------------------------------------------------------------------

Adviser to the Fund

   
The Fund'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. John F. Donahue is Chairman and Trustee of Federated
Management; Chairman and Trustee, Federated Investors and Chairman and Trustee
of the Trust. John A. Staley, IV, is President of Federated Management; Vice
President and Trustee, Federated Investors; Executive Vice President, Federated
Securities Corp. and Vice President of the Trust. J. Christopher Donahue, is
Trustee, Federated Management; President and Trustee, Federated Investors;
Trustee, President and Director, Federated Administrative Services; and Vice
President of the Trust. John W. McGonigle is Vice President, Secretary and
Trustee of Federated Management; Trustee, Vice President, Secretary and General
Counsel, Federated Investors; Executive Vice President, Secretary and Director,
Federated Administrative Services; Federated Services Company; Director and
Executive Vice President, Federated Securities Corp.; and Vice President and
Secretary of the Trust.
    

The adviser shall not be liable to the Fund or any shareholder of the Fund 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. During the fiscal years ended
January 31, 1994, 1993 and 1992 the Fund's adviser earned $6,861,374, $5,643,772
and $4,134,391, respectively.
    

     State Expense Limitations

       The adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per
       year of the next $70 million of average net assets, and 1-1/2% per year
       of the remaining average net assets, the adviser will reimburse the Fund
       for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.

Other Advisory Services

Federated Research Corp. receives fees from certain depository institutions for
providing consulting and portfolio advisory services relating to each
institution's program of asset management. Federated Research Corp. may advise
such clients to purchase or redeem shares of investment companies, such as the
Fund, which are managed for a fee by Federated Research Corp. or other
affiliates of Federated Investors such as the adviser, and may advise such
clients to purchase and sell securities in the direct markets. Further,
Federated Research Corp. and other affiliates of the adviser may, from time to
time, provide certain consulting services and equipment to depository
institutions in order to facilitate the purchase of shares of funds offered by
Federated Securities Corp.

Administrative Services
- --------------------------------------------------------------------------------

   
Federated Administrative Services, Inc., a subsidiary of Federated Investors,
has provided administrative personnel and services to the Fund at approximate
cost. For the fiscal years ended January 31, 1994, 1993 and 1992, the Fund
incurred costs for administrative service fees of $1,043,969, $778,981, and
$683,146, respectively. John A. Staley, IV, an officer of the Fund, and Dr.
Henry J. Gailliot, an officer of Federated Management, the adviser to the Fund,
each hold approximately 15% and 20%, respectively, of the outstanding common
stock and serve as Directors of Commercial Data Services, Inc., a company which
provides computer processing services to Federated Administrative Services, Inc.
For the fiscal years ended January 31, 1994, 1993 and 1992 Federated
Administrative Services, Inc. paid approximately $161,054, $181,235, and
$200,212, respectively, for services provided by Commercial Data Services, Inc.
    

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 utilize 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
review by the Board of Trustees.

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund 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.

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.

Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising the Funds 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.

Purchasing Shares
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange is open for business. The procedure for purchasing Shares is
explained in the respective prospectus under "Investing in Institutional Shares"
or "Investing in Institutional Service Shares."

   
Distribution and Shareholder Services Plans

These arrangements permit the payment of fees to Financial Institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

With respect to the Institutional Service Shares Class of the Fund, by adopting
the Distribution Plan, the Board of Trustees expects that the Fund will be able
to achieve a more predictable flow of cash for investment purposes and to meet
redemptions. This will facilitate more efficient portfolio management and assist
the Fund in pursuing its investment objectives. By identifying potential
investors whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp fluctuations in rates
of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

For the years ended January 31, 1994, and 1993, payments in the amount of
$137,722 and $49,924, respectively, were made pursuant to the Distribution Plan
(Institutional Service Shares only).
    

Conversion to Federal Funds

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. State Street Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

Determining Net Asset Value
- --------------------------------------------------------------------------------

Net asset value generally changes each day. The days on which the net asset
value is calculated by the Fund are described in the respective prospectus.

Determining Market Value of Securities

Market values of the Fund's portfolio securities are determined as follows:

 according to the mean between the over-the-counter bid and asked prices
 provided by an independent pricing service, if available, or at fair value as
 determined in good faith by the Fund's Board of Trustees; or

   
 for short-term obligations with remaining maturities of less than 60 days at
 the time of purchase, at amortized cost unless the Board of Trustees determines
 that particular circumstances of the security indicate otherwise.
    

Redeeming Shares
- --------------------------------------------------------------------------------

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

Exchanging Securities for Trust Shares
- --------------------------------------------------------------------------------

   
Investors may exchange certain U.S. government securities they already own for
Shares of either class, or they may exchange a combination of securities and
cash for Shares of either class. An investor should forward the securities in
negotiable form with an authorized letter of transmittal to Federated Securities
Corp. specifying whether the investor will receive Institutional Shares or
Institutional Service Shares. The Fund will notify the investor of its
acceptance and valuation of the securities within five business days of their
receipt by the transfer agent.
    

The Fund values securities in the same manner as the Fund values its assets. The
basis of the exchange will depend upon the net asset value of Shares on the day
the securities are valued. One share of the Fund will be issued for each
equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, or other
rights attached to the securities become the property of the Fund, along with
the securities.

Tax Consequences

Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Shares,
a gain or loss may be realized by the investor.

Tax Status
- --------------------------------------------------------------------------------

The Fund's Tax Status

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund 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.

Shareholders' Tax Status

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.

     Capital Gains

       Capital gains distributed to shareholders will be treated as long-term
       capital gains regardless of how long shareholders have held Shares.

Total Return
- --------------------------------------------------------------------------------

   
The average annual total return for Institutional Shares of the Fund 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 offering price 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. Cumulative total return reflects the Fund's performance over a
specific period of time. The Fund's cumulative total return for Institutional
Service Shares is representative of the activity in that class of shares from
January 31, 1993 through January 31, 1994.

