FEDERATED STOCK TRUST
497, 1995-12-29
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- --------------------------------------------------------------------------------
FEDERATED STOCK TRUST
PROSPECTUS

Federated  Stock  Trust  (the  "Trust")  is  a  no-load,  open-end,  diversified
management investment company (a mutual fund) investing in common stocks of high
quality companies to achieve growth of income and capital.

THE SHARES OFFERED  BY THIS PROSPECTUS  ARE NOT DEPOSITS  OR OBLIGATIONS OF  ANY
BANK,  ARE NOT  ENDORSED OR GUARANTEED  BY ANY BANK  AND ARE NOT  INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE  FEDERAL RESERVE BOARD, OR ANY  OTHER
GOVERNMENT   AGENCY.  INVESTMENT  IN  THESE  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 Trust. Keep this prospectus for future reference.


The  Trust has also  filed a Statement of  Additional Information dated December
31, 1995, with the Securities and Exchange Commission. The information contained
in the Statement  of Additional  Information is incorporated  by reference  into
this  prospectus.  You  may  request  a  copy  of  the  Statement  of Additional
Information or  a paper  copy of  this  prospectus, if  you have  received  your
prospectus  electronically, free of charge  by calling 1-800-235-4669. To obtain
other information or to make inquiries about the Trust, contact the Trust 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 December 31, 1995


TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF TRUST EXPENSES                        1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Investment Limitations                         5

TRUST INFORMATION                                5
- --------------------------------------------------
  Management of the Trust                        5
  Distribution of Trust Shares                   7
  Administration of the Trust                    7
  Brokerage Transactions                         8

NET ASSET VALUE                                  8
- --------------------------------------------------
INVESTING IN THE TRUST                           8
- --------------------------------------------------
  Share Purchases                                8
  Minimum Investment Required                    9
  What Shares Cost                               9
  Exchanging Securities for Trust
    Shares                                       9
  Subaccounting Services                         9
  Certificates and Confirmations                10
  Dividends                                     10
  Capital Gains                                 10
  Retirement Plans                              10

REDEEMING SHARES                                10
- --------------------------------------------------
  Telephone Redemption                          10
  Written Requests                              11
  Accounts with Low Balances                    11

SHAREHOLDER INFORMATION                         12
- --------------------------------------------------
  Voting Rights                                 12

TAX INFORMATION                                 12
- --------------------------------------------------
  Federal Income Tax                            12
  Pennsylvania Corporate and Personal
    Property Taxes                              12

PERFORMANCE INFORMATION                         12
- --------------------------------------------------
FINANCIAL STATEMENTS                            14
- --------------------------------------------------
REPORT OF ERNST & YOUNG LLP,
  INDEPENDENT AUDITORS                          25
- --------------------------------------------------
ADDRESSES                                       26
- --------------------------------------------------
</TABLE>



                                       I


SUMMARY OF TRUST EXPENSES

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

<CAPTION>

                                      ANNUAL TRUST OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.72%
12b-1 Fee........................................................................................       None
Total Other Expenses.............................................................................      0.29%
  Shareholder Services Fee (after waiver) (2).........................................      0.10%
        Total Operating Expenses (3).............................................................      1.01%
</TABLE>




(1) The management fee  has been reduced  to reflect the  voluntary waiver of a
    portion of  the management  fee. The  adviser can  terminate this  voluntary
    waiver  at any time  at its sole  discretion. The maximum  management fee is
    0.75% of the first $500 million in  average daily net assets, 0.675% of  the
    second  $500 million in  average daily net  assets, 0.60% of  the third $500
    million in average daily  net assets, 0.525% of  the fourth $500 million  in
    average daily net assets, and 0.40% of average daily net assets in excess of
    $2 billion.



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



(3) The total operating expenses  would have been 1.18%  absent the waiver of a
    portion of the management fee and the  voluntary waiver of a portion of  the
    shareholder services fee.



    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that a  shareholder of the  Trust will bear,  either
directly  or indirectly. For more complete descriptions of the various costs and
expenses, see  "Trust Information."  Wire-transferred redemptions  of less  than
$5,000 may be subject to additional fees.
<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.................................................     $10        $32        $56       $124
</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.


