FEDERATED INTERMEDIATE GOVERNMENT TRUST
485BPOS, 1994-03-25
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                                           1933 Act File No. 2-75769
                                           1940 Act File No. 811-3387
 
                     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.   22                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X    
 
     Amendment No.   19                                               X   
 
                  FEDERATED INTERMEDIATE GOVERNMENT 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:
 
     filed the Notice required by that Rule on _________________; or
     intends to file the Notice required by that Rule on or about 
     ____________; or
  X  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
 
 
                           CROSS REFERENCE SHEET
 
 
     This Amendment to the Registration Statement of FEDERATED INTERMEDIATE 
 GOVERNMENT TRUST, which consists of two classes of shares, Institutional 
 Shares and Institutional Service Shares, is comprised of the following:
 
 PART A.   INFORMATION REQUIRED IN A PROSPECTUS.
 
                                           Prospectus Heading
                                           (Rule 404(c) Cross Reference)
 
 Item 1.     Cover Page                    Cover Page.
 Item 2.     Synopsis                      Summary of 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 Trust       Trust Information; Management of the 
                                           Trust; Distribution of   
                                           (Institutional or Institutional 
                                         Service) Shares; 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; Other Classes of 
                                           Shares.
 Item 7.     Purchase of Securities Being
             Offered                       Net Asset Value; Investing in 
                                           (Institutional or Institutional 
                                           Service) Shares; Share Purchases; 
                                           Minimum Investment Required; What 
                                         Shares Cost; Exchanging Securities for 
                                           Fund Shares; Subaccounting Services; 
                                           Certificates and Confirmations.
 Item 8.     Redemption or Repurchase      Redeeming (Institutional or 
                                           Institutional Service) Shares; 
                                           Telephone Redemption; Written 
                                           Requests; Accounts With Low Balances.
 Item 9.     Pending Legal Proceedings     None.
 
 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 Trust       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; Determining Net 
                                           Asset Value; Redeeming Shares; 
                                           Exchanging Securities for Trust 
                                           Shares. 
 Item 20.    Tax Status                    Tax Status.
 Item 21.    Underwriters                  Distribution Plan (Institutional 
                                           Service Shares).
 Item 22.    Calculation of Performance 
             Data                          Total Return; Yield; Performance 
                                           Comparisons.
 Item 23.    Financial Statements          Filed in Part A.
 
 
Federated Intermediate
Government Trust
Institutional Shares
Prospectus

The Institutional Shares offered by this prospectus represent interests in a
diversified portfolio of securities (the "Fund") of Federated Intermediate
Government Trust (the "Trust"). The Trust is an 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
with remaining maturities of five years or less. 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 the 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 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 to 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--
  Institutional Shares                                                         2
- ------------------------------------------------------
    

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
     Repurchase Agreements                                                     4
     When-Issued and Delayed Delivery
       Transactions                                                            4
     Portfolio Turnover                                                        4
  Investment Limitations                                                       4

Trust Information                                                              4
- ------------------------------------------------------

  Management of the Trust                                                      4
     Board of Trustees                                                         4
     Investment Adviser                                                        4
       Advisory Fees                                                           4
       Adviser's Background                                                    5
    
      Other Payments to Financial
          Institutions                                                         5
    
   Distribution of Institutional Shares                                        5
  Administration of the Fund                                                   6
     Administrative Services                                                   6
     Shareholder Services Plan                                                 6
     Custodian                                                                 6
     Transfer Agent and Dividend
       Disbursing Agent                                                        6
     Legal Counsel                                                             6
     Independent Public Accountants                                            6

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

Investing in Institutional Shares                                              7
- ------------------------------------------------------

  Share Purchases                                                              7
     By Wire                                                                   7
     By Mail                                                                   7
  Minimum Investment Required                                                  7
  What Shares Cost                                                             8
  Exchanging Securities for Fund Shares                                        8
  Subaccounting Services                                                       8
  Certificates and Confirmations                                               8
  Dividends                                                                    8
  Capital Gains                                                                9

Redeeming Institutional Shares                                                 9
- ------------------------------------------------------

  Telephone Redemption                                                         9
  Written Requests                                                             9
     Signatures                                                                9
     Receiving Payment                                                        10
   
  Accounts with Low Balances                                                  10
    

Shareholder Information                                                       10
- ------------------------------------------------------

  Voting Rights                                                               10
  Massachusetts Partnership Law                                               10

Tax Information                                                               11
- ------------------------------------------------------

  Federal Income Tax                                                          11
  Pennsylvania Corporate and
     Personal Property Taxes                                                  11

Performance Information                                                       11
- ------------------------------------------------------

Other Classes of Shares                                                       12
- ------------------------------------------------------

   
  Financial Highlights--
     Institutional Service Shares                                             13
- ------------------------------------------------------
    

Financial Statements                                                          14
- ------------------------------------------------------

Report of Independent Public Accountants                                      23
- ------------------------------------------------------

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



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

<TABLE>
<S>                                                                                              <C>        <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 Fees (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......................................................................................       0.14%
     Shareholder Services Fee (1)..............................................................       0.00%
          Total Institutional Shares Operating Expenses (2)...............................................       0.54%
</TABLE>

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

   
(2) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ending January 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.52% 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         $17        $30        $68
</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 Intermediate Government Trust
Financial Highlights--
Institutional Shares
- --------------------------------------------------------------------------------
(For a Share outstanding throughout each period)
    

   
Reference is made to the Report of Independent Public Accountants on page 23.
    

<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      $   10.61  $   10.25  $    9.87  $    9.59  $    9.42  $    9.88  $   10.25  $   10.02  $    9.70
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        0.46       0.57       0.71       0.75       0.79       0.81       0.80       0.86       1.03
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.17       0.36       0.38       0.28       0.17**     (0.46)     (0.28)      0.29      0.32
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from investment
 operations                   0.63       0.93       1.09       1.03       0.96       0.35       0.52       1.15       1.35
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (0.46)     (0.57)     (0.71)     (0.75)     (0.79)     (0.81)     (0.80)     (0.86)     (1.03)
- -----------------------
 Distributions for
 shareholders from net
 realized gain on
 investment
 transactions                   --         --         --         --         --         --      (0.09)     (0.06)        --
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total distributions          (0.46)     (0.57)     (0.71)     (0.75)     (0.79)     (0.81)     (0.89)     (0.92)     (1.03)
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value,
end of period            $   10.78  $   10.61  $   10.25  $    9.87  $    9.59  $    9.42  $    9.88  $   10.25  $   10.02
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total return*                 6.07%      9.37%     11.44%     11.18%     10.52%      3.66%      5.53%     11.98%     14.71%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.52%      0.50%      0.50%      0.51%      0.51%      0.47%      0.45%      0.45%      0.44%
- -----------------------
 Net investment income        4.30%      5.52%      7.08%      7.75%      8.26%      8.37%      8.18%      8.37%     10.43%
- -----------------------
 Expense waiver/
 reimbursement (a)              --         --         --         --         --       0.03%      0.03%      0.04%      0.13%
- -----------------------
Supplemental data
- -----------------------
 Net assets, end of
 period
 (000 omitted)              951,528    845,620    779,686    791,131    959,728  1,246,393  1,534,501  1,859,687    655,790
- -----------------------
 Portfolio turnover
 rate                          131%        85%       108%        60%       166%        82%        70%        49%       126%
- -----------------------

<CAPTION>
<S>                      <C>
                           1985
Net asset value,
beginning of period      $    9.52
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        1.09
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.18
- -----------------------  ---------
 Total from investment
 operations                   1.27
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (1.09)
- -----------------------
 Distributions for
 shareholders from net
 realized gain on
 investment
 transactions                   --
- -----------------------  ---------
Total distributions          (1.09)
- -----------------------  ---------
Net asset value,
end of period            $    9.70
- -----------------------  ---------
Total return*                14.44%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.36%
- -----------------------
 Net investment income       11.69%
- -----------------------
 Expense waiver/
 reimbursement (a)            0.15%
- -----------------------
Supplemental data
- -----------------------
 Net assets, end of
 period
 (000 omitted)              185,942
- -----------------------
 Portfolio turnover
 rate                          228%
- -----------------------
</TABLE>

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

   
 ** The effect on the 1990 per share data as a result of the Trust's change in
    recording interest income to include amortization of market discounts and
    premiums (see Note 2C on page 19) was to increase investment income by $0.05
    per share and decrease net realized and unrealized gain (loss) on
    investments by a corresponding amount.
    

   
(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 dated 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 December 10, 1981. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees (the "Trustees") has established two classes of shares of the Fund,
known as Institutional Shares and Institutional Service Shares. This prospectus
relates only to Institutional Shares of the Fund.
    

Institutional Shares ("Shares") of the Fund 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 Fund pursues this
investment objective by investing in U.S. government securities with remaining
maturities of five years or less. As a matter of operating policy, which may be
changed without shareholder approval, the dollar-weighted average maturity of
the portfolio will not be less than two years nor more than five years. 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. The investment objective and the policies and limitations described
below cannot be changed without approval of shareholders.

Investment Policies

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, Federated
      Farm Credit Banks, Tennessee Valley Authority, Export-Import Bank of the
      United States, Federal Financing Bank, The Student Loan Marketing
      Association, and Federal Home Loan Mortgage Corporation.
    

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 instrumentalities are supported by:


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

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

      the credit of the agency or instrumentality.

   
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 10% of its total assets in
securities which are illiquid, including repurchase agreements providing for
settlement in more than seven days after notice.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase U.S.
government securities 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.

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.

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.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment 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 Trust's average daily net assets. The adviser
     has also undertaken to reimburse the Fund
     for operating expenses in excess of limitations established by certain
     states. This does not include reimbursement to the Trust of any expenses
     incurred by shareholders who use the transfer agent's subaccounting
     facilities.
    

     Adviser's Background.  Federated Management, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     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.
    

   
     Susan M. Nason has been the Fund's portfolio manager since 1991. Ms. Nason
     joined Federated Investors in 1987 and has been a Vice President of the
     Fund's investment adviser since 1993. Ms. Nason served as an Assistant Vice
     President of the investment adviser from 1990 until 1992, and from 1987
     until 1990 she acted as an investment analyst. Ms. Nason is a Chartered
     Financial Analyst and received her M.B.A. in Finance from Carnegie Mellon
     University.
    

    
     Roger A. Early has been the Fund's co-portfolio manager since 1987. Mr.
     Early joined Federated Investors in 1984 and has been a Vice President of
     the Fund's investment adviser since 1988. Mr. Early is a Chartered
     Financial Analyst and received his M.B.A. in Finance from the University of
     Pittsburgh.
     

    
     Other Payments to Financial Institutions.  In addition to periodic payments
     to financial institutions under the Shareholder Services Plan, 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 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
  Administrative Fee         Net 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 Shares 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.
    

   
Custodian.  State Street Bank and Trust Company ("State Street Bank"), 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 Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.
    


   
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 total 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 is 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. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Intermediate Government
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. Shares cannot be purchased 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
Intermediate Government 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 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 bank or broker may be
subject to a different 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 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. (Eastern 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.

   
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 on payment dates 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 their 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.
(Eastern time). 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. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.
    

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "Written Requests," should be considered.

Written Requests

Shares may also be redeemed by sending a written request to 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 value of $25,000. 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
outstanding shares of the Trust 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 the
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 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 to
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 to 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, including capital gains 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.
    

The Fund is sold without any sales load or other similar non-recurring charges.

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.

   
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.
    

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.

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.
    

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


Federated Intermediate Government Trust
Financial Highlights--
Institutional Service Shares
- --------------------------------------------------------------------------------
(For a Share outstanding throughout each period)

   
Reference is made to the Report of Independent Public Accountants on page 23.
    

<TABLE>
<CAPTION>
                                                                                                   Year Ended
                                                                                                  January 31,
<S>                                                                                           <C>        <C>
                                                                                                1994       1993*
Net asset value, beginning of period                                                          $   10.61  $   10.35
- --------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            0.44       0.34
- --------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                           0.17       0.26
- --------------------------------------------------------------------------------------------  ---------  ---------
  Total from investment operations                                                                 0.61       0.60
- --------------------------------------------------------------------------------------------
Less distributions
- --------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                            (0.44)     (0.34)
- --------------------------------------------------------------------------------------------  ---------  ---------
Net asset value, end of period                                                                $   10.78  $   10.61
- --------------------------------------------------------------------------------------------  ---------  ---------
Total return**                                                                                     5.81%      5.84%
- --------------------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------------------
  Expenses                                                                                         0.77%      0.75%(a)
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            4.01%      5.13%(a)
- --------------------------------------------------------------------------------------------
Supplemental data
- --------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                       $30,763    $12,987
- --------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                           131%        85%
- --------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from June 18, 1992 (date of initial public
   investment) 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 dated January 31, 1994, which can be obtained free of charge.
    


Federated Intermediate Government Trust
Portfolio of Investments
January 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   Principal
    Amount                                                                                             Value
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  ---------------
Intermediate-Term Obligations--99.1%
- ------------------------------------------------------------------------------------------------
                 U.S. Treasury Notes--97.0%
                 -------------------------------------------------------------------------------
$    25,000,000  5.50%, 2/15/95                                                                   $    25,474,000
                 -------------------------------------------------------------------------------
     25,000,000  3.875%, 4/30/95                                                                       25,077,250
                 -------------------------------------------------------------------------------
     50,000,000  5.875%, 5/15/95                                                                       51,376,500
                 -------------------------------------------------------------------------------
     50,000,000  4.125%, 5/31/95                                                                       50,291,500
                 -------------------------------------------------------------------------------
     65,000,000  4.25%, 7/31/95                                                                        65,350,350
                 -------------------------------------------------------------------------------
     50,000,000  3.875%, 8/31/95                                                                       49,956,000
                 -------------------------------------------------------------------------------
     20,000,000  6.75%, 2/28/97                                                                        21,270,200
                 -------------------------------------------------------------------------------
     80,000,000  6.875%, 3/31/97                                                                       85,488,000
                 -------------------------------------------------------------------------------
     70,000,000  6.875%, 4/30/97                                                                       74,855,900
                 -------------------------------------------------------------------------------
     62,000,000  6.75%, 5/31/97                                                                        66,109,980
                 -------------------------------------------------------------------------------
     15,000,000  6.375%, 6/30/97                                                                       15,843,450
                 -------------------------------------------------------------------------------
     25,000,000  8.50%, 7/15/97                                                                        28,056,250
                 -------------------------------------------------------------------------------
     35,000,000  5.75%, 10/31/97                                                                       36,291,850
                 -------------------------------------------------------------------------------
     15,000,000  6.00%, 11/30/97                                                                       15,676,050
                 -------------------------------------------------------------------------------
    135,000,000  5.625%, 1/31/98                                                                      139,144,500
                 -------------------------------------------------------------------------------
     50,000,000  5.125%, 2/28/98                                                                       50,648,500
                 -------------------------------------------------------------------------------
     40,000,000  5.125%, 3/31/98                                                                       40,450,400
                 -------------------------------------------------------------------------------
     20,000,000  5.125%, 4/30/98                                                                       20,187,200
                 -------------------------------------------------------------------------------
     50,000,000  5.375%, 5/31/98                                                                       50,945,000
                 -------------------------------------------------------------------------------
     20,000,000  5.125%, 6/30/98                                                                       20,187,600
                 -------------------------------------------------------------------------------
     20,000,000  4.75%, 8/31/98                                                                        19,845,000
                 -------------------------------------------------------------------------------  ---------------
                 Total Intermediate-Term Obligations
                 (identified cost, $945,302,441)                                                      952,525,480
                 -------------------------------------------------------------------------------  ---------------
*Repurchase Agreement--2.1%
- ------------------------------------------------------------------------------------------------
$    20,840,000  J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94, due 2/1/94
                 (at amortized cost) (Note 2B)                                                    $    20,840,000
                 -------------------------------------------------------------------------------  ---------------
                 Total Investments (identified cost, $966,142,441)                                $   973,365,480\
                 -------------------------------------------------------------------------------  ---------------
</TABLE>

   
     * The repurchase agreement is fully collateralized by U.S. Treasury
       obligations based on market prices at the date of the portfolio. The
       investment in the repurchase agreement was through participation in joint
       accounts with other Federated funds.