The Fund's average annual total return for Institutional Shares for the one-year
and five-year periods ended January 31, 1994, and for the period from March 30,
1982 (effective date of the Trust's registration statement) to January 31, 1994
were 5.22%, 9.58%, and 10.89%, respectively. The Fund's cumulative total return
for Institutional Service Shares for the period from June 18, 1992, through
January 31, 1993, and for the year ended January 31, 1994, was 4.96% and 6.07%,
respectively.
    

Yield
- --------------------------------------------------------------------------------

The yield for both classes of shares of the Fund is determined each day by
dividing the net investment income per share (as defined by the Securities and
Exchange Commission) earned by either class of shares over a thirty-day period
by the offering price per share by either class of shares on the last day of the
period. This value is then annualized using semi-annual compounding. This means
that the amount of income generated during the thirty-day period is assumed to
be generated each month over a twelve-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by the
Fund because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.


To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, performance will be reduced for those shareholders paying those
fees.

   
The Fund's yield for Institutional Shares for the thirty-day period ended
January 31, 1994, was 5.04%. The Fund's yield for Institutional Service Shares
was 4.79% for the same period.
    

Performance Comparisons
- --------------------------------------------------------------------------------

The performance of both class of shares depends upon such variables as:

 portfolio quality;

 average portfolio maturity;

 type of instruments in which the portfolio is invested;

 changes in interest rates and market value of portfolio securities;

 changes in the Fund's expenses or either class of shares' expenses; and

 various other factors.

Both classes of shares' performance fluctuates on a daily basis largely because
net earnings and net asset value per share fluctuate daily. Both net earnings
and net asset value per share are factors in the computation of yield and total
return.

   
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund'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 Fund uses in advertising may include:
    

 Lipper Analytical Services, Inc. ranks funds in various fund categories by
 making comparative calculations using total return. Total return assumes the
 reinvestment of all capital gains distributions and income dividends and takes
 into account any change in net asset value over a specific period of time. From
 time to time, the Fund will quote its Lipper ranking in the U.S. government
 funds category in advertising and sales literature.

   
 Lehman Government/Corporate (Total) index is comprised of approximately 5,000
 issues which include non-convertible bonds publicly issued by the U.S.
 government or its agencies; corporate bonds guaranteed by the U.S. government
 and quasi-federal corporations; and publicly issued, fixed rate,
 non-convertible domestic bonds of companies in industry, public utilities and
 finance. The average maturity of these bonds approximates nine years. Tracked
 by Smith Barney Shearson, the index calculates total returns for the one month,
 three month, twelve month and ten year periods and year-to-date.

 Lehman Brothers Government Index is an unmanaged index comprised of all
 publicly issued, non-convertible domestic debt of the U.S. government, or any
 agency thereof, or any quasi-federal corporation and of corporate debt
 guaranteed by the U.S. government. Only notes and bonds with a minimum
 outstanding principal of $1 million and a minimum maturity of one year are
 included.

 Salomon Brothers 15 Year Mortgage Backed Securities Index includes the average
 of all 15 year mortgage securities which include Federal Home Loan Mortgage
 Corp. (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and
 Government National Mortgage Association (GNMA).

 Lehman Brothers Five Year Treasury Bellwether Index is an unmanaged index
 comprised of U.S. government Treasury Bonds with an average maturity of five
 years.
    

 Morningstar, Inc., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according to their risk-adjusted
 returns. The maximum rating is five stars, and ratings are effective for two
 weeks.

In addition, the Fund will make comparisons to certain direct market securities
in which it is permitted to invest. The type of security that will be used for
such comparisons, and the sources of its performance are listed below.

 5-Year Treasury Notes--Source: Wall Street Journal, Bloomberg Financial
 Markets, and Telerate.

   
Advertisements and other sales literature for both classes of shares may quote
total returns which are calculated on nonstandardized base periods. These total
returns also represent the historic change in the value of an investment in
either class of shares based on monthly reinvestment of dividends over a
specified period of time.
    

Duration

Duration is a commonly used measure of the potential volatility in the price of
a bond, or other fixed income security, or in a portfolio of fixed income
securities, prior to maturity. Volatility is the magnitude of the change in the
price of a bond relative to a given change in the market rate of interest. A
bond's price volatility depends on three primary variables: the bond's coupon
rate; maturity date; and the level of market yields of similar fixed-income
securities. Generally, bonds with lower coupons or longer maturities will be
more volatile than bonds with higher coupons or shorter maturities. Duration
combines these variables into a single measure.

Duration is calculated by dividing the sum of the time-weighted values of the
cash flows of a bond or bonds, including interest and principal payments, by the
sum of the present values of the cash flows.

When the Fund invests in mortgage pass-through securities, its duration will be
calculated in a manner which requires assumptions to be made regarding future
principal prepayments. A more complete description of this calculation is
available upon request from the Fund.

   
                                                                 8030102B (3/94)
    

PART C.   OTHER INFORMATION

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements (Filed in Part A)
            (b)   Exhibits:
                  (1)   Copy of the Declaration of Trust of the Registrant as 
                       amended (1.,2.,3.);
                  (2)   Copy of the By-Laws of the Registrant as amended 
                       (2.,5.);
                        (i)   Copy of Amendment No. 2 to the By-Laws of the 
                              Registrant dated February 2, 1987 (6.);
                  (3)   Not applicable;
                  (4)   Copy of Specimen Certificate for Shares of Beneficial 
                       Interest of the Registrant (3.);
                  (5)   Copy of the revised Investment Advisory Contract of 
                       the Registrant dated August 1, 1989 (9.);
                  (6)   Copy of the revised Distributor's Contract (9.);
                  (7)   Not applicable;
                  (8)   (i)         Copy of the Custodian Agreement of 
                              the Registrant (7.);
                        (ii)  Conformed Copy of Transfer Agency and Service 
                              Agreement;+

                        
+   All exhibits have been filed electronically.