                                       1

FEDERATED STOCK TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of  Ernst & Young LLP, Independent Auditors,  on
page 25.
<TABLE>
<CAPTION>
                                                                YEAR ENDED OCTOBER 31,
                                     -----------------------------------------------------------------------------
                                      1995      1994      1993      1992      1991      1990      1989     1988(a)
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                               $26.33    $26.40    $24.18    $23.99    $18.55    $25.19    $22.87    $22.10
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                0.47      0.46      0.48      0.56      0.51      0.70      0.70      0.52
- -----------------------------------
  Net realized and unrealized gain
  (loss) on investments                5.04      0.68      4.27      1.79      6.23     (4.42)     2.34      1.03
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
  Total from investment operations     5.51      1.14      4.75      2.35      6.74     (3.72)     3.04      1.55
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
LESS DISTRIBUTIONS
- -----------------------------------
  Distributions from net investment
  income                              (0.49)    (0.43)    (0.49)    (0.55)    (0.56)    (0.78)    (0.65)    (0.52)
- -----------------------------------
  Distributions in excess of net
  investment income                    --        --       (0.02)(e)   --       --        --        --        --
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
  Total distributions from net
  investment income                   (0.49)    (0.43)    (0.51)    (0.55)    (0.56)    (0.78)    (0.65)    (0.52)
- -----------------------------------
  Distributions from net realized
  gain on investment transactions     (0.69)    (0.78)    (2.02)    (1.61)    (0.74)    (2.14)    (0.07)    (0.26)
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
  Total distributions                 (1.18)    (1.21)    (2.53)    (2.16)    (1.30)    (2.92)    (0.72)    (0.78)
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
NET ASSET VALUE, END OF PERIOD       $30.66    $26.33    $26.40    $24.18    $23.99    $18.55    $25.19    $22.87
- -----------------------------------  -------   -------   -------   -------   -------   -------   -------   -------
                                     -------   -------   -------   -------   -------   -------   -------   -------
TOTAL RETURN (b)                      21.98%     4.55%    20.88%    10.78%    37.50%   (16.36%)   13.48%     7.14%
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                             1.01%     0.97%     0.97%     0.99%     1.00%     0.98%     0.95%     0.94%*
- -----------------------------------
  Net investment income                1.71%     1.81%     1.83%     2.33%     2.25%     3.03%     2.75%     3.08%*
- -----------------------------------
  Expense waiver/reimbursement         0.15%(d)   --       --        --        --        --        --        --
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period (000
    omitted)                         $632,069  $600,664  $554,062  $386,490  $369,505  $332,241  $573,047  $636,426
- -----------------------------------
  Portfolio turnover                     42%       28%       26%       54%       49%       53%       35%       31%
- -----------------------------------

<CAPTION>
                                       YEAR ENDED JANUARY 31,
                                     ---------------------------
                                      1988      1987      1986
- -----------------------------------  -------   -------   -------
<S>                                  <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF
PERIOD                               $24.00    $20.43    $17.34
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                0.68      0.66      0.66
- -----------------------------------
  Net realized and unrealized gain
  (loss) on investments               (1.50)     4.99      3.48
- -----------------------------------  -------   -------   -------
  Total from investment operations    (0.82)     5.65      4.14
- -----------------------------------  -------   -------   -------
LESS DISTRIBUTIONS
- -----------------------------------
  Distributions from net investment
  income                              (0.64)    (0.64)    (0.65)
- -----------------------------------
  Distributions in excess of net
  investment income                    --        --        --
- -----------------------------------  -------   -------   -------
  Total distributions from net
  investment income                   (0.64)    (0.64)    (0.65)
- -----------------------------------
  Distributions from net realized
  gain on investment transactions     (0.44)    (1.44)    (0.40)
- -----------------------------------  -------   -------   -------
  Total distributions                 (1.08)    (2.08)    (1.05)
- -----------------------------------  -------   -------   -------
NET ASSET VALUE, END OF PERIOD       $22.10    $24.00    $20.43
- -----------------------------------  -------   -------   -------
                                     -------   -------   -------
TOTAL RETURN (b)                      (3.64%)   29.02%    24.78%
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                             0.89%     0.93%     1.00%
- -----------------------------------
  Net investment income                2.82%     3.04%     3.69%
- -----------------------------------
  Expense waiver/reimbursement         --        --        0.04%(c)
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period (000
    omitted)                         $675,110  $611,856  $284,856
- -----------------------------------
  Portfolio turnover                     51%       19%       35%
- -----------------------------------
</TABLE>



*   Computed on an annualized basis.