\ The cost of investments for federal tax purposes amounts to $966,142,441. The
  net unrealized appreciation on a federal tax basis amounts to $7,223,039,
  which is comprised of $7,663,283 appreciation and $440,244 depreciation at
  January 31, 1994.

Note: The categories of investments are shown as a percentage of net assets
      ($982,290,939) at January 31, 1994.

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


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

<TABLE>
<S>                                                                                <C>            <C>
Assets:
- ------------------------------------------------------------------------------------------------
Investments in securities, at value (Notes 2A and 2B)
(identified and tax cost; $966,142,441)                                                           $   973,365,480
- ------------------------------------------------------------------------------------------------
Cash                                                                                                        4,400
- ------------------------------------------------------------------------------------------------
Interest receivable (Note 2C)                                                                          11,006,116
- ------------------------------------------------------------------------------------------------
Receivable for Trust shares sold                                                                        2,636,915
- ------------------------------------------------------------------------------------------------
Prepaid expenses                                                                                           49,024
- ------------------------------------------------------------------------------------------------  ---------------
Total assets                                                                                          987,061,935
- ------------------------------------------------------------------------------------------------
Liabilities:
- ------------------------------------------------------------------------------------------------
Payable for Trust shares redeemed                                                  $   2,401,815
- ---------------------------------------------------------------------------------
Dividends payable (Note 3)                                                             2,369,181
- ---------------------------------------------------------------------------------  -------------
Total liabilities                                                                                       4,770,996
- ------------------------------------------------------------------------------------------------  ---------------
Net Assets for 91,123,655 shares of beneficial interest outstanding                               $   982,290,939
- ------------------------------------------------------------------------------------------------  ---------------
Net Assets Consist of:
- ------------------------------------------------------------------------------------------------
Paid-in capital (Note 2F)                                                                         $   989,556,596
- ------------------------------------------------------------------------------------------------
Unrealized appreciation of investments                                                                  7,223,039
- ------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments (Note 2F)                                                (14,488,696)
- ------------------------------------------------------------------------------------------------  ---------------
Total                                                                                             $   982,290,939
- ------------------------------------------------------------------------------------------------  ---------------
Net Asset Value, Offering Price, and Redemption Price Per Share:
Institutional Shares ($951,527,642 / 88,269,876 shares of beneficial interest
outstanding)                                                                                               $10.78
- ------------------------------------------------------------------------------------------------  ---------------
Institutional Service Shares
($30,763,297 / 2,853,779 shares of beneficial interest outstanding)                                        $10.78
- ------------------------------------------------------------------------------------------------  ---------------
</TABLE>

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


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

<TABLE>
<S>                                                                               <C>              <C>
Investment Income:
- -------------------------------------------------------------------------------------------------
Interest income (Note 2C)                                                                          $   45,401,274
- -------------------------------------------------------------------------------------------------
Expenses:
- -------------------------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                                  $     3,760,780
- --------------------------------------------------------------------------------
Trustees' fees                                                                             17,027
- --------------------------------------------------------------------------------
Administrative personnel and services (Note 5)                                            647,491
- --------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                   44,513
- --------------------------------------------------------------------------------
Custodian fees                                                                            269,942
- --------------------------------------------------------------------------------
Trust share registration costs                                                             43,163
- --------------------------------------------------------------------------------
Auditing fees                                                                              20,414
- --------------------------------------------------------------------------------
Legal fees                                                                                 15,394
- --------------------------------------------------------------------------------
Printing and postage                                                                       26,694
- --------------------------------------------------------------------------------
Insurance premiums                                                                         21,356
- --------------------------------------------------------------------------------
Taxes                                                                                         257
- --------------------------------------------------------------------------------
Distribution services fees (Note 5)                                                        56,702
- --------------------------------------------------------------------------------
Miscellaneous                                                                              10,403
- --------------------------------------------------------------------------------  ---------------
     Total expenses                                                                                     4,934,136
- -------------------------------------------------------------------------------------------------  --------------
          Net investment income                                                                        40,467,138
- -------------------------------------------------------------------------------------------------  --------------
Realized and Unrealized Gain (Loss) on Investments:
- -------------------------------------------------------------------------------------------------
     Net realized gain (loss) on investments (identified cost basis)                                   24,049,193
- -------------------------------------------------------------------------------------------------
     Net change in unrealized appreciation (depreciation) on investments                               (9,851,052)
- -------------------------------------------------------------------------------------------------  --------------
          Net realized and unrealized gain on investments                                              14,198,141
- -------------------------------------------------------------------------------------------------  --------------
               Change in net assets resulting from operations                                      $   54,665,279
- -------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


Federated Intermediate Government Trust
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Year Ended January 31,
                                                                                 --------------------------------
                                                                                      1994             1993
<S>                                                                              <C>              <C>
Increase (Decrease) in Net Assets:
- -------------------------------------------------------------------------------
Operations--
- -------------------------------------------------------------------------------
Net investment income                                                            $    40,467,138  $    43,293,128
- -------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions
($24,049,193 net gain and $15,470,104 net gain,
respectively, as computed for federal tax purposes) (Note 2D)                         24,049,193       15,470,104
- -------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                       (9,851,052)       9,181,022
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets resulting from operations                                   54,665,279       67,944,254
- -------------------------------------------------------------------------------  ---------------  ---------------
Distributions to Shareholders (Note 3)--
- -------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- -------------------------------------------------------------------------------
     Institutional Shares                                                            (39,557,765)     (43,019,787)
- -------------------------------------------------------------------------------
     Institutional Service Shares                                                       (909,373)        (273,341)
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets from distributions to shareholders                         (40,467,138)     (43,293,128)
- -------------------------------------------------------------------------------
Trust Share (Principal) Transactions (Note 4)--
- -------------------------------------------------------------------------------
Proceeds from sale of shares                                                         507,015,719      498,467,668
- -------------------------------------------------------------------------------
Net asset value of shares issued to shareholders electing
to receive payment of dividends in Trust shares                                       11,606,567       10,357,261
- -------------------------------------------------------------------------------
Cost of shares redeemed                                                             (409,136,551)    (454,554,913)
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets resulting from Trust share transactions                    109,485,735       54,270,016
- -------------------------------------------------------------------------------  ---------------  ---------------
          Change in net assets                                                       123,683,876       78,921,142
- -------------------------------------------------------------------------------
Net Assets:
- -------------------------------------------------------------------------------
Beginning of period                                                                  858,607,063      779,685,921
- -------------------------------------------------------------------------------  ---------------  ---------------
End of period                                                                    $   982,290,939  $   858,607,063
- -------------------------------------------------------------------------------  ---------------  ---------------
</TABLE>

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


Federated Intermediate Government Trust
Notes to Financial Statements
   
January 31, 1994
    
 ------------------------------------------------------------------------------
(1) Organization

Federated Intermediate Government 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
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 principles.

   
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. Interest income
     includes interest and discount earned (net of premium) on short-term
     obligations, and interest earned on all other debt securities including
     discount (net of premium) and original issue discount as required by the
     Internal Revenue Code.

   
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 is necessary. At
     January 31, 1994, the Trust,
     for federal tax purposes, had a capital loss carryforward of $14,488,696
     which will reduce the Trust's taxable income arising from future net
     realized gain on investments, if any, to the extent permitted by the Code,
     and thus will reduce the amount of the distributions to shareholders which
     would otherwise be necessary to relieve the Trust of any liability for
     federal tax. Pursuant to the Code, such capital loss carryforward will
     expire in 1998.

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.   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 $87,459 was reclassified from accumulated
     undistributed net realized gain on investments to paid-in-capital. Net
     investment income, net realized gains, and net assets were not affected by
     this change.

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

(3) Dividends

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,
                                               ----------------------------------------------------------------
                                                            1994                             1993*
                                               -------------------------------  -------------------------------
Institutional Shares                              Shares          Dollars          Shares          Dollars
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
<S>                                            <C>            <C>               <C>            <C>
Shares outstanding,
beginning of period                               79,713,564  $    867,024,665     76,033,778  $    825,713,386
- ---------------------------------------------
Shares sold                                       44,183,221       474,495,331     45,909,537       479,853,033
- ---------------------------------------------
Shares issued to shareholders in
payment of dividends declared                      1,024,213        11,001,988        981,498        10,232,802
- ---------------------------------------------
Shares redeemed                                  (36,651,122)     (393,535,270)   (43,211,249)     (448,774,556)
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding, end of period                 88,269,876  $    958,986,714     79,713,564  $    867,024,665
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
<CAPTION>
                                                                    Year Ended January 31,
                                                            1994                             1993*
                                               -------------------------------  -------------------------------
Institutional Service Shares                      Shares          Dollars          Shares          Dollars
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
<S>                                            <C>            <C>               <C>            <C>
Shares outstanding,
beginning of period                                1,224,150  $     12,958,737             --                --
- ---------------------------------------------
Shares sold                                        3,025,251        32,520,388      1,763,466  $     18,614,635
- ---------------------------------------------
Shares issued to shareholders in
payment of dividends declared                         56,258           604,579         11,829           124,459
- ---------------------------------------------
Shares redeemed                                   (1,451,880)      (15,601,281)      (551,145)       (5,780,357)
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding, end of period                  2,853,779  $     30,482,423      1,224,150  $     12,958,737
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
</TABLE>

*For the period from June 18, 1992 (date of initial public investment) 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 .40 of 1% of the Trust's
average daily net assets. For the year ended January 31, 1994, Adviser earned a
fee of $3,760,780. 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

Federated Intermediate Government Trust
- --------------------------------------------------------------------------------
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 may incur
distribution expenses up to 0.25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate the FSC. During the year
ended January 31, 1994, FSC was compensated $56,702 in fees under the Plan.
Certain of the Officers and Trustees of the Trust are Officers and Directors of
the above corporation.
    

(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--                                                                                      $   1,309,747,267
- -----------------------------------------------------------------------------------------------  -----------------
Sales--                                                                                          $   1,202,707,813
- -----------------------------------------------------------------------------------------------  -----------------
</TABLE>

Report of Independent Public Accountants
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED INTERMEDIATE GOVERNMENT TRUST:

   
We have audited the accompanying statement of assets and liabilities of
Federated Intermediate Government Trust (a Massachusetts business trust),
including the schedule of portfolio investments, as of January 31, 1994, and the
related statement of operations for the year then ended, and the statement of
changes in net assets for each of the two years in the period then ended, and
the financial highlights (see pages 2 and 13 of the prospectus) for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
January 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Intermediate Government Trust as of January 31, 1994, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
    

                                                           ARTHUR ANDERSEN & CO.

   
Pittsburgh, Pennsylvania
March 11, 1994
    


Addresses

<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                    <C>
Federated Intermediate Government Trust
                    Institutional Shares                                   Federated Investors Tower
                                                                           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 Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Federated Intermediate
Government Trust
Institutional Shares
Prospectus

An Open-End, Diversified
Management Investment Company

   
March 31, 1994
    


[LOGO]  FEDERATED SECURITIES CORP.
        Distributor

        A subsidiary of FEDERATED INVESTORS

        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

        8022502A-IS (3/94)



Federated Intermediate
Government Trust
Institutional Service Shares

Prospectus

The Institutional Service Shares offered by this prospectus represent interests
in a diversified portfolio of securities (the "Fund") of Federated Intermediate
Government Trust (the "Trust"). The Trust is an 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
with remaining maturities of five years or less. Institutional Service Shares
are sold at net asset value.

   
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 the 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 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 to 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--
Institutional Service Shares                                                   2
    
- ------------------------------------------------------

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
     Repurchase Agreements                                                     4
     When-Issued and Delayed Delivery
       Transactions                                                            4
     Portfolio Turnover                                                        4
  Investment Limitations                                                       4

Trust Information                                                              4
- ------------------------------------------------------

  Management of the Trust                                                      4
     Board of Trustees                                                         4
     Investment Adviser                                                        4
       Advisory Fees                                                           4
       Adviser's Background                                                    5
   
     Other Payments to Financial Institutions                                  5
    
  Distribution of Institutional Service Shares                                 5
     Distribution and Shareholder Services
       Plans                                                                   5
  Administration of the Fund                                                   6
     Administrative Services                                                   6
   
     Custodian                                                                 7
     Transfer Agent and
    
       Dividend Disbursing Agent                                               7
     Legal Counsel                                                             7
     Independent Public Accountants                                            7

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

Investing in Institutional Service Shares                                      7
- ------------------------------------------------------

  Share Purchases                                                              7
     By Wire                                                                   7
     By Mail                                                                   8
  Minimum Investment Required                                                  8
  What Shares Cost                                                             8
  Exchanging Securities for Fund Shares                                        8
  Subaccounting Services                                                       8
  Certificates and Confirmations                                               9
  Dividends                                                                    9
  Capital Gains                                                                9

Redeeming Institutional Service Shares                                         9
- ------------------------------------------------------

  Telephone Redemption                                                         9
  Written Requests                                                            10
     Signatures                                                               10
     Receiving Payment                                                        10
   
  Accounts with Low Balances                                                  10
    

Shareholder Information                                                       10
- ------------------------------------------------------

  Voting Rights                                                               10
  Massachusetts Partnership Law                                               11

Tax Information                                                               11
- ------------------------------------------------------

  Federal Income Tax                                                          11
  Pennsylvania Corporate and
     Personal Property Taxes                                                  11

Performance Information                                                       12
- ------------------------------------------------------

Other Classes of Shares                                                       12
- ------------------------------------------------------

  Financial Highlights--
     Institutional Shares                                                     13

Financial Statements                                                          14
- ------------------------------------------------------

Report of Independent Public Accountants                                      23
- ------------------------------------------------------

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




Summary of Fund Expenses

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

<TABLE>
<S>                                                                                              <C>        <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).............................................................................................       0.07%
Total Other Expenses......................................................................................       0.32%
     Shareholder Services Fee (2)..............................................................       0.18%
          Total Institutional Service Shares Operating Expenses (3).......................................       0.79%
</TABLE>

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

(2) The maximum shareholder services 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 Shares Operating Expenses were 0.77% 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 the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time
period................................................................     $8         $25        $44        $98
</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 Intermediate Government Trust
Financial Highlights--
Institutional Service Shares
- --------------------------------------------------------------------------------
(For a Share outstanding throughout each period)

Reference is made to the Report of Independent Public Accountants on page 23.