 1.   Response is incorporated by reference to Registrant's Initial 
     Registration Statement on Form N-1 filed December 17, 1981.  (File Nos. 
     2-75366 and 811-3352)
 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 on Form N-1 filed February 3, 1982.  (File Nos. 2-75366 
     and 811-3352)
 3.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 2 on Form N-1 dated March 17, 1982.  (File Nos. 2-75366 
     and 811-3352) 
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 6 on Form N-1A filed January 30, 1985.  (File Nos. 2-75366 
     and 811-3352)
 6.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 9 on Form N1-A filed March 23, 1987.  (File Nos. 2-75366 
     and 811-3352)
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 10 on Form N-1A filed March 22, 1988.  (File Nos. 2-75366 
     and 811-3352)
  9.  Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 15 on Form N-1A filed March 13, 1990.  (File Nos. 2-75366 
     and 811-3352)

Item 24.    Financial Statements and Exhibits: (Continued)
                  (9)   Not applicable;
                  (10)        Copy of the Opinion and Consent of Counsel 
                       as to legality of shares being registered (10.);
                  (11)        Conformed copy of the Consent of 
                       Independent Public Accountants;+                
                  (12)        Not applicable;
                  (13)        Initial Capital Understanding (2.);
                  (14)        Not applicable;
                  (15)  Not applicable;
                  (16)        Schedules for Computation of Trust 
                       Performance Data (8.);
                  (17)        Conformed copy of Power of Attorney+;
                  (18)        Conformed copy of Opinion and Consent of 
                       Counsel as to availability of Rule 485(b)+.

Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                      as of March 4, 1994  

            Shares of Beneficial Interest                   
            (no par value)

            Institutional Shares                            6990
            Institutional Service Shares                    351

Item 27.    Indemnification: (3.);

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 "Trust Management - 
                Officers and Trustees."  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.


+   All exhibits have been filed electronically.


 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 on Form N-1 filed February 3, 1982.  (File Nos. 2-75366 
     and 811-3352)
 8.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 12 on Form N-1A filed March 22, 1989.  (File Nos. 2-75366 
     and 811-3352)
10.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 19 on Form N-1A filed April 1, 1992.  (File Nos. 2-75366 
     and 811-3352)







            The remaining Officers of the investment adviser are:  William D. 
           Dawson, III, J. Thomas Madden, and Mark L. Mallon, Executive Vice 
           Presidents; Henry J. Gailliot, Senior Vice President-Economist; 
           Peter R. Anderson, Gary J. Madich and J. Alan Minteer, Senior Vice 
           Presidents; Randall A. Bauer, Jonathan C. Conley, Deborah A. 
           Cunningham, Mark Durbiano, Roger A. Early, Kathleen M. 
           Foody-Malus, David C. Francis, Thomas M. Franks, Edward C. 
           Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W. 
           McGonigle, Gregory M. Melvin, Susan M. Nason, Mary Jo Ochson, 
           Robert J. Ostrowski, Charles A. Ritter, and Christopher H. Wiles, 
           Vice Presidents; Edward C. Gonzales; Treasurer, and John W. 
           McGonigle, Secretary.  The business address of each of the 
           Officers of the investment adviser is Federated Investors Tower, 
           Pittsburgh, PA 15222-3779.  These individuals are also officers of 
           a majority of the investment advisers to the Funds listed in Part 
           B of this Registration Statement under "The Funds."

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:  A.T. Ohio Municipal 
        Money Fund; Alexander Hamilton Funds; American Leaders Fund, 
        Inc.; Annuity Management Series; Automated Cash Management 
        Trust; Automated Government Money Trust; BayFunds; The Biltmore 
        Funds; The Biltmore Municipal Funds; The Boulevard Funds; 
        California Municipal Cash Trust; Cambridge Series Trust; Cash 
        Trust Series, Inc.; Cash Trust Series II; DG Investor Series; 
        Edward D. Jones & Co. Daily Passport Cash Trust; FT Series, 
        Inc.; Federated ARMs Fund;  Federated Exchange Fund, Ltd.; 
        Federated GNMA Trust; Federated Government Trust; Federated 
        Growth Trust; Federated High Yield Trust; Federated Income 
        Securities Trust; Federated Index Trust; Federated Intermediate 
        Government Trust; Federated Master Trust;  Federated Municipal 
        Trust; Federated Short-Intermediate Government Trust; Federated 
        Short-Term U.S. Government Trust; Federated Stock Trust; 
        Federated Tax-Free Trust; Federated U.S. Government Bond Fund; 
        Financial Reserves Fund; First Priority Funds; First Union 
        Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate 
        U.S. Government Fund, Inc.; Fortress Municipal Income Fund, 
        Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds; Fund 
        for U.S. Government Securities, Inc.; Government Income 
        Securities, Inc.; High Yield Cash Trust; Independence One 
        Mutual Funds; Insight Institutional Series, Inc.; Insurance 
        Management Series; Intermediate Municipal Trust; Investment 
        Series Funds, Inc.; Investment Series Trust; Liberty Equity 
        Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty 
        Municipal Securities Fund, Inc.; Liberty U.S. Government Money 
        Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; 
        Managed Series Trust; Mark Twain Funds; Marshall Funds, Inc.; 
        Money Market Management, Inc.; Money Market Obligations Trust; 
        Money Market Trust; The Monitor Funds; Municipal Securities 
        Income Trust; New York Municipal Cash Trust; 111 Corcoran 
        Funds; Peachtree Funds; The Planters Funds; Portage Funds; 
        RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal 
        Trust; Signet Select Funds; SouthTrust Vulcan Funds; Star 
        Funds; The Starburst Funds; The Starburst Funds II; Stock and 
        Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; 
        Tax-Free Instruments Trust; Tower Mutual Funds; Trademark 
        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 Fiduciary Funds, 
        Inc.; and Vision Group of Funds, Inc.