(a) For the nine months ended October 31, 1988.


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


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


(d) This  voluntary  expense  decrease  for  the  shareholder  services  fee is
    reflected in both the expense and net investment income ratios shown above.



(e) Distributions are determined in accordance with income tax regulations which
    may  differ   from   generally   accepted   accounting   principles.   These
    distributions  do not represent  a return of capital  for federal income tax
    purposes.


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


Further information about the  Trust's performance is  contained in the  Trust's
Annual  Report for the fiscal year ended October 31, 1995, which can be obtained
free of charge.


                                       2

GENERAL INFORMATION
- --------------------------------------------------------------------------------

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated December 30, 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  Trustees
have not established separate series or classes of shares.

Trust  shares are sold  and redeemed at  net asset value  without a sales charge
imposed by the Trust.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Trust is to provide growth of income and capital
by investing principally in  a professionally-managed and diversified  portfolio
of common stock of high-quality companies. These companies generally are leaders
in their industries and are characterized by sound management and the ability to
finance expected growth. While there is no assurance that the Trust will achieve
its  investment objective,  it endeavors  to do  so by  following the investment
policies described in this prospectus.  Unless otherwise stated, the  investment
objective  and the  policies and limitations  described below  cannot be changed
without the approval of shareholders.

INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS.    The  Trust's  investment approach  is  based  on  the
conviction  that over  the long  term the  economy will  continue to  expand and
develop and that this  economic growth will  be reflected in  the growth of  the
revenues and earnings of major corporations.

    COMMON  STOCKS.  The  Trust invests primarily in  common stocks of companies
    selected by  the Trust's  investment  adviser on  the basis  of  traditional
    research  techniques, including  assessment of earnings  and dividend growth
    prospects and  of  the  risk  and  volatility  of  the  company's  industry.
    Ordinarily,  these companies will be in the top 25% of their industries with
    regard to  revenues. However,  other factors,  such as  product position  or
    market  share, will be considered by  the Trust's investment adviser and may
    outweigh revenues.

    OTHER CORPORATE  SECURITIES.   The  Trust may  invest in  preferred  stocks,
    corporate bonds, notes, and warrants of these companies. The prices of fixed
    income securities generally fluctuate inversely to the direction of interest
    rates.

    U.S.  GOVERNMENT  SECURITIES.    The Trust  may  invest  in  U.S. government
    securities.

    REPURCHASE AGREEMENTS.  The  U.S. government securities  in which the  Trust
    invests  may  be  purchased pursuant  to  repurchase  agreements. Repurchase
    agreements are  arrangements  in  which  banks,  broker/dealers,  and  other
    recognized  financial institutions  sell U.S.  government securities  to the
    Trust and agree at the time of sale to repurchase them at a mutually  agreed
    upon  time and price. The Trust or its custodian will take possession of the
    securities subject to

                                       3
    repurchase agreements, and these securities will be marked to market  daily.
    To  the extent that  the original seller does  not repurchase the securities
    from the Trust, the  Trust 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  Trust might  be delayed pending  court action. The  Trust believes that
    under the regular procedures normally in  effect for custody of the  Trust's
    portfolio  securities subject to repurchase agreements, a court of competent
    jurisdiction would  rule  in favor  of  the  Trust and  allow  retention  or
    disposition  of such securities.  The Trust will  only enter into repurchase
    agreements with banks  and other recognized  financial institutions such  as
    broker/dealers  which are  found by the  Trust's adviser  to be creditworthy
    pursuant to guidelines established by the Trustees.


    MONEY MARKET  INSTRUMENTS.   The  Trust  may  also invest  in  money  market
    instruments.



    SECURITIES  OF FOREIGN ISSUERS.   The Trust may invest  in the securities of
    foreign  issuers  which  are  freely  traded  on  United  States  securities
    exchanges  or in the over-the-counter market in the form of ADRs. Securities
    of  a  foreign   issuer  may   present  greater   risks  in   the  form   of
    nationalization,  confiscation, domestic marketability, or other national or
    international restrictions. As a matter  of investment policy, which may  be
    changed  without shareholder approval,  the Trust will  not invest more than
    10% of its assets in American Depositary Receipts ("ADRs").