<TABLE>
<CAPTION>
                                                                                                   Year Ended
                                                                                                  January 31,
<S>                                                                                           <C>        <C>
                                                                                                1994       1993*
Net asset value, beginning of period                                                          $   10.61  $   10.35
- --------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            0.44       0.34
- --------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                           0.17       0.26
- --------------------------------------------------------------------------------------------  ---------  ---------
  Total from investment operations                                                                 0.61       0.60
- --------------------------------------------------------------------------------------------
Less distributions
- --------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                            (0.44)     (0.34)
- --------------------------------------------------------------------------------------------  ---------  ---------
Net asset value, end of period                                                                $   10.78  $   10.61
- --------------------------------------------------------------------------------------------  ---------  ---------
Total return**                                                                                     5.81%      5.84%
- --------------------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------------------
  Expenses                                                                                         0.77%      0.75%(a)
- --------------------------------------------------------------------------------------------
  Net investment income                                                                            4.01%      5.13%(a)
- --------------------------------------------------------------------------------------------
Supplemental data
- --------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                        $30,763    $12,987
- --------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                           131%        85%
- --------------------------------------------------------------------------------------------
</TABLE>

   
 * Reflects operations for the period from June 18, 1992 (date of initial public
   investment) 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 dated 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 December 10, 1981. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees (the "Trustees") has established two classes of shares of the Fund,
known as Institutional Service Shares and Institutional Shares. This prospectus
relates only to Institutional Service Shares of the Fund.
    

Institutional Service Shares ("Shares") of the Fund are designed primarily for
retail and private banking customers of financial institutions 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 Fund pursues this
investment objective by investing in U.S. government securities with remaining
maturities of five years or less. As a matter of operating policy, which may be
changed without shareholder approval, the dollar-weighted average maturity of
the portfolio will not be less than two years nor more than five years. 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. The investment objective and the policies and limitations described
below cannot be changed without approval of shareholders.

Investment Policies

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, Federal
      Farm Credit Banks, Tennessee Valley Authority, Export-Import Bank of the
      United States, Federal Financing Bank, The Student Loan Marketing
      Association, and Federal Home Loan Mortgage Corporation.
    

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 instrumentalities are supported by:


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

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

      the credit of the agency or instrumentality.

   
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 10% of its total assets in
securities which are illiquid, including repurchase agreements providing for
settlement in more than seven days after notice.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase U.S.
government securities 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.

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.

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.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment 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 also undertaken to reimburse the Fund
     for operating expenses in excess of limitations established by certain
     states. This does not include reimbursement to the Trust of any expenses
     incurred by shareholders who use the transfer agent's subaccounting
     facilities.
    

     Adviser's Background.  Federated Management, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     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.

   
     Susan M. Nason has been the Fund's portfolio manager since 1991. Ms. Nason
     joined Federated Investors in 1987 and has been a Vice President of the
     Fund's investment adviser since 1993. Ms. Nason served as an Assistant Vice
     President of the investment adviser from 1990 until 1992, and from 1987
     until 1990 she acted as an investment analyst. Ms. Nason is a Chartered
     Financial Analyst and received her M.B.A. in Finance from Carnegie Mellon
     University.

     Roger A. Early has been the Fund's co-portfolio manager since 1987. Mr.
     Early joined Federated Investors in 1984 and has been a Vice President of
     the Fund's investment adviser since 1988. Mr. Early is a Chartered
     Financial Analyst and received his M.B.A. in 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 will pay to the distributor an amount, computed at an annual rate of
.25 of 1% of the average daily net asset value of the
Shares 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 Fund 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 Shares to obtain certain personal services for
shareholders and the maintenance of shareholder accounts ("shareholder
services"). The Fund 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 Fund 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 most 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 Trustees will consider appropriate changes in the 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, ("State Street Bank") 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 Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

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 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 is 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. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Intermediate Government
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. Shares cannot be
purchased 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
Intermediate Government 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 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 bank or broker may be
subject to a different 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 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. (Eastern 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.

   
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
on payment dates 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 their 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.
(Eastern time). 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. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.
    

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "Written Requests," should be considered.


Written Requests

Shares may also be redeemed by sending a written request to 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 value of $25,000. 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
outstanding shares of the Trust 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 the
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 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 to
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 to 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, including capital gains 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.
    

The Fund is 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/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 by shares of each respective
class.

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.
    

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


   
Federated Intermediate Government Trust
Financial Highlights--
Institutional Shares
- --------------------------------------------------------------------------------
(For a Share outstanding throughout each period)

Reference is made to the Report of Independent Public Accountants on page 23.
    

<TABLE>
<CAPTION>
                                                              Year Ended January 31,
                           1994       1993       1992       1991       1990       1989       1988       1987       1986
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value,
beginning of period      $   10.61  $   10.25  $    9.87  $    9.59  $    9.42  $    9.88  $   10.25  $   10.02  $    9.70
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        0.46       0.57       0.71       0.75       0.79       0.81       0.80       0.86       1.03
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.17       0.36       0.38       0.28       0.17**     (0.46)     (0.28)      0.29      0.32
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
 Total from investment
 operations                   0.63       0.93       1.09       1.03       0.96       0.35       0.52       1.15       1.35
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (0.46)     (0.57)     (0.71)     (0.75)     (0.79)     (0.81)     (0.80)     (0.86)     (1.03)
- -----------------------
 Distributions for
 shareholders from net
 realized gain on
 investment
 transactions                   --         --         --         --         --         --      (0.09)     (0.06)        --
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total distributions          (0.46)     (0.57)     (0.71)     (0.75)     (0.79)     (0.81)     (0.89)     (0.92)     (1.03)
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net asset value,
end of period            $   10.78  $   10.61  $   10.25  $    9.87  $    9.59  $    9.42  $    9.88  $   10.25  $   10.02
- -----------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total return*                 6.07%      9.37%     11.44%     11.18%     10.52%      3.66%      5.53%     11.98%     14.71%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.52%      0.50%      0.50%      0.51%      0.51%      0.47%      0.45%      0.45%      0.44%
- -----------------------
 Net investment income        4.30%      5.52%      7.08%      7.75%      8.26%      8.37%      8.18%      8.37%     10.43%
- -----------------------
 Expense waiver/
 reimbursement (a)              --         --         --         --         --       0.03%      0.03%      0.04%      0.13%
- -----------------------
Supplemental data
- -----------------------
 Net assets, end of
 period
 (000 omitted)             $951,528   $845,620   $779,686   $791,131   $959,728 $1,246,393 $1,534,501 $1,859,687   $655,790
- -----------------------
 Portfolio turnover
 rate                          131%        85%       108%        60%       166%        82%        70%        49%       126%
- -----------------------

<CAPTION>
                           1985
<S>                      <C>
Net asset value,
beginning of period      $    9.52
- -----------------------
Income from investment
operations
- -----------------------
 Net investment income        1.09
- -----------------------
 Net realized and
 unrealized gain (loss)
 on investments               0.18
- -----------------------  ---------
 Total from investment
 operations                   1.27
- -----------------------
Less distributions
- -----------------------
 Dividends to
 shareholders from net
 investment income           (1.09)
- -----------------------
 Distributions for
 shareholders from net
 realized gain on
 investment
 transactions                   --
- -----------------------  ---------
Total distributions          (1.09)
- -----------------------  ---------
Net asset value,
end of period            $    9.70
- -----------------------  ---------
Total return*                14.44%
- -----------------------
Ratios to average net
assets
- -----------------------
 Expenses                     0.36%
- -----------------------
 Net investment income       11.69%
- -----------------------
 Expense waiver/
 reimbursement (a)            0.15%
- -----------------------
Supplemental data
- -----------------------
 Net assets, end of
 period
 (000 omitted)             $185,942
- -----------------------
 Portfolio turnover
 rate                          228%
- -----------------------
</TABLE>

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

 ** The effect on the 1990 per share data as a result of the Trust's change in
    recording interest income to include amortization of market discounts and
    premiums (see Note 2C on page 19) was to increase investment income by $0.05
    per share and decrease net realized and unrealized gain (loss) on
    investments by a corresponding amount.

(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 dated January 31, 1994, which can be obtained free of charge.
    



   
Federated Intermediate Government Trust
Portfolio of Investments
January 31, 1994
    
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   Principal
    Amount                                                                                             Value
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  ---------------
Intermediate-Term Obligations--99.1%
- ------------------------------------------------------------------------------------------------
                 U.S. Treasury Notes--97.0%
                 -------------------------------------------------------------------------------
$    25,000,000  5.50%, 2/15/95                                                                   $    25,474,000
                 -------------------------------------------------------------------------------
     25,000,000  3.875%, 4/30/95                                                                       25,077,250
                 -------------------------------------------------------------------------------
     50,000,000  5.875%, 5/15/95                                                                       51,376,500
                 -------------------------------------------------------------------------------
     50,000,000  4.125%, 5/31/95                                                                       50,291,500
                 -------------------------------------------------------------------------------
     65,000,000  4.25%, 7/31/95                                                                        65,350,350
                 -------------------------------------------------------------------------------
     50,000,000  3.875%, 8/31/95                                                                       49,956,000
                 -------------------------------------------------------------------------------
     20,000,000  6.75%, 2/28/97                                                                        21,270,200
                 -------------------------------------------------------------------------------
     80,000,000  6.875%, 3/31/97                                                                       85,488,000
                 -------------------------------------------------------------------------------
     70,000,000  6.875%, 4/30/97                                                                       74,855,900
                 -------------------------------------------------------------------------------
     62,000,000  6.75%, 5/31/97                                                                        66,109,980
                 -------------------------------------------------------------------------------
     15,000,000  6.375%, 6/30/97                                                                       15,843,450
                 -------------------------------------------------------------------------------
     25,000,000  8.50%, 7/15/97                                                                        28,056,250
                 -------------------------------------------------------------------------------
     35,000,000  5.75%, 10/31/97                                                                       36,291,850
                 -------------------------------------------------------------------------------
     15,000,000  6.00%, 11/30/97                                                                       15,676,050
                 -------------------------------------------------------------------------------
    135,000,000  5.625%, 1/31/98                                                                      139,144,500
                 -------------------------------------------------------------------------------
     50,000,000  5.125%, 2/28/98                                                                       50,648,500
                 -------------------------------------------------------------------------------
     40,000,000  5.125%, 3/31/98                                                                       40,450,400
                 -------------------------------------------------------------------------------
     20,000,000  5.125%, 4/30/98                                                                       20,187,200
                 -------------------------------------------------------------------------------
     50,000,000  5.375%, 5/31/98                                                                       50,945,000
                 -------------------------------------------------------------------------------
     20,000,000  5.125%, 6/30/98                                                                       20,187,600
                 -------------------------------------------------------------------------------
     20,000,000  4.75%, 8/31/98                                                                        19,845,000
                 -------------------------------------------------------------------------------  ---------------
                 Total Intermediate-Term Obligations
                 (identified cost, $945,302,441)                                                      952,525,480
                 -------------------------------------------------------------------------------  ---------------
*Repurchase Agreement--2.1%
- ------------------------------------------------------------------------------------------------
$    20,840,000  J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94, due 2/1/94
                 (at amortized cost) (Note 2B)                                                    $    20,840,000
                 -------------------------------------------------------------------------------  ---------------
                 Total Investments (identified cost, $966,142,441)                                $   973,365,480\
                 -------------------------------------------------------------------------------  ---------------
</TABLE>

   
     * The repurchase agreement is fully collateralized by U.S. Treasury
       obligations based on market prices at the date of the portfolio. The
       investment in the repurchase agreement was through participation in joint
       accounts with other Federated funds.

\ The cost of investments for federal tax purposes amounts to $966,142,441. The
  net unrealized appreciation on a federal tax basis amounts to $7,223,039,
  which is comprised of $7,663,283 appreciation and $440,244 depreciation at
  January 31, 1994.

Note: The categories of investments are shown as a percentage of net assets
      ($982,290,939) at January 31, 1994.

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


   
Federated Intermediate Government Trust
Statement of Assets and Liabilities
January 31, 1994
    
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                <C>            <C>
Assets:
- ------------------------------------------------------------------------------------------------
Investments in securities, at value (Notes 2A and 2B)
(identified and tax cost; $966,142,441)                                                           $   973,365,480
- ------------------------------------------------------------------------------------------------
Cash                                                                                                        4,400
- ------------------------------------------------------------------------------------------------
Interest receivable (Note 2C)                                                                          11,006,116
- ------------------------------------------------------------------------------------------------
Receivable for Trust shares sold                                                                        2,636,915
- ------------------------------------------------------------------------------------------------
Prepaid expenses                                                                                           49,024
- ------------------------------------------------------------------------------------------------  ---------------
Total assets                                                                                          987,061,935
- ------------------------------------------------------------------------------------------------
Liabilities:
- ------------------------------------------------------------------------------------------------
Payable for Trust shares redeemed                                                  $   2,401,815
- ---------------------------------------------------------------------------------
Dividends payable (Note 3)                                                             2,369,181
- ---------------------------------------------------------------------------------  -------------
Total liabilities                                                                                       4,770,996
- ------------------------------------------------------------------------------------------------  ---------------
Net Assets for 91,123,655 shares of beneficial interest outstanding                               $   982,290,939
- ------------------------------------------------------------------------------------------------  ---------------
Net Assets Consist of:
- ------------------------------------------------------------------------------------------------
Paid-in Capital (Note 2F)                                                                         $   989,556,596
- ------------------------------------------------------------------------------------------------
Unrealized appreciation of investments                                                                  7,223,039
- ------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments (Note 2F)                                                (14,488,696)
- ------------------------------------------------------------------------------------------------  ---------------
Total                                                                                             $   982,290,939
- ------------------------------------------------------------------------------------------------  ---------------
Net Asset Value, Offering Price, and Redemption Price Per Share:
Institutional Shares ($951,527,642 / 88,269,876 shares of beneficial
interest outstanding)                                                                                      $10.78
- ------------------------------------------------------------------------------------------------  ---------------
Institutional Service Shares
($30,763,297 / 2,853,779 shares of beneficial interest outstanding)                                        $10.78
- ------------------------------------------------------------------------------------------------  ---------------
</TABLE>