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

            (b)

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


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

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

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

John A. Staley, IV             Executive Vice President     Vice President
Federated Investors Tower      and Assistant Secretary,    
Pittsburgh, PA 15222-3779      Federated Securities 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
Pittsburgh, PA 15222-3779      Federated Securities Corp.

Mark W. Bloss                  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

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

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

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

James R. Ball                  Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

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

David C. Glabicki              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

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

William J. Kerns               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Dennis M. Laffey               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Francis J. Matten, Jr.         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

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

R. Jeffrey Niss                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

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

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

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

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

Charles A. Robison             Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Thomas E. Territ               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

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

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

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

S. Elliott Cohan               Secretary, Federated         Assistant
Federated Investors Tower      Securities Corp.             Secretary
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-3 promulgated thereunder are maintained at one of the
            following locations:

            Registrant                          Federated Investors Tower
                                                Pittsburgh, PA  15222-3779

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

            Federated 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 Company  P.O. Box 8604
            ("Custodian")                       Boston, MA  02266-8604  

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, FEDERATED INCOME TRUST, 
certifies that it meets all of the requirements for effectiveness of 
this Amendment to its Registration Statement pursuant to Rule 485(b) 
under the Securities Act of 1933 and has duly caused this Amendment to 
its Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, all in the City of Pittsburgh 
and Commonwealth of Pennsylvania, on the 25th day of March, 1994.

                         FEDERATED INCOME TRUST

                  BY: /s/ J. Crilley Kelly
                  J. Crilley Kelly, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  March 25, 1994




    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/J. Crilley Kelly
    J. Crilley Kelly             Attorney In Fact          March 25, 
1994
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                 President

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

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

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
 
 
 
 INDEPENDENT AUDITORS' CONSENT
 
 We consent to the use in this Post-Effective Amendment No. 21 to 
 Registration Statement (No. 2-75366) of Federated Income Trust of our 
 report dated March 15, 1994, appearing in the Prospectus, which is a part 
 of such Registration Statement, and to the reference to us under the 
 headings "Financial Highlights - Institutional Shares" and "Financial 
 Highlights - Institutional Service Shares"  in such Prospectus.
 
 
 
 DELOITTE & TOUCHE
 Boston, Massachusetts
 March 23, 1994
 


                                   Exhibit 18 under Form N-1A
                                   Exhibit 99 under Item 601/Reg. S-K 


                            HOUSTON, HOUSTON & DONNELLY
                            ATTORNEYS AT LAW
                                      2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON        PITTSBURGH, PA.  15222 
FRED CHALMERS HOUSTON, JR.            __________
THOMAS J. DONNELLY
JOHN F. MECK                (412) 471-5828            FRED CHALMERS HOUSTON
                          FAX (412) 471-0736             (1914 - 1971)
         

MARIO SANTILLI, JR.
THEODORE M. HAMMER

                         March 22, 1994


Federated Income Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

     As counsel to Federated Income Trust ("Trust") we have 
reviewed Post-effective Amendment No. 21 to the Trust's 
Registration Statement to be filed with the Securities and 
Exchange Commission under the Securities Act of 1933 (File 
No. 2-75366). The subject Post-effective Amendment will be filed 
pursuant to Paragraph (b) of Rule 485 and become effective 
pursuant to said Rule immediately upon filing.

     Our review also included an examination of other relevant 
portions of the amended 1933 Act Registration Statement of the 
Trust and such other documents and records deemed appropriate.  
On the basis of this review we are of the opinion that 
Post-effective Amendment No. 21 does not contain disclosures 
which would render it ineligible to become effective pursuant to 
Paragraph (b) of Rule 485.

     We hereby consent to the filing of this representation 
letter as a part of the Trust's Registration Statement filed with 
the Securities and Exchange Commission under the Securities Act 
of 1933 and as part of any application or registration statement 
filed under the Securities Laws of the States of the United 
States.

                                   Very truly yours,

                                   Houston, Houston & Donnelly



                                   By:  /s/ Thomas J. Donnelly   

TJD:smg





                                            
                                Exhibit 17 under Form N-1A
                                     Exhibit 24 under Item 601/reg. S-K
                                                 
                              POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and 
appoints the Secretary and Assistant Secretary of Federated Income Trust and 
the Assistant General Counsel of Federated Investors, 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              March 7, 1994
John F. Donahue                         (Chief Executive Officer)
                                        and Trustee

/s/ Glen R. Johnson                     President and Trustee March 7, 1994
Glen R. Johnson

/s/ Edward C. Gonzales                  Vice President and 
Edward C. Gonzales                      Treasurer (Principal  March 7, 1994
                                        Financial and 
                                        Accounting Officer)

/s/ William J. Copeland                 Trustee               March 7, 1994
William J. Copeland

/s/ James E. Dowd                       Trustee               March 7, 1994
James E. Dowd

/s/ Lawrence D. Ellis                   Trustee               March 7, 1994
Lawrence D. Ellis

/s/ Edward L. Flaherty                  Trustee               March 7, 1994
Edward L. Flaherty

/s/ Gregor F. Meyer                     Trustee               March 7, 1994\
Gregor F. Meyer

/s/ Wesley W. Posvar                    Trustee               March 7, 1994
Wesley W. Posvar




/s/ Marjorie P. Smuts                   Trustee               March 7, 1994
Marjorie P. Smuts             

/s/ Peter E. Madden                     Trustee               March 7, 1994
Peter E. Madden

/s/ John T. Conroy, Jr.                 Trustee               March 7, 1994
John T. Conroy, Jr.