As a  matter of  practice, the  Trust will  not invest  in the  securities of  a
foreign  issuer  if  any such  risk  appears  to the  investment  adviser  to be
substantial.

At least 80% of the Trust's portfolio will be invested in common stocks,  unless
it is in a defensive position.

RESTRICTED  AND ILLIQUID SECURITIES.  The  Trust intends to invest in restricted
securities up to specific limitations.  These limitations are not applicable  to
commercial  paper  issued under  Section  4(2) of  the  Securities Act  of 1933.
Restricted securities are any securities in which the Trust may otherwise invest
pursuant to  the investment  objective and  policies but  which are  subject  to
restriction  on resale under  federal securities law. As  a matter of investment
practice, which  may be  changed without  shareholder approval,  the Trust  will
limit   investments  in   illiquid  securities,   including  certain  restricted
securities  not  determined  by  the  Trustees  to  be  liquid,  and  repurchase
agreements providing for settlement in more than seven days after notice, to 10%
of net assets.

The  Trust may invest  in commercial paper  issued in reliance  on the exemption
from registration  afforded by  Section  4(2) of  the  Securities Act  of  1933.
Section  4(2) commercial  paper is  restricted as  to disposition  under federal
securities law and  is generally sold  to institutional investors,  such as  the
Trust, who agree that it is purchasing the paper for investment purposes and not
with  a view to public  distribution. Any resale by the  purchaser must be in an
exempt transaction. Section 4(2)  commercial paper is  normally resold to  other
institutional  investors like  the Trust through  or with the  assistance of the
issuer or the investment  dealers who make a  market in Section 4(2)  commercial
paper, thus providing liquidity. The Trust believes that Section 4(2) commercial
paper  and possibly certain other restricted  securities which meet the criteria
for liquidity  established by  the Board  of  Trustees of  the Trust  are  quite
liquid.  The  Trust  intends,  therefore,  to  treat  the  restricted securities

                                       4

which meet the  criteria for  liquidity established by  the Trustees,  including
Section  4(2) commercial paper,  as determined by the  investment adviser of the
Trust, as liquid  and not  subject to  the investment  limitation applicable  to
illiquid securities and restricted securities.

WHEN-ISSUED   AND  DELAYED  DELIVERY  TRANSACTIONS.    The  Trust  may  purchase
securities on a when-issued  or delayed delivery  basis. These transactions  are
arrangements  in which the Trust purchases  securities with payment and delivery
scheduled for a future time. The seller's failure to complete these transactions
may cause the  Trust to miss  a price  or yield considered  to be  advantageous.
Settlement  dates may be a month or more after entering into these transactions,
and the market  values of the  securities purchased may  vary from the  purchase
prices.  Accordingly, the Trust may  pay more/less than the  market value of the
securities on the settlement date.

The Trust may dispose of a commitment  prior to settlement if the adviser  deems
it  appropriate to do  so. In addition,  the Trust may  enter in transactions to
sell its purchase  commitments to  third parties  at current  market values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Trust may realize short-term profits or losses upon the sale of such
commitments.

PORTFOLIO TURNOVER.   Although  the Trust  does  not intend  to invest  for  the
purpose  of seeking short-term profits, securities in its portfolio will be sold
whenever the Trust's investment adviser believes  it is appropriate to do so  in
light  of the Trust's investment objective, without regard to the length of time
a particular security may have been held.

INVESTMENT LIMITATIONS

The Trust will not:

    - borrow money or pledge securities except, under certain circumstances, the
      Trust may borrow  up to one-third  of the  value of its  total assets  and
      pledge up to 10% of the value of those assets to secure such borrowings;

    - invest  more than 5% of  its total assets in  the securities of one issuer
      (except cash and cash items and U.S. government securities);

    - invest more than  5% of total  assets in securities  of issuers that  have
      records of less than three years of continuous operations;

    - invest  more  than  10%  of  its total  assets  in  securities  subject to
      restrictions on resale; or

    - acquire more than 10% of the voting securities of any one issuer.

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.