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


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

<TABLE>
<S>                                                                               <C>              <C>
Investment Income:
- -------------------------------------------------------------------------------------------------
Interest income (Note 2C)                                                                          $   45,401,274
- -------------------------------------------------------------------------------------------------
Expenses:
- -------------------------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                                  $     3,760,780
- --------------------------------------------------------------------------------
Trustees' fees                                                                             17,027
- --------------------------------------------------------------------------------
Administrative personnel and services (Note 5)                                            647,491
- --------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                   44,513
- --------------------------------------------------------------------------------
Custodian fees                                                                            269,942
- --------------------------------------------------------------------------------
Trust share registration costs                                                             43,163
- --------------------------------------------------------------------------------
Auditing fees                                                                              20,414
- --------------------------------------------------------------------------------
Legal fees                                                                                 15,394
- --------------------------------------------------------------------------------
Printing and postage                                                                       26,694
- --------------------------------------------------------------------------------
Insurance premiums                                                                         21,356
- --------------------------------------------------------------------------------
Taxes                                                                                         257
- --------------------------------------------------------------------------------
Distribution services fees (Note 5)                                                        56,702
- --------------------------------------------------------------------------------
Miscellaneous                                                                              10,403
- --------------------------------------------------------------------------------  ---------------
     Total expenses                                                                                     4,934,136
- -------------------------------------------------------------------------------------------------  --------------
          Net investment income                                                                        40,467,138
- -------------------------------------------------------------------------------------------------  --------------
Realized and Unrealized Gain (Loss) on Investments:
- -------------------------------------------------------------------------------------------------
     Net realized gain (loss) on investments (identified cost basis)                                   24,049,193
- -------------------------------------------------------------------------------------------------
     Net change in unrealized appreciation (depreciation) on investments                               (9,851,052)
- -------------------------------------------------------------------------------------------------  --------------
          Net realized and unrealized gain on investments                                              14,198,141
- -------------------------------------------------------------------------------------------------  --------------
               Change in net assets resulting from operations                                      $   54,665,279
- -------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


   
Federated Intermediate Government Trust
Statement of Changes in Net Assets
    
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Year Ended January 31,
                                                                                 --------------------------------
                                                                                      1994             1993
<S>                                                                              <C>              <C>
Increase (Decrease) in Net Assets:
- -------------------------------------------------------------------------------
Operations--
- -------------------------------------------------------------------------------
Net investment income                                                            $    40,467,138  $    43,293,128
- -------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions
($24,049,193 net gain and $15,470,104 net gain,
respectively, as computed for federal tax purposes) (Note 2D)                         24,049,193       15,470,104
- -------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                       (9,851,052)       9,181,022
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets resulting from operations                                   54,665,279       67,944,254
- -------------------------------------------------------------------------------  ---------------  ---------------
Distributions to Shareholders (Note 3)--
- -------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- -------------------------------------------------------------------------------
     Institutional Shares                                                            (39,557,765)     (43,019,787)
- -------------------------------------------------------------------------------
     Institutional Service Shares                                                       (909,373)        (273,341)
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets from distributions to shareholders                         (40,467,138)     (43,293,128)
- -------------------------------------------------------------------------------
Trust Share (Principal) Transactions (Note 4)--
- -------------------------------------------------------------------------------
Proceeds from sale of shares                                                         507,015,719      498,467,668
- -------------------------------------------------------------------------------
Net asset value of shares issued to shareholders electing
to receive payment of dividends in Trust shares                                       11,606,567       10,357,261
- -------------------------------------------------------------------------------
Cost of shares redeemed                                                             (409,136,551)    (454,554,913)
- -------------------------------------------------------------------------------  ---------------  ---------------
     Change in net assets resulting from Trust share transactions                    109,485,735       54,270,016
- -------------------------------------------------------------------------------  ---------------  ---------------
          Change in net assets                                                       123,683,876       78,921,142
- -------------------------------------------------------------------------------
Net Assets:
- -------------------------------------------------------------------------------
Beginning of period                                                                  858,607,063      779,685,921
- -------------------------------------------------------------------------------  ---------------  ---------------
End of period                                                                    $   982,290,939  $   858,607,063
- -------------------------------------------------------------------------------  ---------------  ---------------
</TABLE>

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


Federated Intermediate Government Trust
Notes to Financial Statements
   
January 31, 1994
    
- --------------------------------------------------------------------------------
(1) Organization

Federated Intermediate Government 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
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 principles.

   
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. Interest income
     includes interest and discount earned (net of premium) on short-term
     obligations, and interest earned on all other debt securities including
     discount (net of premium) and original issue discount as required by the
     Internal Revenue Code.

   
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 is necessary. At
     January 31, 1994, the Trust,
     for federal tax purposes, had a capital loss carryforward of $14,488,696
     which will reduce the Trust's taxable income arising from future net
     realized gain on investments, if any, to the extent permitted by the Code,
     and thus will reduce the amount of the distributions to shareholders which
     would otherwise be necessary to relieve the Trust of any liability for
     federal tax. Pursuant to the Code, such capital loss carryforward will
     expire in 1998.
    

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 the related liability on the trade date. Until the
     securities are received and paid for, the Trust 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.   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 $87,459 was reclassified from accumulated
     undistributed net realized gain on investments to paid-in-capital. Net
     investment income, net realized gains, and net assets were not affected by
     this change.
    

G.   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,
                                               ----------------------------------------------------------------
                                                            1994                             1993
                                               -------------------------------  -------------------------------
Institutional Shares                              Shares          Dollars          Shares          Dollars
<S>                                            <C>            <C>               <C>            <C>
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding,
beginning of period                               79,713,564  $    867,024,665     76,033,778  $    825,713,386
- ---------------------------------------------
Shares sold                                       44,183,221       474,495,331     45,909,537       479,853,033
- ---------------------------------------------
Shares issued to shareholders in
payment of dividends declared                      1,024,213        11,001,988        981,498        10,232,802
- ---------------------------------------------
Shares redeemed                                  (36,651,122)     (393,535,270)   (43,211,249)     (448,774,556)
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding, end of period                 88,269,876  $    958,986,714     79,713,564  $    867,024,665
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
</TABLE>


Federated Intermediate Government Trust
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Year Ended January 31,
                                               ----------------------------------------------------------------
                                                            1994                             1993*
                                               -------------------------------  -------------------------------
Institutional Service Shares                      Shares          Dollars          Shares          Dollars
<S>                                            <C>            <C>               <C>            <C>
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding,
beginning of period                                1,224,150  $     12,958,737             --                --
- ---------------------------------------------
Shares sold                                        3,025,251        32,520,388      1,763,466  $     18,614,635
- ---------------------------------------------
Shares issued to shareholders in
payment of dividends declared                         56,258           604,579         11,829           124,459
- ---------------------------------------------
Shares redeemed                                   (1,451,880)      (15,601,281)      (551,145)       (5,780,357)
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
Shares outstanding, end of period                  2,853,779  $     30,482,423      1,224,150  $     12,958,737
- ---------------------------------------------  -------------  ----------------  -------------  ----------------
</TABLE>

*For the period from June 18, 1992 (date of initial public investment) 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 .40 of 1% of the Trust's
average daily net assets. For the year ended January 31, 1994, Adviser earned a
fee of $3,760,780. 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 may incur
distribution expenses up to 0.25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate FSC. During the year ended
January 31, 1994, FSC was compensated $56,702 in fees under the Plan. Certain of
the Officers and Trustees of the Trust are Officers and Directors of the above
corporation.
    


Federated Intermediate Government Trust
- --------------------------------------------------------------------------------

(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--                                                                                      $   1,309,747,267
- -----------------------------------------------------------------------------------------------  -----------------
Sales--                                                                                          $   1,202,707,813
- -----------------------------------------------------------------------------------------------  -----------------
</TABLE>


Report of Independent Public Accountants
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
FEDERATED INTERMEDIATE GOVERNMENT TRUST:

   
We have audited the accompanying statement of assets and liabilities of
Federated Intermediate Government Trust (a Massachusetts business trust),
including the schedule of portfolio investments, as of January 31, 1994, and the
related statement of operations for the year then ended, and the statement of
changes in net assets for each of the two years in the period then ended, and
the financial highlights (see pages 2 and 13 of the prospectus) for the periods
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
January 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Intermediate Government Trust as of January 31, 1994, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
    

                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
   
March 11, 1994
    


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

<TABLE>
<S>                 <C>                                                    <C>
Federated Intermediate Government Trust
                    Institutional Service Shares                           Federated Investors Tower
                                                                           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 Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Federated Intermediate
Government Trust
Institutional Service Shares

Prospectus

An Open-End, Diversified
Management Investment Company

   
March 31, 1994
    


[LOGO]  FEDERATED SECURITIES CORP.
        Distributor

        A subsidiary of FEDERATED INVESTORS

        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

        8022502A-ISS (3/94)





                    Federated Intermediate Government Trust
                              Institutional Shares
                          Institutional Service Shares
                  Combined Statement of Additional Information

   
     The Institutional Shares and Institutional Service Shares represent
     interests in a diversified portfolio of securities (the "Fund") of
     Federated Intermediate Government Trust (the "Trust"). This Combined
     Statement of Additional Information should be read with the respective
     prospectuses 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 the Fund.
    

     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                                                      5

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

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

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

   
  Distribution Plan and Shareholder Services Plan                              6
    
  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                                                             7

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

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

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

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

Performance Comparisons                                                        8
- ---------------------------------------------------------------

  Duration                                                                     9


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

Federated Intermediate Government Trust was established as a Massachusetts
business trust under a Declaration of Trust dated December 10, 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", as the context may require). 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 with remaining maturities of
five years or less. 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 Board of Trustees
("Trustees").
    

Portfolio Turnover

   
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 131% and 85%, 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 of its assets, except that it may purchase or
       hold U.S. government securities, including repurchase agreements,
       permitted by its investment objective and policies.

     Issuing Senior Securities

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

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.

As a matter of operating policy, the Fund will not purchase any securities while
borrowings in excess of 5% of its total assets are outstanding.

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 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
Associates, Inc., Realtors                               Managing General Partner of the Funds; formerly, President, Naples
3255 Tamiami Trail North                                 Property 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 Corp. and Director, Ryan Homes,
Pittsburgh, PA                                           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.            Trustee               Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
3471 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.

   
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 & 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

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

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 and
Federated Investors Tower                                Director, Federated Securities Corp.; President or Vice President of the
Pittsburgh, PA                                           Funds; 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 and    Vice President, Secretary, General Counsel, and Trustee, Federated
Federated Investors Tower          Secretary             Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Pittsburgh, PA                                           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 as amended.
    

\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
U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; 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; III Corcoran Funds; Peachtree Funds; The
Planters 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 4, 1994, no shareholders of record owned 5% or more of the
outstanding Institutional Shares of the Fund.

As of March 4, 1994, the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Fund: Charles Schwab & Co.,
San Francisco, California, owned approximately 782,002 (29.96%) shares and
approximately 247,434 (9.48%) shares in separate accounts; American Trust Co. of
Hawaii, Honolulu, Hawaii, owned approximately 257,672 (9.87%) shares; and Bank
One Utah N.A., Salt Lake City, Utah, owned approximately 188,485 (7.22%) shares.
    

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

The adviser shall not be liable to the Trust, 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 prospectuses. During the fiscal years ended
January 31, 1994, 1993 and 1992, the Fund's adviser earned $3,760,780,
$3,139,974, and $3,027,683, 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, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. For the fiscal years ended January 31, 1994, 1993 and 1992,
Federated Administrative Services, Inc., the Fund's former administrator, earned
$647,491, $467,115, and $478,563, respectively. John A. Staley, IV, an officer
of the Trust 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., and Federated Administrative Services. 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. to the
Funds.
    

Brokerage Transactions
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
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 Federated 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 Plan and Shareholder Services Plan

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.

By adopting the Distribution Plan, the Trustees expect 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;
and (3) enhancing shareholder recordkeeping systems; and (4) responding promptly
to shareholders' requests and inquiries concerning their accounts. For the
fiscal period ending January 31, 1994, payments in the amount of $56,702 were
made pursuant to the Distribution Plan, all of which was paid to financial
institutions.

For the fiscal year ended January 31, 1994, and for the period from June 18,
1992 (date of initial public investment) to January 31, 1993, the Fund's
distributor earned $56,702, and $13,315, respectively.
    

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 and Trust
Company ("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 net asset value is
calculated by the Fund are described in the respective prospectuses.
    

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 Trustees; or

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

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

   
The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
respective prospectuses under "Redeeming Institutional Shares" or "Redeeming
Institutional Service Shares." Although the transfer agent 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 U.S. government securities they already own for Shares of
either class, or they may exchange a combination of U.S. government 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. The Fund will notify the investor of its acceptance and
valuation of the securities within five business days of their receipt by State
Street Bank.
    

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 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

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

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

   
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 February
18, 1983 (effective date of the Trust's registration statement) to January 31,
1994, were 6.07%, 9.70%, and 9.46%, respectively. The Fund's average annual
total return for Institutional Service Shares for the year ended January 31,
1994, and for the period from June 18, 1992 (date of intial public investment)
to January 31, 1994, were 5.81% and 7.25%, respectively.
    

The average annual total return for both classes of 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.

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

   
The Fund's yield for Institutional Shares for the thirty-day period ended
January 31, 1994, was 4.06%. The Fund's yield for Institutional Service Shares
was 3.81% for the same period.
    

The yield for both classes of shares of the Fund is determined by dividing the
net investment income per share (as defined by the Securities and Exchange
Commission) earned by either class of shares over a thirty-day period by the
offering price per share of either class on the last day of the period. This
value is then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-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, the performance will be reduced for those shareholders paying
those fees.

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

The performance of both classes 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 Share's expenses; and

 various other factors.


Either class 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 compostions 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
 income 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.

 Merrill Lynch Composite 1-5 Year Treasury Index is comprised of approximately
 66 issues of U.S. Treasury securities maturing between 1 and 4.99 years, with
 coupon rates of 4.25% or more. These total return figures are calculated for
 one, three, six, and twelve month periods and year-to-date and include the
 value of the bond plus income and any price appreciation or depreciation.

 Merrill Lynch 3-5 Year Treasury Index is comprised of approximately 24 issues
 of intermediate-term U.S. government and U.S. Treasury securities with
 maturities between 3 and 4.99 years and coupon rates above 4.25%. Index returns
 are calculated as total returns for periods of one, three, six and twelve
 months as well as year-to-date.

 Merrill Lynch 3-Year, 4-Year, and 5-Year Treasury Yield Curve Indices are
 unmanaged indices comprised of the most recently issued 3-year, 4-year, and
 5-year U.S. Treasury notes. Index returns are calculated as total returns for
 periods of one, three, six, and twelve months as well as year-to-date.

 Salomon Brothers 3-5 Year Government Index quotes total returns for U.S.
 Treasury issues (excluding flower bonds) which have maturities of three to five
 years. These total returns are year-to-date figures which are calculated each
 month following January 1.

 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.

 Shearson Lehman Intermediate 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 minimum
 outstanding principal of $1 million and minimum maturity of one year and
 maximum maturity of ten years are included.

 3-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 non-standardized 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.