Sworn and Subscribed before me this 7th day of March, 1994


/s/ Elaine T. Polens
Notary Public


Notarial Seal
Elaine T. Polens, Notary Public
Pittsburgh, Allegheny County
My Comission Expires March 28, 1994

Member, Pennsylvania Association of Notaries


							Exhibit 8(ii) under Form N-1A
							Exhibit 10 under Item 601/Regulation S-K



                    TRANSFER AGENCY AND SERVICE AGREEMENT


     AGREEMENT made as of the 1st day of December, 1992, by and between
FEDERATED INCOME TRUST, a Massachusetts business trust, having its principal
office and place of business at Federated Investors Tower, Pittsburgh, PA
15222-3779 (the "Trust"), on behalf of the portfolios (individually referred
to herein as a "Fund" and collectively as "Funds") of the Trust, and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 225 Franklin Street, Boston,
Massachusetts 02110 (the "Company").

     WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of beneficial interest
("Shares"); and

     WHEREAS, the Trust desires to appoint the Company as its transfer agent,
dividend disbursing agent, and agent in connection with certain other
activities, and the Company desires to accept such appointment; and

     WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of its duties and responsibilities
hereunder with Federated Services Company or another agent (the "Agent");

     NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:

SECTION ONE:  Fund Accounting.
Article 1.  Reserved.
Article 2.  Reserved.
Article 3.  Reserved.

SECTION TWO:  Shareholder Recordkeeping.

Article 4.  Terms of Appointment.

     Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Company to act as, and the Company
agrees to act as, transfer agent for each Fund's Shares, dividend disbursing
agent, and agent in connection with any accumulation, open-account or similar
plans provided to the shareholders of any Fund ("Shareholders"), including
without limitation any periodic investment plan or periodic withdrawal
program.

     Proper Instructions as used throughout Section Two of this Agreement
means a writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized.  Each such writing shall set
forth the specific transaction or type of transaction involved.  Oral
instructions will be considered Proper Instructions if the Company reasonably
believes them to have been given by a person previously authorized in Proper
Instructions to give such instructions with respect to the transaction
involved.  The Trust and the Company shall cause all oral instructions to be
confirmed in writing.  Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Trust and the Company are satisfied that such procedures afford
adequate safeguards for a Fund's assets.  Proper Instructions may only be
amended in writing.

Article 5.  Duties of the Company.

     The Company agrees that it will perform the following services in
accordance with Proper Instructions as may be provided from time to time by
the Trust as to any Fund:

     A.  Purchases

         (1)  The Company shall receive orders and payment for the purchase
              of shares and promptly deliver payment and appropriate
              documentation therefore to the custodian of the relevant Fund,
              (the "Custodian").  The Company shall notify the Trust and the
              Custodian on a daily basis of the total amount of orders and
              payments so delivered.

         (2)  Pursuant to purchase orders and in accordance with the Fund's
              current Prospectus, the Company shall compute and issue the
              appropriate number of shares and hold such shares in the
              appropriate Shareholder accounts.

         (3)  If a Shareholder or its agent requests a certificate, the
              Company, as Transfer Agent, shall countersign and mail by first
              class mail, a certificate to the Shareholder at his address as
              set forth on the transfer books of the Fund, subject to any
              Proper Instructions regarding the delivery of certificates.

         (4)  In the event that any check or other order for the purchase of
              Shares of the Fund is returned unpaid for any reason, the
              Company shall debit the Share account of the Shareholder by the
              number of Shares that had been credited to his account upon
              receipt of the check or other order, promptly mail a debit
              advice to the Shareholder, and notify the Trust of its action.
              In the event that the amount paid for such Shares exceeds
              proceeds of the redemption of such Shares plus the amount of
              any dividends paid with respect to such Shares, the Company
              will receive reimbursement of such excess from the Fund or its
              distributor.

     B.  Distribution

         (1)  Upon notification by the Trust of the declaration of any
              distribution to shareholders, the Company shall act as Dividend
              Disbursing Agent for the Fund in accordance with the provisions
              of its governing document and the then current Prospectus of
              the Fund and as such shall prepare and mail or credit income,
              capital gain, or any other payments to Shareholders.  As the
              Dividend Disbursing Agent, the Company shall, on or before the
              payment date of any such distribution, notify the Custodian of
              the estimated amount required to pay any portion of said
              distribution which is payable in cash and request the Custodian
              to make available sufficient funds for the cash amount to be
              paid out.  The Company shall reconcile the amounts so requested
              and the amounts actually received with the Custodian on a daily
              basis.  If a Shareholder is entitled to receive additional
              Shares by virtue of any such distribution or dividend,
              appropriate credits shall be made to the Shareholder's account
              and certificates delivered where requested; and

         (2)  The Company shall maintain records of account for each Fund and
              advise the Trust and its Shareholders as to the foregoing.

     C.  Redemptions and Transfers

         (1)  The Company shall receive redemption requests and redemption
              directions and, if such redemption requests comply with the
              procedures as may be described in the Fund Prospectus or set
              forth in Proper Instructions, deliver the appropriate
              instructions therefore to the Custodian.  The Company shall
              notify the Trust on a daily basis of the total amount of
              redemption requests processed and monies paid to the Company by
              the Custodian for redemptions.

         (2)  At the appropriate time as and when it receives monies paid to
              it by the Custodian with respect to any redemption, the Company
              shall pay over or cause to be paid over in the appropriate
              manner such monies as instructed by the redeeming Shareholders,
              pursuant to procedures described in the then current Prospectus
              of the Fund.

         (3)  If any such certificate or request for redemption does not
              comply with the procedures for redemption approved by the
              Trust, the Company shall promptly notify the Shareholder and
              the Trust of such fact, together with the reason therefor, and
              shall effect such redemption at the price applicable to the
              date and time of receipt of documents complying with said
              procedures.