                                       5

    INVESTMENT  ADVISER.    Investment  decisions  for  the  Trust  are  made by
    Federated Management,  the  Trust's  investment  adviser,  (the  "Adviser"),
    subject  to  direction by  the  Trustees. The  Adviser  continually conducts
    investment research and supervision for the Trust and is responsible for the
    purchase or sale of portfolio instruments,  for which it receives an  annual
    fee from the Trust.
    ADVISORY  FEES.  The annual investment advisory  fee is based on the Trust's
    average daily net assets as shown on the chart below.
<TABLE>
<CAPTION>
                AVERAGE DAILY                ADVISORY FEE AS % OF
                  NET ASSETS               AVERAGE DAILY NET ASSETS
             --------------------          ------------------------
             <S>                           <C>
             First $500 million                   .75 of 1%
             Second $500 million                  .675 of 1%
             Third $500 million                   .600 of 1%
             Fourth $500 million                  .525 of 1%
             Over $2 billion                      .40 of 1%
</TABLE>




    Both the Trust and the Adviser have adopted strict codes of ethics governing
    the conduct  of  all  employees  who manage  the  Trust  and  its  portfolio
    securities.  These codes recognize that such persons owe a fiduciary duty to
    the Trust's shareholders and must place the interests of shareholders  ahead
    of  the  employees' own  interest. Among  other  things, the  codes: require
    preclearance and  periodic reporting  of personal  securities  transactions;
    prohibit  personal transactions  in securities  being purchased  or sold, or
    being considered for  purchase or  sale, by the  Trust; prohibit  purchasing
    securities  in  initial public  offerings;  and prohibit  taking  profits on
    securities held  for less  than  sixty days.  Violations  of the  codes  are
    subject  to review  by the  Board of  Trustees, and  could result  in severe
    penalties.



    Under the investment advisory contract, the Adviser will reimburse the Trust
    the amount, limited to the amount of the advisory fee, by which the  Trust's
    aggregate  annual operating expenses, including  its investment advisory fee
    but  excluding   interest,  taxes,   brokerage  commissions,   expenses   of
    registering  and qualifying the Trust and its shares under federal and state
    laws, expenses of withholding taxes, and extraordinary expenses exceed 1% of
    its average daily  net assets. This  does not include  reimbursement to  the
    Trust  of any expenses incurred by shareholders who use the transfer agent's
    subaccounting facilities. The Adviser has  also undertaken to reimburse  the
    Trust for operating expenses in excess of limitations established by certain
    states.


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


    Federated  Management and other subsidiaries of Federated Investors serve as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a    number    of   investment    companies.    With   over    $72   billion


                                       6


    invested across more than 260  funds under management and/or  administration
    by  its subsidiaries, as of December 31, 1994, Federated Investors is one of
    the largest mutual fund investment managers in the United States. With  more
    than  1,750 employees, Federated  continues to be led  by the management who
    founded the company in  1955. Federated funds are  presently at work in  and
    through   4,000  financial   institutions  nationwide.   More  than  100,000
    investment professionals have selected Federated funds for their clients.


    Peter R. Anderson has been the Trust's senior portfolio manager since  1982.
    Mr.  Anderson joined  Federated Investors  in 1972  as, and  is presently, a
    Senior Vice President of the Trust's  investment adviser. Mr. Anderson is  a
    Chartered  Financial Analyst  and received  his M.B.A.  in Finance  from the
    University of Wisconsin.
    Timothy E. Keefe has been the Trust's portfolio manager since June 1,  1995.
    Mr.  Keefe joined Federated Investors in 1987 and has been an Assistant Vice
    President of the Trust's investment adviser since 1993. Mr. Keefe served  as
    an  Investment Analyst of the investment adviser from 1991 to 1993, and from
    1987 until 1991 he acted as a Marketing Representative in the Broker  Dealer
    Department.  Mr. Keefe  is a  Chartered Financial  Analyst and  received his
    M.B.A. in Business Administration from the University of Pittsburgh.


DISTRIBUTION OF TRUST SHARES

Federated Securities Corp. is the principal distributor for shares of the Trust.
It is a  Pennsylvania corporation  organized on November  14, 1969,  and is  the
principal distributor for a number of investment companies. Federated Securities
Corp. is a wholly-owned subsidiary of Federated Investors.


SHAREHOLDER  SERVICES.    The  Trust has  entered  into  a  Shareholder Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors,  under which  the Trust  may make  payments up  to .25  of 1%  of the
average daily net asset value of Shares,  computed at an annual rate, to  obtain
certain   personal  services   for  shareholders  and   provide  maintenance  of
shareholder accounts ("shareholder services").  From time to  time and for  such
periods   as  deemed  appropriate,  the  amount  stated  above  may  be  reduced
voluntarily.