   
8022502B (3/94)
    


PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements are included in Part A, Prospectus. 
            (b)   Exhibits:
                   (1)  Conformed Copy of Declaration of Trust of the 
                       Registrant, as amended (12.);
                   (2)  Copy of By-Laws of the Registrant, as amended (1.,3.);
                          (i) Copy of Amendment No. 2 to By-Laws of 
                              Registrant (5.);
                         (ii) Copy of Amendment No. 3 to By-Laws of 
                              Registrant (5.);
                   (3)  Not applicable;
                   (4)  Copy of Specimen Certificate for Shares of Beneficial 
                       Interest of the Registrant (1.);
                   (5)  Conformed Copy of Investment Advisory Contract of the 
                       Registrant (8.);
                   (6)  Conformed Copy of Distributor's Contract of the 
                       Registrant (8.);
                   (7)  Not applicable;
                   (8)  Conformed Copy of Custodian Agreement of the 
                       Registrant (12.);
                   (9)  Conformed copy of Transfer Agency and Service 
                       Agreement of the Registrant;+
                  (10)        Not applicable;
                  (11)        Conformed copy of Consent of Independent 
                       Public Accountants;+
                         (ii) Opinion and Consent of Special Counsel;
                  (12)        Not applicable;
                  (13)        Not applicable;
                  (14)        Not applicable;
                  (15)        Conformed copy of Rule 12b-1 Plan of the 
                       Registrant;+
                  (16)        Schedule for Computation of Trust 
                       Performance Data (7.);
                  (17)        Power of Attorney (11.);
                  (18)        Conformed copy of Opinion and Consent of 
                       Counsel as to availability of Rule 485(b);+

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

            None

                  
 +    All exhibits have been filed electronically.

 1.   Response is incorporated by reference to Registrant's Initial 
     Registration Statement on Form N-1 dated January 20, 1982.  (File 
     Nos. 2-75769 and 811-3387)
 3.   Response is incorporated by reference to Registrant's Post-Effective   
     Amendment No. 4 on Form N-1A filed January 30, 1985.  (File Nos. 2-75769 
     and 811-3387)
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 7 on Form N-1A filed March 25, 1987.  (File Nos. 2-75769 
     and 811-3387)
 8.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 12 on Form N-1A filed January 19, 1990.  (File Nos. 
     2-75769 and 811-3387)
12.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 20 on Form N-1A filed March 24, 1993. (File Nos. 2-75769 
     and 811-3387)

Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                        as of March 7, 1994   

            Shares of Beneficial Interest              
            (no par value)

            Institutional Shares                       4,626
            Institutional Service Shares               189

Item 27.    Indemnification: (1.)

Item 28.    Business and Other Connections of Investment Adviser:

            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.

            The remaining Officers of the investment adviser are:  William D. 
           Dawson, J. Thomas Madden, 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 E. Durbiano, Roger A. Early, Kathleen M. 
           Foody-Malus, David C. Francis, Thomas M. Franks, Edward C. 
           Gonzales, Jeff Kozemchek, 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) 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 II; Cash 
                Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. 
                Daily Passport Cash Trust; 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

                     
 1.   Response is incorporated by reference to Registrant's Initial 
     Registration Statement on Form N-1 dated January 20, 1982.  (File 
     Nos. 2-75769 and 811-3387)

                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; International Series, Inc.; 
                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 Term Trust, Inc. 
                - 1999; Liberty Utility Fund, Inc.; 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; Peachtree Funds; 
                The Planters 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; 
                Trust for U.S. Treasury Obligations.

                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
Federated Investors Tower      President, and Treasurer,    and 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
         (1)                           (2)                       (3)
Name and Principal             Positions and Offices      Positions and Offices
 Business Address                 With Underwriter         With Registrant 


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

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


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

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


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

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


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         P.O. Box 8602
             Company                            Boston, MA  02266-8602
            ("Custodian")

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:

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

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


                               SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant, FEDERATED INTERMEDIATE 
GOVERNMENT 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 INTERMEDIATE GOVERNMENT TRUST

                  BY: /s/G. Andrew Bonnewell
                  G. Andrew Bonnewell, 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/G. Andrew Bonnewell
    G. Andrew Bonnewell          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 N-1A
                                           Exhibit 23 under Item 601/Reg SK
 
 
 
                           ARTHUR ANDERSEN & CO.
 
                          Pittsburgh, Pennsylvania
 
 
 
 
 
 
 
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
 
     As independent public accountants, we hereby consent to the use in 
     Post-Effective Amendment No. 22 to Form N-1A Registration Statement of 
     Federated Intermediate Government Trust of our report dated March 11, 
     1994, on the financial statements of Federated Intermediate Government 
     Trust, included in or made a part of this registration statement.
 
 
 
 By: ARTHUR ANDERSEN & CO.
 ARTHUR ANDERSEN & CO.
 
 
 Pittsburgh, Pennsylvania,
 March 25, 1994
 


                                       Exhibit 18 under Form N-1A
                                Exhibit 99 under Item 601/Red.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 17, 1994
                                     
                                     
                                     
Federated Intermediate Government Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

     As counsel to Federated Intermediate Government Trust 
("Trust") we have reviewed Post-effective Amendment No. 22 to the 
Trust's Registration Statement to be filed with the Securities 
and Exchange Commission under the Securities Act of 1933 (File 
No. 2-75769).  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. 22 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:heh





Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
                                     
                           AGREEMENT
                              for
                        FUND ACCOUNTING,
                   SHAREHOLDER RECORDKEEPING,
                              and
                  CUSTODY SERVICES PROCUREMENT 


   AGREEMENT made as of the 1st day of December, 1993, by and 
between those investment companies listed on Exhibit 1 as may be 
amended from time to time, having their principal office and 
place of business at Federated Investors Tower, Pittsburgh, PA  
15222-3779 (the "Trust"), on behalf of the portfolios 
(individually referred to herein as a "Fund" and collectively as 
"Funds") of the Trust, and FEDERATED SERVICES COMPANY, a Delaware 
business trust, having its principal office and place of business 
at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 
(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 
capital stock or beneficial interest ("Shares"); and

   WHEREAS, the Trust wishes to retain the Company to provide 
certain pricing, accounting and recordkeeping services for each 
of the Funds, including any classes of shares issued by any Fund 
("Classes"), and the Company is willing to furnish such services; 
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, the Trust desires to appoint the Company as its 
agent to select, negotiate and subcontract for custodian services 
from an approved list of qualified banks 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 
certain of its duties and responsibilities hereunder to State 
Street Bank and Trust Company or another agent (the "Agent"); and

   WHEREAS, the words Trust and Fund may be used interchangeably 
for those investment companies consisting of only one portfolio; 

   NOW THEREFORE, in consideration of the premises and mutual 
covenants herein contained, and intending to be legally bound 
hereby, the parties hereto agree as follows:

SECTION ONE:  Fund Accounting.

Article 1.  Appointment.  

   The Trust hereby appoints the Company to provide certain 
pricing and accounting services to the Funds, and/or the Classes, 
for the period and on the terms set forth in this Agreement.  The 
Company accepts such appointment and agrees to furnish the 
services herein set forth in return for the compensation as 
provided in Article 3 of this Section.

Article 2.  The Company and Duties.  

   Subject to the supervision and control of the Trust's Board 
of Trustees or Directors ("Board"), the Company will assist the 
Trust with regard to fund accounting for the Trust, and/or the 
Funds, and/or the Classes, and in connection therewith undertakes 
to perform the following specific services;

   A.   Value the assets of the Funds and determine the net 
asset value per share of each Fund and/or Class, at the time and 
in the manner from time to time determined by the Board and as 
set forth in the Prospectus and Statement of Additional 
Information ("Prospectus") of each Fund;

   B.   Calculate the net income of each of the Funds, if any;

   C.   Calculate capital gains or losses of each of the Funds 
resulting from sale or disposition of assets, if any;

   D.   Maintain the general ledger and other accounts, books 
and financial records of the Trust, including for each Fund, 
and/or Class, as required under Section 31(a) of the 1940 Act and 
the Rules thereunder in connection with the services provided by 
the Company;

   E.   Preserve for the periods prescribed by Rule 31a-2 under 
the 1940 Act the records to be maintained by Rule 31a-1 under the 
1940 Act in connection with the services provided by the Company.  
The Company further agrees that all such records it maintains for 
the Trust are the property of the Trust and further agrees to 
surrender promptly to the Trust such records upon the Trust's 
request;

   F.   At the request of the Trust, prepare various reports or 
other financial documents required by federal, state and other 
applicable laws and regulations; and

   G.   Such other similar services as may be reasonably 
requested by the Trust.

Article 3.  Compensation and Allocation of Expenses.

   A.   The Funds will compensate the Company for its services 
rendered pursuant to Section One of this Agreement in accordance 
with the fees set forth on Fee Schedules A ("A1, A2, A3 etc..."), 
annexed hereto and incorporated herein, as may be added or 
amended from time to time.  Such fees do not include 
out-of-pocket disbursements of the Company for which the Funds 
shall reimburse the Company upon receipt of a separate invoice.  
Out-of-pocket disbursements shall include, but shall not be 
limited to, the items specified in Schedules B ("B1, B2, B3, 
etc..."), annexed hereto and incorporated herein, as may be added 
or amended from time to time.  Schedules B may be modified by the 
Company upon not less than thirty days' prior written notice to 
the Trust.

   B.   The Fund and/or the Class, and not the Company, shall 
bear the cost of:  custodial expenses; membership dues in the 
Investment Company Institute or any similar organization; 
transfer agency expenses; investment advisory expenses; costs of 
printing and mailing stock certificates, Prospectuses, reports 
and notices; administrative expenses; interest on borrowed money; 
brokerage commissions; taxes and fees payable to federal, state 
and other governmental agencies; fees of Trustees or Directors of 
the Trust; independent auditors expenses; Federated 
Administrative Services and/or Federated Administrative Services, 
Inc. legal and audit department expenses billed to Federated 
Services Company for work performed related to the Trust, the 
Funds, or the Classes; law firm expenses; or other expenses not 
specified in this Article 3 which may be properly payable by the 
Funds and/or classes.

   C.   The Company will send an invoice to each of the Funds as 
soon as practicable after the end of each month.  Each invoice 
will provide detailed information about the compensation and 
out-of-pocket expenses in accordance with Schedules A and 
Schedules B.  The Funds and or the Classes will pay to the 
Company the amount of such invoice within 30 days of receipt of 
the invoices.

   D.   Any compensation agreed to hereunder may be adjusted 
from time to time by attaching to Schedules A revised Schedules 
dated and signed by a duly authorized officer of the Trust and/or 
the Funds and a duly authorized officer of the Company.

   E.   The fee for the period from the effective date of this 
Agreement with respect to a Fund or a Class to the end of the 
initial month shall be prorated according to the proportion that 
such period bears to the full month period.  Upon any termination 
of this Agreement before the end of any month, the fee for such 
period shall be prorated according to the proportion which such 
period bears to the full month period.  For purposes of 
determining fees payable to the Company, the value of the Fund's 
net assets shall be computed at the time and in the manner 
specified in the Fund's Prospectus.

   F.   The Company,  in its sole discretion, may from time to 
time subcontract to, employ or associate with itself such person 
or persons as the Company may believe to be particularly suited 
to assist it in performing services under this Section One.  Such 
person or persons may be third-party service providers, or they 
may be officers and employees who are employed by both the 
Company and the Funds.  The compensation of such person or 
persons shall be paid by the Company and no obligation shall be 
incurred on behalf of the Trust, the Funds, or the Classes in 
such respect.

SECTION TWO:  Shareholder Recordkeeping.

Article 4.  Terms of Appointment.

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

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

Article 5.  Duties of the Company.

   The Company shall perform the following services in 
accordance with Proper Instructions as may be provided from time 
to time by the 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 Fund and the Custodian on a 
            daily basis of the total amount of orders and 
            payments so delivered.

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

        (3) For certificated Funds and/or Classes, 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 its address as set forth on the 
           transfer books of the Funds, and/or Classes, 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 and/or Class is 
           returned unpaid for any reason, the Company shall 
           debit the Share account of the Shareholder by the 
           number of Shares that had been credited to its 
           account upon receipt of the check or other order, 
           promptly mail a debit advice to the Shareholder, and 
           notify the Fund and/or Class of its action.  In the 
           event that the amount paid for such Shares exceeds 
           proceeds of the redemption of such Shares plus the 
           amount of any dividends paid with respect to such 
           Shares, the Fund and/the Class or its distributor 
           will reimburse the Company on the amount of such 
           excess. 

   B.   Distribution

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

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

   C.   Redemptions and Transfers

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

        (2) At the appropriate time upon receiving redemption 
           proceeds from the Custodian with respect to any 
           redemption, the Company shall pay or cause to be paid 
           the redemption proceeds in the manner instructed by 
           the redeeming Shareholders, pursuant to procedures 
           described in the then-current Prospectus of the Fund.

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

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

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

   D.   Recordkeeping

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

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

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

            (b) Number of Shares held;

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

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

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

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

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

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

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

   E.   Confirmations/Reports

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

           (a)  A copy of the transaction register;

           (b)  Dividend and reinvestment blotters;

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

           (d) Shareholder lists and statistical information;

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

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

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

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

            (a) Perform all of the customary services of a 
               transfer agent, dividend disbursing agent and, as 
               relevant, agent in connection with accumulation, 
               open-account or similar plans (including without 
               limitation any periodic investment plan or 
               periodic withdrawal program), including but not 
               limited to:  maintaining all Shareholder 
               accounts, mailing Shareholder reports and 
               Prospectuses to current Shareholders, withholding 
               taxes on accounts subject to back-up or other 
               withholding (including non-resident alien 
               accounts), preparing and filing reports on U.S. 
               Treasury Department Form 1099 and other 
               appropriate forms required with respect to 
               dividends and distributions by federal 
               authorities for all Shareholders, preparing and 
               mailing confirmation forms and statements of 
               account to Shareholders for all purchases and 
               redemptions of Shares and other 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 Fund to 
               monitor the total number of Shares of each Fund 
               and/or Class sold in each state ("blue sky 
               reporting").  The Fund shall by Proper 
               Instructions (i) identify to the Company those 
               transactions and assets to be treated as exempt 
               from the blue sky reporting for each state and 
               (ii) verify the classification of transactions 
               for each state on the system prior to activation 
               and thereafter monitor the daily activity for 
               each state.  The responsibility of the Company 
               for each Fund's and/or Class's state blue sky 
               registration status is limited solely to the 
               recording of the initial classification of 
               transactions or accounts with regard to blue sky 
               compliance and the reporting of such transactions 
               and accounts to the Fund as provided above.

   F.   Other Duties

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

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

        (3) The Company shall establish and maintain 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 or Fund assume full responsibility for the 
       preparation, contents and distribution of their own 
       and/or their classes' Prospectus and for complying with 
       all applicable requirements of the Securities Act of 
       1933, as amended (the "1933 Act"), the 1940 Act and any 
       laws, rules and regulations of government authorities 
       having jurisdiction.

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

Article 7.  Compensation and Expenses.

   A.  Annual Fee

       For performance by the Company pursuant to Section Two of 
       this Agreement, the Trust and/or the Fund agree to pay 
       the Company an annual maintenance fee for each 
       Shareholder account as set out in Schedules C ("C1, C2, 
       C3 etc..."), attached hereto, as may be added or amended 
       from time to time.  Such fees may be changed from time to 
       time subject to written agreement between the Trust and 
       the Company.  Pursuant to information in the Fund 
       Prospectus or other information or instructions from the 
       Fund, the Company may sub-divide any Fund into Classes or 
       other sub-components for recordkeeping purposes.  The 
       Company will charge the Fund the fees set forth on 
       Schedule C for each such Class or sub-component the same 
       as if each were a Fund.