         (4)  The Company shall effect transfers of Shares by the registered
              owners thereof.

         (5)  The Company shall identify and process abandoned accounts and
              uncashed checks for state escheat requirements on an annual
              basis and report such actions to the Trust.

     D.  Recordkeeping

         (1)  The Company shall record the issuance of shares of the Fund and
              maintain pursuant to applicable rules of the Securities and
              Exchange Commission ("SEC") a record of the total number of
              shares of the Fund which are authorized, based upon data
              provided to it by the Trust, and issued and outstanding.  The
              Company shall also provide the Trust on a regular basis or upon
              reasonable request with the total number of Shares which are
              authorized and issued and outstanding, but shall have no
              obligation when recording the issuance of Shares, except as
              otherwise set forth herein, to monitor the issuance of such
              shares or to take cognizance of any laws relating to the issue
              or sale of such Shares, which functions shall be the sole
              responsibility of the Trust.

         (2)  The Company shall establish and maintain records pursuant to
              applicable rules of the SEC relating to the services to be
              performed hereunder in the form and manner as agreed to by the
              Trust to include a record for each Shareholder's account of the
              following:

              (a)  Name, address and tax identifying number (and whether such
                   number has been certified);

              (b)  Number of Shares held;

              (c)  Historical information regarding the account, including
                   dividends paid and date and price for all transactions;

              (d)  Any stop or restraining order placed against the account;

              (e)  Information with respect to withholdings in the case of a
                   foreign account or an account for which withholding is
                   required by the Internal Revenue Code;

              (f)  Any dividend reinvestment order, plan application,
                   dividend address and correspondence relating to the
                   current maintenance of the account;

              (g)  Certificate numbers and denominations for any Shareholder
                   holding certificates;

              (h)  Any information required in order for the Company to
                   perform the calculations contemplated or required by this
                   Agreement.

         (3)  The Company shall preserve any such records required to be
              maintained pursuant to the rules of the SEC for the periods
              prescribed in said rules as specifically noted below.  Such
              record retention shall be at the expense of the Fund, and such
              records may be inspected by the Trust at reasonable times.  The
              Company may, at its option at any time, and shall forthwith
              upon the Trust's demand, turn over to the Trust and cease to
              retain in the Company's files, records and documents created
              and maintained by the Company pursuant to this Agreement, which
              are no longer needed by the Company in performance of its
              services or for its protection.  If not so turned over to the
              Trust, such records and documents will be retained by the
              Company for six years from the year of creation, during the
              first two of which such documents will be in readily accessible
              form.  At the end of the six year period, such records and
              documents will either be turned over to the Trust or destroyed
              in accordance with Proper Instructions.

     E.  Confirmations/Reports

         (1)  The Company shall furnish to the Trust periodically the
              following information:

              (a)  A copy of the transaction register;

              (b)  Dividend and reinvestment blotters;

              (c)  The total number of Shares issued and outstanding in each
                   state for "blue sky" purposes as determined according to
                   Proper Instructions delivered from time to time by the
                   Trust to the Company;

              (d)  Shareholder lists and statistical information;

              (e)  Payments to third parties relating to distribution
                   agreements, allocations of sales loads, redemption fees,
                   or other transaction- or sales-related payments;

              (f)  Such other information as may be agreed upon from time to
                   time.

         (2)  The Company shall prepare in the appropriate form, file with
              the Internal Revenue Service and appropriate state agencies,
              and, if required, mail to Shareholders, such notices for
              reporting dividends and distributions paid as are required to
              be so filed and mailed and shall withhold such sums as are
              required to be withheld under applicable federal and state
              income tax laws, rules and regulations.

         (3)  In addition to and not in lieu of the services set forth above,
              the Company shall:

              (a)  Perform all of the customary services of a transfer agent,
                   dividend disbursing agent and, as relevant, agent in
                   connection with accumulation, open-account or similar
                   plans (including without limitation any periodic
                   investment plan or periodic withdrawal program), including
                   but not limited to:  maintaining all Shareholder accounts,
                   mailing Shareholder reports and Prospectuses to current
                   Shareholders, withholding taxes on accounts subject to
                   back-up or other withholding (including non-resident alien
                   accounts), preparing and filing reports on U.S. Treasury
                   Department Form 1099 and other appropriate forms required
                   with respect to dividends and distributions by federal
                   authorities for all Shareholders, preparing and mailing
                   confirmation forms and statements of account to
                   Shareholders for all purchases and redemptions of Shares
                   and other confirmable transactions in Shareholder
                   accounts, preparing and mailing activity statements for
                   Shareholders, and providing Shareholder account
                   information; and

              (b)  provide a system which will enable the Trust to monitor
                   the total number of Shares of each Fund sold in each state
                   ("blue sky reporting").  The Trust shall by Proper
                   Instructions (i) identify to the Company those
                   transactions and assets to be treated as exempt from the
                   blue sky reporting for each state and (ii) verify the
                   classification of transactions for each state on the
                   system prior to activation and thereafter monitor the
                   daily activity for each state.  The responsibility of the
                   Company for each Fund's state blue sky registration status
                   is limited solely to the recording of the initial
                   classification of transactions or accounts with regard to
                   blue sky compliance and the reporting of such transactions
                   and accounts to the Trust as provided above.

     F.  Other Duties

         (1)  The Company shall answer correspondence from Shareholders
              relating to their Share accounts and such other correspondence
              as may from time to time be addressed to the Company;

         (2)  The Company shall prepare Shareholder meeting lists, mail proxy
              cards and other material supplied to it by the Trust in
              connection with Shareholder Meetings of each Fund;  receive,
              examine and tabulate returned proxies; and certify the vote of
              the Shareholders;

         (3)  The Company shall establish and maintain facilities and
              procedures for safekeeping of stock certificates, check forms
              and facsimile signature imprinting devices, if any; and for the
              preparation or use, and for keeping account of, such
              certificates, forms and devices.