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


ADMINISTRATION OF THE TRUST

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 Trust.
Federated   Administrative    Services    provides   these    at    an    annual

                                       7

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 TRUST
        --------------------        ------------------------------------
        <C>                         <S>
             .15 of 1%              on the first $250 million
             .125 of 1%             on the next $250 million
             .10 of 1%              on the next $250 million
             .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.


BROKERAGE TRANSACTIONS


When selecting brokers and dealers to handle the purchase and sale of  portfolio
instruments,  the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can  be obtained elsewhere. In selecting among  firms
believed  to meet  these criteria, the  adviser may give  consideration to those
firms believed to  meet these criteria,  the adviser may  give consideration  to
those  firms which have sold or are selling  shares of the Trust and other funds
distributed by  Federated  Securities  Corp.  The  adviser  makes  decisions  on
portfolio  transactions and selects brokers and dealers subject to review by the
Board of Trustees.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Trust's net asset value per  share fluctuates. It is determined by  dividing
the  sum  of  the  market  value  of  all  securities  and  other  assets,  less
liabilities, by the number of shares outstanding.

INVESTING IN THE TRUST
- --------------------------------------------------------------------------------
SHARE PURCHASES

Trust shares are  sold on days  on which the  New York Stock  Exchange is  open.
Shares may be purchased either by wire or mail.

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

    BY WIRE.  To purchase shares of the Trust by Federal Reserve wire, call  the
    Trust  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: Federated Services Company,

                                       8

    c/o State Street Bank and  Trust Company, Boston, Massachusetts;  Attention:
    EDGEWIRE; For Credit to: Federated Stock Trust; Fund Number (this number can
    be  found on the account statement or by contacting the Trust); Group Number
    or Order Number; Nominee or Institution Name; ABA Number 011000028.


    BY MAIL.  To purchase shares of the Trust by mail, send a check made payable
    to Federated  Stock Trust  to: Federated  Services Company,  P.O. Box  8600,
    Boston,  Massachusetts 02266-8600.  Orders by  mail are  considered received
    after payment by  check is  converted by  the transfer  agent's bank,  State
    Street  Bank, into  federal funds. This  is generally the  next business day
    after State Street Bank receives the check.


MINIMUM INVESTMENT REQUIRED

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


WHAT SHARES COST

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


The net asset  value is determined  as of  the close of  trading (normally  4:00
p.m.,  Eastern  time) on  the New  York Stock  Exchange, Monday  through Friday,
except on: (i) days on  which there are not sufficient  changes in the value  of
the  Trust'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;  or (iii) the  following holidays: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,  Labor
Day, Thanksgiving Day and Christmas Day.


EXCHANGING SECURITIES FOR TRUST SHARES

Investors  may exchange  certain securities or  a combination  of securities and
cash for Trust shares. The securities and  any cash must have a market value  of
at least $25,000. The Trust reserves the right to determine the acceptability of
securities  to be exchanged. Securities accepted by  the Trust are valued in the
same manner  as the  Trust  values its  assets.  Investors wishing  to  exchange
securities  should first contact Federated  Securities Corp. Shares purchased by
exchange of  U.S. government  securities  cannot be  redeemed by  telephone  for
fifteen business days to allow time for the transfer to settle.

SUBACCOUNTING SERVICES

Institutions  are encouraged  to open  single master  accounts. However, certain
institutions may  wish  to use  the  transfer agent's  subaccounting  system  to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee  based on the level of subaccounting services rendered. Institutions holding
Trust 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

                                       9

charge fees for other services provided which may be related to the ownership of
Trust 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 Trust, Federated Services  Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Trust. Detailed  confirmations of each purchase or  redemption
are  sent  to  each  shareholder. Quarterly  confirmations  are  sent  to report
dividends paid during that quarter.

DIVIDENDS
Dividends are declared and  paid quarterly to all  shareholders invested in  the
Trust  on the record date. Unless  shareholders request cash payments by writing
to the Trust, dividends are automatically reinvested in additional shares of the
Trust on payment dates at the ex-dividend  date net asset value without a  sales
charge.

CAPITAL GAINS

Capital  gains realized by the Trust, if  any, will be distributed at least once
every 12 months.

RETIREMENT PLANS

Shares of the Trust can  be purchased as an  investment for retirement plans  or
for  IRA accounts.  For further details  contact Federated  Securities Corp. and
consult a tax adviser.