   B.  Reimbursements

       In addition to the fee paid under Article 7A above, the 
       Trust and/or Fund agree to reimburse the Company for 
       out-of-pocket expenses or advances incurred by the 
       Company for the items set out in Schedules D ("D1, D2, D3 
       etc..."), attached hereto, as may be added or amended 
       from time to time.  In addition, any other expenses 
       incurred by the Company at the request or with the 
       consent of the Trust and/or the Fund, will be reimbursed 
       by the appropriate Fund.

   C.  Payment

       The Company shall send an invoice with respect to fees 
       and reimbursable expenses to the Trust or each of the 
       Funds as soon as practicable at the end of each month.  
       Each invoice will provide detailed information about the 
       Compensation and out-of-pocket expenses in accordance 
       with Schedules C and Schedules D.  The Trust or the Funds 
       will pay to the Company the amount of such invoice within 
       30 days following the receipt of the invoices.  


Article 8.  Assignment of Shareholder Recordkeeping. 

       Except as provided below, no right or obligation under 
       this Section Two 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) State Street Bank and its subsidiary, 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, or (D) such other provider of services 
           duly registered as a transfer agent under Section 
           17A(c)(1) as Company shall select; 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 shall upon instruction from the Trust 
           subcontract for the performance hereof with an Agent 
           selected by the Trust, other than BFDS or a provider 
           of services selected by Company, as described in (2) 
           above; provided, however, that the Company shall in 
           no way be responsible to the Trust for the acts and 
           omissions of the Agent.

SECTION THREE:  Custody Services Procurement

Article 9.  Appointment.

   The Trust hereby appoints Company as its agent to evaluate 
and obtain custody services from a financial institution that (i) 
meets the criteria established in Section 17(f) of the 1940 Act 
and (ii) has been approved by the Board as eligible for selection 
by the Company as a custodian (the "Eligible Custodian").  The 
Company accepts such appointment.

Article 10. The Company and Its Duties.

   Subject to the review, supervision and control of the Board, 
the Company shall:

    (1) evaluate the nature and the quality of the custodial 
        services provided by the Eligible Custodian;
    
    (2) employ the Eligible Custodian to serve on behalf of the 
        Trust as Custodian of the Trust's assets substantially on 
        the terms set forth as the form of agreement in Exhibit 2;
    
    (3) negotiate and enter into agreements with the Custodians 
        for the benefit of the Trust, with the Trust as a party to 
        each such agreement.  The Company shall not be a party to 
        any agreement with any such Custodian;
    
    (4) establish procedures to monitor the nature and the quality 
        of the services provided by the Custodians;
    
    (5) continuously monitor the nature and the quality of 
        services provided by the Custodians; and
    
    (6) periodically provide to the Trust (i) written reports on 
        the activities and services of the Custodians; (ii) the 
        nature and amount of disbursement made on account of the 
        Trust with respect to each custodial agreement; and (iii) 
        such other information as the Board shall reasonably 
        request to enable it to fulfill its duties and obligations 
        under Sections 17(f) and 36(b) of the 1940 Act and other 
        duties and obligations thereof.

Article 11. Fees and Expenses.

   A.   Annual Fee

   For the performance by the Company pursuant to Section Three of 
this Agreement, the Trust and/or the Fund agree to pay the Company 
an annual fee as set forth in Schedule E, attached hereto.

   B.   Payment

       The Company shall send an invoice with respect to fees 
       and reimbursable expenses to each of the Trust/or Fund as 
       soon as practicable at the end of each month.  Each 
       invoice will provide detailed information about the 
       Compensation and out-of-pocket expenses in occurrence 
       with Schedule E.  The Trust and/or Fund will pay to the 
       Company the amount of such invoice within 30 days 
       following the receipt of the invoice.  

Article 12. Representations.

      The Company represents and warrants that it has obtained 
all required approvals from all government or regulatory 
authorities necessary to enter into this arrangement and to 
provide the services contemplated in Section Three of this 
Agreement.

SECTION FOUR:  General Provisions.

Article 13.  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 Charter 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 Trust or 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 Fund 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, and/or Class's 
           Shares;

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

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

        (4) Certified copies of each vote of the Board 
           authorizing officers to give Proper Instructions to 
           the Custodian and agents for fund accountant, custody 
           services procurement, and shareholder recordkeeping 
           or transfer agency services;

        (5) 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 each Fund.

Article 14.  Representations and Warranties.

   A.   Representations and Warranties of the Company

        The Company represents and warrants to the Trust that:

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

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

        (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 its 
           obligations under this Agreement.

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

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

   B.   Representations and Warranties of the Trust

        The Trust represents and warrants to the Company that:

        (1) It is an investment company duly organized and 
           existing and in good standing under the laws of its 
           state of organization;

        (2) It is empowered under applicable laws and by its 
           Charter and By-Laws to enter into and perform its 
           obligations under this Agreement;

        (3) All corporate proceedings required by said Charter 
           and By-Laws have been taken to authorize it to enter 
           into and perform its obligations under this 
           Agreement;

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

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

Article 15.  Indemnification.

   A.  Indemnification by Trust

          The Company shall not be responsible for and the Trust 
       or Fund shall indemnify and hold the Company, including 
       its officers, directors, shareholders and their agents 
       employees and affiliates, harmless against any and all 
       losses, damages, costs, charges, counsel fees, payments, 
       expenses and liabilities arising out of or attributable 
       to:

   (1) The acts or omissions of any Custodian, 

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

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

            (a) are received by the Company or its agents or 
               subcontractors and furnished to it by or on 
               behalf of the Fund, its Shareholders or investors 
               regarding the purchase, redemption or transfer of 
               Shares and Shareholder account information; or 

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

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

        (5) 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 15.A. from liability for any 
       act or omission resulting from the Company's willful 
       misfeasance, bad faith, gross negligence or reckless 
       disregard of its duties. 

   B.  Indemnification by the Company

       The Company shall indemnify and hold the Trust or 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 willful misfeasance, bad faith, 
       gross negligence or reckless disregard of its duties. 

   C.  Reliance

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

   D.  Notification

       In order that the indemnification provisions contained in 
       this Article 15 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 16.  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 Trust or the appropriate Fund.  
Additionally, the Company reserves the right to charge for any 
other reasonable expenses associated with such termination.  The 
provisions of Article 15 shall survive the termination of this 
Agreement.

Article 17.  Amendment. 

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


Article 18.  Interpretive and Additional Provisions.

   In connection with the operation of this Agreement, the 
Company and the Trust may from time to time agree on such 
provisions interpretive of or in addition to the provisions of 
this Agreement as may in their joint opinion be consistent with 
the general tenor of this Agreement.  Any such interpretive or 
additional provisions shall be in a writing signed by both 
parties and shall be annexed hereto, provided that no such 
interpretive or additional provisions shall contravene any 
applicable federal or state regulations or any provision of the 
Charter.  No interpretive or additional provisions made as 
provided in the preceding sentence shall be deemed to be an 
amendment of this Agreement.

Article 19.  Governing Law.

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


Article 20.  Notices.

   Except as otherwise specifically provided herein, Notices and 
other writings delivered or mailed postage prepaid to the Trust 
at Federated Investors Tower, Pittsburgh, Pennsylvania, 
15222-3779, or to the Company at Federated Investors Tower, 
Pittsburgh, Pennsylvania, 15222-3779, or to such other address as 
the Trust or the Company may hereafter specify, shall be deemed 
to have been properly delivered or given hereunder to the 
respective address.

Article 21.  Counterparts.

   This Agreement may be executed simultaneously in two or more 
counterparts, each of which shall be deemed an original.

Article 22.  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  property of the Fund, or Class, as provided 
in the Declaration of Trust.


Article 23.  Limitations of Liability of Trustees and 
          Shareholders of the Company.

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


Article 24.  Assignment.

   This Agreement and the rights and duties hereunder shall not 
be assignable with respect to the Trust or the Funds by either of 
the parties hereto except by the specific written consent of the 
other party.

Article 25.  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 26.  Successor Agent.

   If a successor agent for the Trust shall be appointed by the 
Trust, the Company shall upon termination of this Agreement 
deliver to such successor agent at the office of the Company all 
properties of the Trust held by it hereunder.  If no such 
successor agent shall be appointed, the Company shall at its 
office upon receipt of Proper Instructions deliver such 
properties in accordance with such instructions.

   In the event that no written order designating a successor 
agent or Proper Instructions shall have been delivered to the 
Company on or before the date when such termination shall become 
effective, then the Company shall have the right to deliver to a 
bank or trust company, which is a "bank" as defined in the 1940 
Act, of its own selection, having an aggregate capital, surplus, 
and undivided profits, as shown by its last published report, of 
not less than $2,000,000, all properties held by the Company 
under this Agreement.  Thereafter, such bank or trust company 
shall be the successor of the Company under this Agreement.


Article 27.  Force Majeure.

   The Company shall have no liability for cessation of services 
hereunder or any damages resulting therefrom to the Fund as a 
result of work stoppage, power or other mechanical failure, 
natural disaster, governmental action, communication disruption 
or other impossibility of performance.

Article 28.  Assignment; Successors.

   This Agreement shall not be assigned by either party without 
the prior written consent of the other party, except that either 
party may assign to a successor all of or a substantial portion 
of its business, or to a party controlling, controlled by, or 
under common control with such party.  Nothing in this Article 28 
shall prevent the Company from delegating its responsibilities to 
another entity to the extent provided herein.

Article 29.  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:                                                INVESTMENT 
                                 COMPANIES (listed on Exhibit 1)


/s/ John W. McGonigle_________   By:__/s/ John F. 
Donahue__________
John W. McGonigle                       John F. Donahue
Secretary                                              Chairman


ATTEST:                                                FEDERATED 
SERVICES COMPANY


/s/ Jeannette Fisher-Garber                       By:_/s/ James J. Dolan__
Jeannette Fisher-Garber                 James J. Dolan
Secretary                               President



                           Schedule A


                        Fund Accounting
                          Fee Schedule

I.  Portfolio Record Keeping/Fund Accounting Services

Maintain investment ledgers, provide selected portfolio 
transactions, position and income reports.  Maintain general 
ledger and capital stock accounts.  Prepare daily trial balance.  
Provide selected general ledger reports.  Calculate net asset 
value daily.  Securities yield or market value quotations will be 
provided to State Street by the fund or via State Street Bank 
automated pricing services.

                          ANNUAL FEES

   ASSET

First $250 Million                                 2.0 Basis Points
Next $250 Million                                  1.5 Basis Points
Next $250 Million                                  1.0 Basis Point
Excess                                              .5 Basis Point

Minimum fee per year                                     $39,000
Additional class of shares per year                      $12,000

II.  Special Services

Fees for activities of a non-recurring nature such as fund 
consolidation or reorganization, extraordinary security shipments 
and the preparation of special reports will be subject to 
negotiation.

III.  Term of the Contract

The parties agree that this fee schedule shall become effective 
June 1, 1993 and will remain in effect until it is revised as a 
result of negotiations initiated by either party.
                          Schedule A1
                                
                                
                        Fund Accounting
                          Fee Schedule



Annual

       First $100 Million              3.0 Basis Points
       $100 Million - $300 Million     2.0 Basis Points
       $300 Million - $500 Million     1.0 Basis Points
       Over $500 Million               0.5 Basis Points

Fund Minimum                            $39,000

Additional Class of Shares              $12,000

(Plus pricing charges and other out-of-pocket expenses)


                      Schedule B

                Out-of-Pocket Expenses
                    Fund Accounting


Out-of-pocket expenses include, but are not limited to, 
the following:

    -  Postage (including overnight courier service)
    -  Statement Stock
    -  Envelopes
    -  Telephones
    -  Telecommunication Charges (including FAX)
    -  Travel
    -  Duplicating
    -  Forms
    -  Supplies
    -  Microfiche
    -  Computer Access Charges
    -  Client Specific System Enhancements
    -  Access to the Shareholder Recordkeeping System
    -  Security Pricing Services
    -  Variable Rate Change Notification Services
    -  Paydown Factor Notification Services


                        Schedule C


                     Fees and Expenses
                 Shareholder Recordkeeping

I.  Transfer Agency Services

Base Fee * (Annual fee per fund, class or other subdivision)      $24,000

Account Fee* (Annual account charge)
      (includes system access and funds control and reconcilement)
   .  Daily dividend fund                                         $16.00
   .  Monthly dividend fund                                       $10.00
   .  Quarterly dividend fund                                     $10.00
   .  Contingent Deferred Sales Charge (Additionally)             $5.00
            (monthly and quarterly funds only)
   .  Closed Accounts*                                            $1.20
            (annual)
   .  Termination Fee (One time charge)                           $20,000

II.  Shareholder Services

Other Account Fees* (Services or features not covered above)
   .  Account Activity Processing                                 $3.50
      (includes account establishment, transaction and maintenance processing)
   .  Account Servicing                                           $4.50
      (includes shareholder servicing and correspondence)


   * All fees are annualized and will be prorated on a 
    monthly basis for billing purposes.  Out-of-pocket 
    expenses are not covered by these fees.




                           Schedule C1
                  Federated Investors
                  _ Federated Funds _
                                
                                
I.  Annual Maintenance Charge

The annual maintenance charge includes the processing of all transactions and 
correspondence. The fee is billable on a monthly basis at the rate of 1/12 of 
the annual fee. A charge is made for an account in the month that an account  
opens or closes.

Basic Annual per Account Fee
   The individual per account charges will be billed as follows:
   . Money Market Fund/Daily Accrual                             $16.65
   . Money Market Fund/Sweep Account                             $10.00
   . Fluctuating NAV/Daily Accrual
        _ Non FundServe                                           $16.65
        _ Non Networked FundServe                                 $14.65
   . CDSC/Declared Dividend
        _ Non FundServe                                           $13.75
        _ Non Networked FundServe                                 $11.75
        _ Networking Levels 1, 2, and 4                           $11.75
        _ Networking Level 3                                      $9.00
   . Declared Dividend
        _ Non FundServe                                           $8.75
        _ Non Networked FundServe                                 $6.75
        _ Networked FundServe Levels 1, 2, 3, and 4               $6.75

Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes  maintenance and certification and 
complies to all known government regulations regarding TIN processing.
   . Maintenance                                                 $.25 per item
   . Certification                                               $.10 per item


I.  Annual Maintenance Charge  (con't.)

Closed Account Fee                                          $.10 per account 
per month
   (No fee assessed for $0 balance open accounts)

Minimum Charges
 . The monthly maintenance charge for each fund will be the actual account 
   fees or $1000, whichever is greater.
 . All funds will be subject to the minimum monthly fee of $1,000 except 
   that the minimum will be waived for the initial six months or until the 
   fund's net assets exceed $50,000,000, whichever occurs first.
 . The "clone" funds will be subject to a monthly minimum fee of $600.