Article 6.  Duties of the Trust.

     A.  Compliance

         The Trust assumes full responsibility for the preparation, contents
         and distribution of each Prospectus of the Fund and for complying
         with all applicable requirements of the Securities Act of 1933, as
         amended, the 1940 Act and any laws, rules and regulations of
         government authorities having jurisdiction.

     B.  Share Certificates

         The Trust shall supply the Company with a sufficient supply of blank
         Share certificates and from time to time shall renew such supply
         upon request of the Company.  Such blank Share certificates shall be
         properly signed, manually or by facsimile, if authorized by the
         Trust and shall bear the seal of the Trust or facsimile thereof; and
         notwithstanding the death, resignation or removal of any officer of
         the Trust authorized to sign certificates, the Company may continue
         to countersign certificates which bear the manual or facsimile
         signature of such officer until otherwise directed by the Trust.

     C.  Distributions

         The Trust shall promptly inform the Company of the declaration of
         any dividend or distribution on account of any Fund's shares.

Article 7.  Fees and Expenses.

     A.  Annual Fee

         For performance by the Company pursuant to Section Two of this
         Agreement, the Trust agrees to pay the Company an annual maintenance
         fee for each Shareholder account as set out in the fee schedule,
         attached hereto.  Such fees may be changed from time to time subject
         to mutual written agreement between the Trust and the Company.

     B.  Reimbursements

         In addition to the fee paid under Article 7A above, the Trust agrees
         to reimburse the Company for out-of-pocket expenses or advances
         incurred by the Company for the items set out in attached hereto.
         In addition, any other expenses incurred by the Company at the
         request or with the consent of the Trust, will be reimbursed by the
         appropriate Fund.

     C.  Payment

         The Company shall issue billing notices with respect to fees and
         reimbursable expenses on a timely basis, generally within 15 days
         following the end of the month in which the fees and expenses have
         been incurred.  The Trust agrees to pay all fees and reimbursable
         expenses within 30 days following the receipt of the respective
         billing notices.

Article 8.  Assignment of Shareholder Recordkeeping.

         Except as provided below, neither this Agreement nor any rights or
         obligations hereunder may be assigned by either party without the
         written consent of the other party.

         (1)  This Agreement shall inure to the benefit of and be binding
              upon the parties and their respective permitted successors and
              assigns.

         (2)  The Company may without further consent on the part of the
              Trust subcontract for the performance hereof with (A) Boston
              Financial Data Services, Inc., a Massachusetts Trust ("BFDS"),
              which is duly registered as a transfer agent pursuant to
              Section 17A(c)(1) of the Securities Exchange Act of 1934, as
              amended, or any succeeding statute ("Section 17A(c)(1)"), or
              (B) a BFDS subsidiary duly registered as a transfer agent
              pursuant to Section 17A(c)(1), or (C) a BFDS affiliate;
              provided, however, that the Company shall be as fully
              responsible to the Trust for the acts and omissions of any
              subcontractor as it is for its own acts and omissions; or

         (3)  The Company may without further instruction or consent on the
              part of the Trust subcontract for the performance hereof with
              Federated Services Company, with offices at Federated Investors
              Tower, Pittsburgh, Pennsylvania 15222-3779, which is duly
              registered as a transfer agent pursuant to Section 17A(c)(1) or
              any succeeding statutes; provided, however, that the Company
              shall in no way be responsible to the Trust for the acts and
              omissions of Federated Services Company; or

         (4)  The Company shall upon instruction from the Trust subcontract
              for the performance hereof with an Agent, other than Federated
              Services Company or BFDS as described in (2) above, which is
              duly registered as a transfer agent pursuant to Section
              17A(c)(1) or any succeeding statutes; provided, however, that
              the Company shall in no way be responsible to the Trust for the
              acts and omissions of the Agent.


SECTION THREE:  General Provisions.

Article 9.  Documents.

     A.  In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following documents:

         (1)  A copy of the Declaration of Trust and By-Laws of the Trust and
              all amendments thereto;

         (2)  A copy of the resolution of the Board of the Trust authorizing
              this Agreement;

         (3)  Specimens of all forms of outstanding Share certificates of the
              Funds in the forms approved by the Board of the Trust with a
              certificate of the Secretary of the Trust as to such approval;

         (4)  All account application forms and other documents relating to
              Shareholders accounts; and

         (5)  A copy of the current Prospectus for each fund.

     B.  The Trust will also furnish from time to time the following
documents:

         (1)  Each resolution of the Board of the Trust authorizing the
              original issuance of each Fund's Shares;

         (2)  Each Registration Statement filed with the SEC and amendments
              thereof and orders relating thereto in effect with respect to
              the sale of Shares of any Fund;

         (3)  A certified copy of each amendment to the governing document
              and the By-Laws of the Trust;

         (4)  Certified copies of each vote of the Board authorizing officers
              to give Proper Instructions to the Transfer Agent;

         (5)  Specimens of all new Share certificates representing Shares of
              any Fund, accompanied by Board resolutions approving such
              forms;

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

         (7)  Revisions to the Prospectus of any Fund.

Article 10.  Representations and Warranties.

     A.  Representations and Warranties of the Company

         The Company represents and warrants to the Trust that:

         (1)  It is a trust company duly organized and existing and in good
              standing under the laws of the Commonwealth of Massachusetts.

         (2)  It is duly qualified to carry on its business in the
              Commonwealth of Massachusetts.

         (3)  It is empowered under applicable laws and by its charter and
              by-laws to enter into and perform this Agreement.

         (4)  All requisite corporate proceedings have been taken to
              authorize it to enter into and perform this Agreement.

         (5)  It has and will continue to have access to the necessary
              facilities, equipment and personnel to perform its duties and
              obligations under this Agreement.

         (6)  It is in compliance with federal securities law requirements
              and in good standing as a transfer agent.

     B.  Representations and Warranties of the Trust

         The Trust represents and warrants to the Company that:

         (1)  It is a business trust duly organized and existing and in good
              standing under the laws of the Commonwealth of Massachusetts.

         (2)  It is empowered under applicable laws and by its Declaration of
              Trust and By-Laws to enter into and perform this Agreement.

         (3)  All corporate proceedings required by said Declaration of Trust
              and By-Laws have been taken to authorize it to enter into and
              perform this Agreement.

         (4)  The Trust is an open-end investment company registered under
              the 1940 Act.

         (5)  A registration statement under the Securities Act of 1933 will
              be effective, and appropriate state securities law filings have
              been made and will continue to be made, with respect to all
              Shares of each Fund being offered for sale.

Article 11.  Standard of Care/Indemnification.

     A.  Standard of Care

         The Company shall be held to a standard of reasonable care in
         carrying out the provisions of this Agreement; provided, however
         that the Company shall be held to any higher standard of care which
         would be imposed upon the Company by any applicable law or
         regulation even though such stated standard of care was not part of
         this Agreement.

     B.  Indemnification by Trust

         The Company shall not be responsible for and the Trust shall
         indemnify and hold the Company harmless against any and all losses,
         damages, costs, charges, counsel fees, payments, expenses and
         liabilities arising out of or attributable to:

         (1)  The Trust's refusal or failure to comply with the terms of this
              Agreement, or which arise out of the Trust's lack of good
              faith, negligence or willful misconduct or which arise out of
              the breach of any representation or warranty of the Trust
              hereunder.

         (2)  The reliance on or use by the Company or its agents or
              subcontractors of information, records and documents in proper
              form which

              (a)  are received by the Company or its agents or
                   subcontractors and furnished to it by or on behalf of the
                   Trust, its shareholders or investors regarding the
                   purchase, redemption or transfer of shares and shareholder
                   account information, or

              (b)  have been prepared and/or maintained by the Trust or its
                   affiliates or any other person or firm on behalf of the
                   Trust.

         (3)  The reliance on, or the carrying out by the Company or its
              agents or subcontractors of Proper Instructions of the Trust.

         (4)  The offer or sale of Shares in violation of any requirement
              under the federal securities laws or regulations or the
              securities laws or regulations of any state that such Shares be
              registered in such state or in violation of any stop order or
              other determination or ruling by any federal agency or any
              state with respect to the offer or sale of such Shares in such
              state.

         Provided, however, that the Company shall not be protected by this
         Article 11.B. from liability for any act or omission resulting from
         the Company's lack of good faith, negligence, willful misconduct, or
         failure to meet the standard of care set forth in Article 11.A.,
         above.

     C.  Indemnification by the Company

         The Company shall indemnify and hold each Fund harmless from and
         against any and all losses, damages, costs, charges, counsel fees,
         payments, expenses and liabilities arising out of or attributable to
         any action or failure or omission to act by the Company as a result
         of the Company's lack of good faith, negligence, willful misconduct,
         or failure to meet the standard of care set forth in Article 11.A
         above.

     D.  Reliance

         At any time the Company may apply to any officer of the Trust for
         instructions, and may consult with legal counsel with respect to any
         matter arising in connection with the services to be performed by
         the Company under this Agreement, and the Company and its agents or
         subcontractors shall not be liable and shall be indemnified by the
         appropriate Fund for any action reasonably taken or omitted by it in
         reliance upon such instructions or upon the opinion of such counsel
         provided such action is not in violation of applicable Federal or
         state laws or regulations.  The Company, its agents and
         subcontractors shall be protected and indemnified in recognizing
         stock certificates which are reasonably believed to bear the proper
         manual or facsimile signatures of the officers of the Trust, and the
         proper countersignature of any former transfer agent or registrar,
         or of a co-transfer agent or co-registrar.

     E.  Notification

         In order that the indemnification provisions contained in this
         Article 11 shall apply, upon the assertion of a claim for which
         either party may be required to indemnify the other, the party
         seeking indemnification shall promptly notify the other party of
         such assertion, and shall keep the other party advised with respect
         to all developments concerning such claim.  The party who may be
         required to indemnify shall have the option to participate with the
         party seeking indemnification in the defense of such claim.  The
         party seeking indemnification shall in no case confess any claim or
         make any compromise in any case in which the other party may be
         required to indemnify it except with the other party's prior written
         consent.

Article 12.  Termination of Agreement.

     This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.  Should the Trust exercise its rights
to terminate, all out-of-pocket expenses associated with the movement of
records and materials will be borne by the appropriate Fund.  Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination.

Article 13.  Amendment.

     This Agreement may be amended or modified by a written agreement
executed by both parties.

Article 14.  Reserved.

Article 15.  Governing Law.  Massachusetts Law to Apply

     This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.

Article 16.  Reserved

Article 17.  Reserved.

Article 18.  Limitations of Liability of Trustees and Shareholders of the
             Trust.

     The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Trust, but bind only the appropriate
trust property of a Fund or Class as provided in the Declaration of Trust.

Article 19.  Reserved.

Article 20.  Reserved.

Article 21.  Merger of Agreement.

     This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.

Article 22.  Reserved.

Article 23.  Reserved.

Article 24.  Reserved.

Article 25.  Severability.

     In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.



ATTEST:                                 FEDERATED INCOME TRUST


/s/ S. Elliott Cohan		        By:/s/ Richard B.Fisher
Assistant Secretary                        Vice President


ATTEST:                                 STATE STREET BANK AND TRUST COMPANY



/s/ Mary E. Fox          		     By:/s/ Ronald E. Logue
Assistant Secretary                           Vice President



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