II.  Out-of-Pocket Expenses

Out-of-pocket expenses  include  but  are not  limited  to:  postage, forms,  
telephone, microfilm,  microfiche,  and expenses  incurred  at  the specific  
direction of the fund. Postage for mass mailings is due seven days in advance 
of the mailing date.


III.  Payment

Payment is due thirty days after the date of the invoice.

                          Schedule C2
                  Federated Investors
              _ Bank Proprietary Funds _
                                
                                
I.  Annual Maintenance Charge

The annual maintenance charge includes the processing of all transactions and 
correspondence. The fee is billable on a monthly basis at the rate of 1/12 of 
the annual fee. A charge is made for an account in the month that an account  
opens or closes.

Basic Annual per Account Fee
   The individual per account charges will be billed as follows:
   . Money Market Fund/Daily Accrual                             $16.65
   . Money Market Fund/Sweep Account                             $10.00
   . Fluctuating NAV/Daily Accrual
        _ Non FundServe                                           $16.65
        _ Non Networked FundServe                                 $14.65
   . CDSC/Declared Dividend
        _ Non FundServe                                           $13.75
        _ Non Networked FundServe                                 $11.75
        _ Networking Levels 1, 2, and 4                           $11.75
        _ Networking Level 3                                      $9.00
   . Declared Dividend
        _ Non FundServe                                           $8.75
        _ Non Networked FundServe                                 $6.75
        _ Networked FundServe Levels 1, 2, 3, and 4               $6.75

Taxpayer Identification Processing (TIN)
The charge for TIN solicitation includes  maintenance and certification and 
complies to all known government regulations regarding TIN processing.
   . Maintenance                                                 $.25 per item
   . Certification                                               $.10 per item


I.  Annual Maintenance Charge  (con't.)

Closed Account Fee                                          $.10 per account 
per month
   (No fee assessed for $0 balance open accounts)

Minimum Charges
 . The monthly  maintenance charge for  each fund will  be the actual  
   account fees or $2000, whichever is greater.


II.  Out-of-Pocket Expenses

Out-of-pocket expenses  include  but  are not  limited  to:  postage, forms,  
telephone, microfilm,  microfiche,  and expenses  incurred  at  the specific  
direction of the fund. Postage for mass mailings is due seven days in advance 
of the mailing date.


III.  Payment

Payment is due thirty days after the date of the invoice.


                        SCHEDULE D


              Out-of-Pocket Expenses Schedule


    -  Postage (including overnight courier service)
    -  Statement Stock
    -  Envelopes
    -  Telecommunication Charges (including FAX)
    -  Travel
    -  Duplicating
    -  Forms
    -  Supplies
    -  Microfiche
    -  Computer Access Charges
    -  Client Specific Enhancements
    -  Disaster Recovery
                        SCHEDULE E

                       Fee Schedule

I.  Custody Services

Maintain Custody of fund assets.  Settle portfolio purchases and 
sales.  Report  buy  and  sell   fails.  Determine  and  collect  
portfolio  income.  Make  cash  disbursements  and  report  cash  
transactions.  Monitor corporate actions.

                           ANNUAL FEES

   ASSET

First $500 Million                                             1.0 Basis Point
Excess                                                          .5 Basis Point

Minimum fee per year                                           $15,000
Wire Fees                                                      $2.70 per wire
Settlements:
.  Each DTC Commercial Paper                                   $9.00
.  Each DTC Transaction                                        $9.00
.  Each Federal Reserve Book Entry Transaction (Repo)          $4.50
.  Each Repo with Banks Other than State Street Bank           $7.50
.  Each Physical Transaction (NY/Boston, Private Placement)    $21.75
.  Each Option Written/Exercised/Expired                       $18.75
.  Each Stock Load Transaction                                 $12.00
.  Each Book Entry Muni (Sub-custody) Transaction              $15.00
.  Index Fund/ETD                                              Cost + 15%

II.  Out-Of-Pocket Expenses

Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.


III.  Special Services

Fees for  activities  of a  non-recurring  nature  such as  fund  
consolidation or reorganization, extraordinary security shipments 
and the  preparation  of  special  reports  will  be subject  to  
negotiation.

IV.  Coupon Clipping

Monitoring for calls and processing for each monthly issue held

Monthly Charge                                                 
$5.00

V.  Balance Credit

A balance  credit equal  to 75%  of the  average balance  in the  
custodian account for the monthly billed times the 30-day T-Bill 
Rate on  the last  Monday of  the month  billed will  be applied  
against Section I through IV above.

VI.  Term of the Contract

The parties agree that this fee  schedule shall become effective 
June 1, 1993 and will remain in effect  until it is revised as a 
result of negotiations initiated by either party.





EXHIBIT 1
FA=Fund Accounting
SR=Shareholder Recordkeeping
CSP=Custody Services Procurement
<TABLE>
<CAPTION>
<S>                <C>                                                          <C>            <C>
CONTRACT                                                                        SERVICES       RELEVANT
DATE               INVESTMENT COMPANY                                           PROVIDED       SCHEDULES    

12/1/93             111 Corcoran Fund                                                                                               
12/1/93               111 Corcoran Bond Fund                                     FA, SR         A,B,C,D
12/1/93             111 Corcoran North Carolina Municipal
                      Securities Fund                                            FA, SR         A,B,C,D
12/1/93             American Leaders Fund, Inc.                                                                                     

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Fortress Shares                                            FA,SR,CSP      A,B,C,D,E
12/1/93             Automated Cash Management Trust                              FA,SR,CSP      A,B,C,D,E
12/1/93             Automated Government Money Trust                             FA,SR,CSP      A,B,C,D,E
01/07/94            BankSouth Select Funds                                          SR,             C,D
01/07/94              BankSouth Select Georgia Tax-Free Income Fund                 SR,             C,D
01/07/94              BankSouth Select Government Money Market Fund                 SR,             C,D
01/07/94              BankSouth Select Prime Money Market Fund                      SR,             C,D
01/07/94              BankSouth Select Bond Fund                                    SR,             C,D
01/07/94              BankSouth Select Equity Fund                                  SR,             C,D
12/1/93             BayFunds                                                        FA          A1,B
12/1/93               BayFunds Money Market Portfolio                               FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93                 Trust Shares                                                FA          A1,B
12/1/93               BayFunds Bond Portfolio                                       FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93                 Trust Shares                                                FA          A1,B
12/1/93               BayFunds Equity Portfolio                                     FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93                 Trust Shares                                                FA          A1,B
12/1/93               BayFunds Short-Term Yield Portfolio                           FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93                 Trust Shares                                                FA          A1,B
12/1/93               BayFunds U.S. Treasury Money Market Portfolio                 FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93                 Trust Shares                                                FA          A1,B
12/1/93             The Biltmore Funds                                              FA          A1,B
12/1/93               Biltmore Balanced Fund                                        FA          A1,B
12/1/93               Biltmore Equity Fund                                          FA          A1,B
12/1/93               Biltmore Fixed Income Fund                                    FA          A1,B
12/1/93               Biltmore Equity Index Fund                                    FA          A1,B
12/1/93               Biltmore Money Market Fund                                    FA          A1,B
12/1/93                 Institutional Shares                                        FA          A1,B
12/1/93                 Investment Shares                                           FA          A1,B
12/1/93               Biltmore Prime Cash Management Fund                           FA          A1,B
12/1/93                 Institutional Shares                                        FA          A1,B
12/1/93               Biltmore Short-Term Fixed Income Fund                         FA          A1,B
12/1/93               Biltmore Special Values Fund                                  FA          A1,B
12/1/93               Biltmore Tax-Free Money Market Fund                           FA          A1,B
12/1/93                   Institutional Shares                                      FA          A1,B
12/1/93                   Investment Shares                                         FA          A1,B
12/1/93               Biltmore U.S. Treasury Money Market Fund                      FA          A1,B
12/1/93                   Institutional Shares                                      FA          A1,B
12/1/93                   Investment Shares                                         FA          A1,B
12/1/93             Biltmore Quantitative Equity Fund                               FA          A1,B
12/1/93             The Boulevard Funds                                             FA,SR       A1,B,C,D
12/1/93               Boulevard Blue Chip Growth Fund                               FA,SR       A1,B,C,D
12/1/93               Boulevard Managed Income Fund                                 FA,SR       A1,B,C,D
12/1/93               Boulevard Managed Municipal Fund                              FA,SR       A1,B,C,D
12/1/93               Boulevard Strategic Balanced Fund                             FA,SR       A1,B,C,D
12/1/93             California Municipal Cash Trust                              FA,SR,CSP      A,B,C,D,E
12/1/93             Cash Trust Series, Inc.                                                                                         
12/1/93               Government Cash Series                                     FA,SR,CSP      A,B,C,D,E
12/1/93               Municipal Cash Series                                      FA,SR,CSP      A,B,C,D,E
12/1/93               Prime Cash Series                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Treasury Cash Series                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Cash Trust Series II                                                                                            
12/1/93               Municipal Cash Series II                                   FA,SR,CSP      A,B,C,D,E
12/1/93               Treasury Cash Series II                                    FA,SR,CSP      A,B,C,D,E
12/1/93             DG Investor Series                                                                                              
12/1/93               DG Equity Fund                                             FA,SR          A1,B,C,D
12/1/93               DG Government Income Fund                                  FA,SR          A1,B,C,D
12/1/93               DG Limited Term Government Income Fund                     FA,SR          A1,B,C,D
12/1/93               DG Municipal Income Fund                                   FA,SR          A1,B,C,D
12/1/93               DG U.S. Government Money Market Fund                       FA,SR          A1,B,C,D
12/1/93             Federated ARMs Fund                                                                                             
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Bond Fund                                          FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Exchange Fund, Ltd.                                FA,SR,CSP      A,B,C,D,E
12/1/93             Federated GNMA Trust                                                                                            
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Government Trust                                                                                      
12/1/93               Automated Government Cash Reserves                         FA,SR,CSP      A,B,C,D,E
12/1/93               Automated Treasury Cash Reserves                           FA,SR,CSP      A,B,C,D,E        
12/1/93               U.S. Treasury Cash Reserves                                FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Growth Trust                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated High Yield Trust                                   FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Income Securities Trust                                                                               
12/1/93               Federated Short-Term Income Fund                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93               Intermediate Income Fund                                   FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Income Trust                                                                                          
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Index Trust                                                                                           
12/1/93               Max-Cap Fund                                               FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93               Mid-Cap Fund                                               FA,SR,CSP      A,B,C,D,E
12/1/93               Mini-Cap Fund                                              FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Intermediate Government Trust                                                                         
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Investment Funds                                                                                      
12/1/93               Growth Portfolio                                           FA,SR,CSP      A,B,C,D,E
12/1/93               High Quality Bond Portfolio                                FA,SR,CSP      A,B,C,D,E
12/1/93               Pennsylvania Intermediate Municipal Income Portfolio       FA,SR,CSP      A,B,C,D,E
12/1/93               Value Equity Portfolio                                     FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Master Trust                                                                                          
12/1/93             Federated Municipal Trust                                                                                       
12/1/93               Alabama Municipal Cash Trust                               FA,SR,CSP      A,B,C,D,E
12/1/93               Connecticut Municipal Cash Trust                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93               Massachusetts Municipal Cash Trust                         FA,SR,CSP      A,B,C,D,E
12/1/93                  BayFund Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93               Minnesota Municipal Cash Trust                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Cash Series Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93               New Jersey Municipal Cash Trust                            FA,SR,CSP      A,B,C,D,E
12/1/93                 Cash Series Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93               Ohio Municipal Cash Trust                                  FA,SR,CSP      A,B,C,D,E
12/1/93                 Cash II Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93               Pennsylvania Municipal Cash Trust                          FA,SR,CSP      A,B,C,D,E
12/1/93                 Cash Series Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93               Virginia Municipal Cash Trust                              FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Service Shares                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Institutional Shares                                     FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Short-Intermediate Government Trust                                                                   

12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Short-Intermediate Municipal Trust                                                                    

12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Short-Term U.S. Government Trust                   FA,SR,CSP      A,B,C,D,E
12/1/93             Stock and Bond Fund, Inc.                                                                                       

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Stock Trust                                        FA,SR,CSP      A,B,C,D,E
12/1/93             Federated Tax-Free Trust                                     FA,SR,CSP      A,B,C,D,E
12/1/93             Financial Reserves Fund                                      FA             A1,B
12/1/93             First Priority Funds                                                                                            
12/1/93               First Priority Equity Fund                                 FA,SR          A1,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A1,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A1,B,C,D
12/1/93               First Priority Fixed Income Fund                           FA,SR          A1,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A1,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A1,B,C,D
12/1/93               First Priority Treasury Money Market Fund                  FA,SR          A1,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A1,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A1,B,C,D
12/1/93               Limited Maturity Government Fund                           FA,SR          A1,B,C,D
12/1/93             Fixed Income Securities, Inc.                                                                                   

12/1/93               Limited Term Fund                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Fortress Shares                                            FA,SR,CSP      A,B,C,D,E
12/1/93               Investment Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Limited Term Municipal Fund                                FA,SR,CSP      A,B,C,D,E
12/1/93               Fortress Shares                                            FA,SR,CSP      A,B,C,D,E
12/1/93               Investment Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Multi-State Municipal Income Fund                          FA,SR,CSP      A,B,C,D,E
12/1/93               Limited Maturity Government Fund                           FA,SR,CSP      A,B,C,D,E
12/1/93             Fortress Adjustable Rate U.S. Government Fund, Inc.          FA,SR,CSP      A,B,C,D,E
12/1/93             Fortress Municipal Income Fund, Inc.                         FA,SR,CSP      A,B,C,D,E
12/1/93             Fortress Utility Fund, Inc.                                  FA,SR,CSP      A,B,C,D,E
12/1/93             FT Series, Inc.                                                                                                
12/1/93               International Equity Fund                                  FA,SR,CSP      A,B,C,D,E
12/1/93                 Class A Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Class C Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93               International Income Fund                                  FA,SR,CSP      A,B,C,D,E
12/1/93                 Class A Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Class C Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93             Fund for U.S. Government Securities, Inc.                                                                       
12/1/93                 Class A Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Class C Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93             Government Income Securities, Inc.                           FA,SR,CSP      A,B,C,D,E
1/11/94             Insight Institutional Series, Inc.                                                                              

1/11/94                  Insight Adjustable Rate Mortgage Fund                   FA,SR,CSP      A,B,C1,D,E
1/11/94                  Insight Limited Term Income Fund                        FA,SR,CSP      A,B,C1,D,E
1/11/94                  Insight Limited Term Municipal Fund                     FA,SR,CSP      A,B,C1,D,E
1/11/94                  Insight U.S. Government Fund                            FA,SR,CSP      A,B,C1,D,E
12/1/93             Intermediate Municipal Trust                                                                                    

12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93               Ohio Intermediate Municipal Trust                          FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93               Pennsylvania Intermediate Municipal Trust                  FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Investment Series Fund, Inc.                                                                                    

12/1/93               Capital Growth Fund                                        FA,SR,CSP      A,B,C,D,E
12/1/93                 Investment Shares                                        FA,SR,CSP      A,B,C,D,E
12/1/93                 Class A Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Class C Shares                                           FA,SR,CSP      A,B,C,D,E
12/1/93               Fortress Bond Fund                                         FA,SR,CSP      A,B,C,D,E
12/1/93             Investment Series Trust                                                                                         

12/1/93               High Quality Stock Fund                                    FA,SR,CSP      A,B,C,D,E
12/1/93               Municipal Securities Income Fund                           FA,SR,CSP      A,B,C,D,E
12/1/93               U.S. Government Bond Fund                                  FA,SR,CSP      A,B,C,D,E
12/1/93             Edward D. Jones & Co. Daily Passport Cash Trust              FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty Equity Income Fund, Inc.                                                                                

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Fortress Shares                                            FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty High Income Bond Fund, Inc.                                                                             

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty Municipal Securities Fund, Inc.                                                                         

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty Term Trust, Inc. - 1999                              FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty U.S. Government Money Market Trust                   FA,SR,CSP      A,B,C,D,E
12/1/93             Liberty Utility Fund, Inc.                                                                                      

12/1/93               Class A Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Class C Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93             Liquid Cash Trust                                            FA,SR,CSP      A,B,C,D,E
12/1/93             Star Funds                                                                                                 
12/1/93               Star Prime Obligations Fund                                FA,SR          A,B,C,D
12/1/93               Star Relative Value Fund                                   FA,SR          A,B,C,D
12/1/93               Star Tax-Free Money Market Fund                            FA,SR          A,B,C,D
12/1/93               Star Treasury Fund                                         FA,SR          A,B,C,D
12/1/93               Star U.S. Government Income Fund                           FA,SR          A,B,C,D
12/1/93               The Stellar Fund                                           FA,SR          A,B,C,D
12/1/93             Magna Funds                                                                                                     
12/1/93               Magna Intermediate Government Fund                         SR             C,D
12/1/93             Mark Twain Funds                                                                                                
12/1/93               Mark Twain Equity Portfolio                                FA,SR          A,B,C,D
12/1/93               Mark Twain Fixed Income Portfolio                          FA,SR          A,B,C,D
12/1/93               Mark Twain Government Money Market Portfolio               FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               Mark Twain Municipal Income Portfolio                      FA,SR          A,B,C,D
12/1/93             Marshall Funds, Inc.                                                                                            

12/1/93               Marshall Government Income Fund                            FA,SR          A1,B,C,D
12/1/93               Marshall Intermediate Bond Fund                            FA,SR          A1,B,C,D
12/1/93               Marshall Money Market Fund                                 FA,SR          A1,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A1,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A1,B,C,D
12/1/93               Marshall Short-Term Income Fund                            FA,SR          A1,B,C,D
12/1/93               Marshall Stock Fund                                        FA,SR          A1,B,C,D
12/1/93               Marshall Tax-Free Money Market Fund                        FA,SR          A1,B,C,D
12/1/93               Marshall Balanced Fund                                     FA,SR          A1,B,C,D
12/1/93               Marshall Equity Income Fund                                FA,SR          A1,B,C,D
12/1/93               Marshall Mid-Cap Stock Fund                                FA,SR          A1,B,C,D
12/1/93               Marshall Value Equity Fund                                 FA,SR          A1,B,C,D
12/1/93               Marshal Short-Intermediate Tax-free Fund                   FA,SR          A1,B,C,D
12/1/93             Money Market Management, Inc.                                FA,SR,CSP      A,B,C,D,E
12/1/93             Money Market Trust                                           FA,SR,CSP      A,B,C,D,E
12/1/93             Money Market Obligations Trust                                                                              
12/1/93               Government Obligations Fund                                FA,SR,CSP      A1,B,C,D,E
12/1/93               Prime Obligations Fund                                     FA,SR,CSP      A1,B,C,D,E
12/1/93               Tax-Free Obligations Fund                                  FA,SR,CSP      A1,B,C,D,E
12/1/93               Treasury Obligations Fund                                  FA,SR,CSP      A1,B,C,D,E
12/1/93             Municipal Securities Income Trust                                                                               

12/1/93               California Municipal Income Fund                           FA,SR,CSP      A,B,C,D,E
12/1/93                 Fortress Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Florida Municipal Income Fund                              FA,SR,CSP      A,B,C,D,E
12/1/93               Maryland Municipal Income Fund                             FA,SR,CSP      A,B,C,D,E
12/1/93               Michigan Municipal Income Fund                             FA,SR,CSP      A,B,C,D,E
12/1/93               New Jersey Municipal Income Fund                           FA,SR,CSP      A,B,C,D,E
12/1/93               New York Municipal Income Fund                             FA,SR,CSP      A,B,C,D,E
12/1/93                 Fortress Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93               Ohio Municipal Income Fund                                 FA,SR,CSP      A,B,C,D,E
12/1/93                 Fortress Shares                                          FA,SR,CSP      A,B,C,D,E
12/1/93                 Trust Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Pennsylvania Municipal Income Fund                         FA,SR,CSP      A,B,C,D,E
12/1/93                 Investment Shares                                        FA,SR,CSP      A,B,C,D,E
12/1/93                 Trust Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Income shares                                              FA,SR,CSP      A,B,C,D,E
12/1/93               Texas Municipal Income Fund                                FA,SR,CSP      A,B,C,D,E
12/1/93               Virginia Municipal Income Fund                             FA,SR,CSP      A,B,C,D,E
12/1/93             New York Municipal Cash Trust                                                                                   

12/1/93               Cash II Shares                                             FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93             The Planters Funds                                                                                              

12/1/93               Tennessee Tax-Free Bond Fund                               FA,SR          A1,B,C,D
12/1/93             Portage Funds                                                                                                   

12/1/93               Portage Government Money Market Fund                       SR             C,D
12/1/93                 Investment Shares                                        SR             C,D
12/1/93                 Trust Shares                                             SR             C,D
12/1/93             RIMCO Monument Funds                                                                                            

12/1/93               RIMCO Monument Bond Fund                                   FA,SR          A,B,C,D
12/1/93               RIMCO Monument Prime Money Market Fund                     FA,SR          A,B,C,D
12/1/93               RIMCO Monument Stock Fund                                  FA,SR          A,B,C,D
12/1/93               RIMCO Monument U.S. Treasury Money Market Fund             FA,SR          A,B,C,D
12/1/93             Signet Select Funds                                                                                             

12/1/93               Maryland Municipal Bond Fund                               FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               Money Market Fund                                          FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               Treasury Money Market Fund                                 FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               U.S. Government Income Fund                                FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               Value Equity Fund                                          FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               Virginia Municipal Bond Fund                               FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93             The Shawmut Funds                                                                                               

12/1/93               The Shawmut Fixed Income Fund                              FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Growth Equity Fund                             FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Growth and Income Equity Fund                  FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Intermediate Government Income Fund            FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Limited Term Income Fund                       FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Prime Money Market Fund                        FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Small Capitalization Equity Fund               FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Connecticut Municipal Money Market Fund        FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Shawmut Connecticut Intermediate Municipal Income Fund FA,SR          A,B,C,D
12/1/93               The Shawmut Massachusetts Municipal Money Market Fund      FA,SR          A,B,C,D
12/1/93               The Shawmut Massachusetts Intermediate Municipal 
                       Income Fund                                               FA,SR          A,B,C,D
12/1/93             The Starburst Funds                                                                                            

12/1/93               The Starburst Government Income Fund                       FA,SR          A,B,C,D
12/1/93               The Starburst Government Money Market Fund                 FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Starburst Money Market Fund                            FA,SR          A,B,C,D
12/1/93                 Investment Shares                                        FA,SR          A,B,C,D
12/1/93                 Trust Shares                                             FA,SR          A,B,C,D
12/1/93               The Starburst Municipal Income Fund                        FA,SR          A,B,C,D
12/1/93             The Starburst Funds II                                                                                          

12/1/93               The Starburst Quality Income Fund                          FA,SR          A,B,C,D
12/1/93             Tax-Free Instruments Trust                                                                                      

12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93              Institutional Shares                                        FA,SR,CSP      A,B,C,D,E
12/1/93             Trademark Funds                                                                                                 

12/1/93               Trademark Equity Fund                                      FA,SR          A,B,C,D
12/1/93               Trademark Government Income Fund                           FA,SR          A,B,C,D
12/1/93               Trademark Kentucky Municipal Bond Fund                     FA,SR          A,B,C,D
12/1/93               Trademark Short-Intermediate Government Fund               FA,SR          A,B,C,D
12/1/93             Trust for Financial Institutions                                                                                

12/1/93               Government Qualifying Liquidity Fund                       FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93               Short-Term Government Qualifying Liquidity Fund            FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93               Government Money Market Fund                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Service Shares                               FA,SR,CSP      A,B,C,D,E
12/1/93               Institutional Shares                                       FA,SR,CSP      A,B,C,D,E
12/1/93             Trust for Government Cash Reserves                           FA,SR,CSP      A,B,C,D,E
12/1/93             Trust for Short-Term U.S. Government Securities              FA,SR,CSP      A,B,C,D,E
12/1/93             Trust for U.S. Treasury Obligations                          FA,SR,CSP      A,B,C,D,E
12/1/93             Vulcan Funds                                                                                                    

12/1/93               Vulcan Bond Fund                                           FA,SR          A1,B,C,D
12/1/93               Vulcan Stock Fund                                          FA,SR          A1,B,C,D
12/1/93               Vulcan Treasury Obligations Money Market Fund              FA,SR          A1,B,C,D
</TABLE>                                                              




 Exhibit 15 under Form N-1A
 Exhibit 1 under Item 601/Reg. S-K
                                             
                                             
                   FEDERATED INTERMEDIATE GOVERNMENT TRUST
                                     PLAN
 
      This Plan ("Plan") is adopted as of May 29, 1992, by the Board of 
 Trustees of Federated Intermediate Government Trust (the "Trust"), a 
 Massachusetts business trust with respect to certain classes of shares 
 ("Classes") of the portfolios of the Trust (the "Funds") set forth in 
 exhibits hereto.
 
      1.  This Plan is adopted pursuant to Rule 12b-1 under the Investment 
 Company Act of 1940 ("Act") so as to allow the Trust to make payments as 
 contemplated herein, in conjunction with the distribution of Classes of the 
 Funds ("Shares").
 
      2.  This Plan is designed to finance activities of Federated Securities 
 Corp. ("FSC") principally intended to result in the sale of Shares to 
 include: (a) providing incentive to broker/dealers ("Brokers") to sell Shares 
 and to provide administrative support services to the Funds and their 
 shareholders; (b) compensating other participating financial institutions and 
 other persons ("Administrators") for providing administrative support 
 services to the Funds and their shareholders; (c) paying for the costs 
 incurred in conjunction with advertising and marketing of Shares to include 
 expenses of preparing, printing and distributing prospectuses and sales 
 literature to prospective shareholders, Brokers or Administrators, and; (d) 
 other costs incurred in the implementation and operation of the Plan.  In 
 compensation for services provided pursuant to this Plan, FSC will be paid a 
 fee in respect of the Classes set forth on the applicable exhibit. 
 
      3.  Any payment to FSC in accordance with this Plan will be made 
 pursuant to the "Distributor's Contract" entered into by the Trust and FSC.  
 Any payments made by FSC to Brokers and Administrators with funds received as 
 compensation under this Plan will be made pursuant to the "Rule 12b-1 
 Agreement" entered into by FSC and the Broker or Administrator.  
 
      4.  FSC has the right (i) to select, in its sole discretion, the Brokers 
 and Administrators to participate in the Plan and (ii) to terminate without 
 cause and in its sole discretion any Rule 12b-1 Agreement.
 
      5.  Quarterly in each year that this Plan remains in effect, FSC shall 
 prepare and furnish to the Board of Trustees of the Trust, and the Board of 
 Trustees shall review, a written report of the amounts expended under the 
 Plan and the purpose for which such expenditures were made.
 
      6.  This Plan shall become effective with respect to each Class 
 (i) after approval by majority votes of:  (a) the Trust's Board of Trustees; 
 (b) the Disinterested Trustees of the Trust, cast in person at a meeting 
 called for the purpose of voting on the Plan; and (c) the outstanding voting 
 securities of the particular Class, as defined in Section 2(a)(42) of the Act 
 and (ii) upon execution of an exhibit adopting this Plan with respect to such 
 Class. 
 
      7.  This Plan shall remain in effect with respect to each Class 
 presently set forth on an exhibit and any subsequent Classes added pursuant 
 to an exhibit during the initial year of this Plan for the period of one year 
 from the date set forth above and may be continued thereafter if this Plan is 
 approved with respect to each Class at least annually by a majority of the 
 Trust's Board of Trustees and a majority of the Disinterested Trustees, cast 
 in person at a meeting called for the purpose of voting on such Plan.  If 
 this Plan is adopted with respect to a Class after the first annual approval 
 by the Trustees as described above, this Plan will be effective as to that 
 Class upon execution of the applicable exhibit pursuant to the provisions of 
 paragraph 6(ii) above and will continue in effect until the next annual 
 approval of this Plan by the Trustees and thereafter for successive periods 
 of one year subject to approval as described above.  
 
      8.  All material amendments to this Plan must be approved by a vote of 
 the Board of Trustees of the Trust and of the Disinterested Trustees, cast in 
 person at a meeting called for the purpose of voting on it.  
 
      9.  This Plan may not be amended in order to increase materially the 
 costs which the Classes may bear for distribution pursuant to the Plan 
 without being approved by a majority vote of the outstanding voting 
 securities of the Classes as defined in Section 2(a)(42) of the Act.  
 
      10.  This Plan may be terminated with respect to a particular Class at 
 any time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote 
 of a majority of the outstanding voting securities of the particular Class as 
 defined in Section 2(a)(42) of the Act; or (c) by FSC on 60 days notice to 
 the Trust.  
 
      11.  While this Plan shall be in effect, the selection and nomination of 
 Disinterested Trustees of the Trust shall be committed to the discretion of 
 the Disinterested Trustees then in office.  
 
      12.  All agreements with any person relating to the implementation of 
 this Plan shall be in writing and any agreement related to this Plan shall be 
 subject to termination, without penalty, pursuant to the provisions of 
 Paragraph 10 herein.  
 
      13.  This Plan shall be construed in accordance with and governed by the 
 laws of the Commonwealth of Pennsylvania.
 
 PLAN
                                  EXHIBIT A
 
                Portfolio:     Federated Intermediate Government Trust
                Class:    Institutional Service Shares
 
 
      This Plan is adopted by the Trust with respect to the Class of Shares of 
 the Federated Intermediate Government Trust portfolio of the Trust.  (This 
 portfolio has the same name as the Trust.)
 
      In compensation for the services provided pursuant to this Plan, FSC 
 will be paid a monthly fee computed at the annual rate of .25 of 1% of the 
 average aggregate net asset value of the Institutional Service Shares of the 
 Federated Intermediate Government Trust portfolio of the Trust held during 
 the month.
 
      Witness the due execution hereof this 29th day of May, 1992.
 
 
                     TRUST:  FEDERATED INTERMEDIATE GOVERNMENT TRUST
 
 
                                                        By:  /s/ Glen R. 
 Johnson                    
                                                                          
             President



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