REDEEMING SHARES
- --------------------------------------------------------------------------------

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

TELEPHONE REDEMPTION

Shareholders may redeem their shares by  telephoning the Trust before 4:00  p.m.
(Eastern  time). The proceeds will normally be wired 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  Trust shall determine  it necessary to  terminate or modify  this method of
redemption, shareholders would be promptly notified.

An authorization form  permitting the  Trust 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 Trust, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

                                       10

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

Trust  shares may also  be redeemed by  sending a written  request to the Trust.
Call the  Trust  for  specific  instructions before  redeeming  by  letter.  The
shareholder  will be asked to  provide in the request  his name, the Trust 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 any amount to be sent to an
address  other than that on record with the Trust, or a redemption payable other
than to  the  shareholder  of  record must  have  their  signatures  on  written
redemption requests guaranteed by:


    - a  trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund  which is  administered by  the Federal  Deposit  Insurance
      Corporation ("FDIC");
    - a member firm of the New York, American, Boston, Midwest, or Pacific Stock
      Exchanges;


    - a  savings bank or  savings association whose deposits  are insured by the
      Savings Association Insurance Fund, which is administered by the FDIC; or


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

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

The  Trust and its transfer agent have adopted standards for accepting signature
guarantees from the  above institutions. The  Trust may elect  in the future  to
limit  eligible  signature  guarantors to  institutions  that are  members  of a
signature guarantee program. The Trust 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 Trust may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account   balance  falls  below  a  required  minimum  value  of  $25,000.  This
requirement does not apply, however, if the balance falls below $25,000  because
of changes in the Trust'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.

                                       11

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS


Each  share of the Trust gives the shareholder one vote in Trustee elections and
other matters submitted to  shareholders for 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
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 Trust  shall be called by  the Trustees upon the  written
request of shareholders owning at least 10% of the Trust's outstanding shares.


TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Trust will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive  the special tax treatment afforded  to such companies. Unless otherwise
exempt, shareholders are required to pay federal income tax on any dividends and
other distributions received. This  applies whether dividends and  distributions
are  received in cash or  as additional shares. No federal  income tax is due on
any dividends earned in an IRA or qualified retirement plan until distributed.
PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

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

    - Trust  shares  may  be  subject  to  personal  property  taxes  imposed by
      counties, municipalities,  and school  districts  in Pennsylvania  to  the
      extent that the portfolio securities in the Trust would be subject to such
      taxes if owned directly by residents of those jurisdictions.

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

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

Total return represents the change, over a specific period of time, in the value
of  an investment in  the Trust 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 the Trust is calculated  by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Trust
over a thirty-day period  by the offering  price per share of  the Trust on  the
last   day  of  the   period.  This  number  is   then  annualized  using  semi-

                                       12

annual compounding.  The  yield does  not  necessarily reflect  income  actually
earned  by the Trust and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

The Trust  is sold  without  any sales  charge  or other  similar  non-recurring
charges.


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


                                       13

FEDERATED STOCK TRUST
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SHARES                                                                            VALUE
- --------------     ------------------------------------------------------------    ------------
<C>                <S>                                                             <C>
EQUITIES--88.2%
- -------------------------------------------------------------------------------
                   CONSUMER DURABLES--4.4%
                   ------------------------------------------------------------
   157,400         Eastman Kodak Co.                                               $  9,857,175
                   ------------------------------------------------------------
   347,700         Mattel, Inc.                                                       9,996,375
                   ------------------------------------------------------------
   353,700         Volvo, ADR                                                         8,046,675
                   ------------------------------------------------------------    ------------
                       Total                                                         27,900,225
                   ------------------------------------------------------------    ------------
                   CONSUMER NON-DURABLES--8.1%
                   ------------------------------------------------------------
   137,800         Avon Products, Inc.                                                9,801,025
                   ------------------------------------------------------------
   207,900         IBP, Inc.                                                         12,448,012
                   ------------------------------------------------------------
   224,900         Philip Morris Cos., Inc.                                          19,004,050
                   ------------------------------------------------------------
    84,100         RJR Nabisco Holdings Corp.                                         2,586,075
                   ------------------------------------------------------------
   220,300         Reebok International Ltd.                                          7,490,200
                   ------------------------------------------------------------    ------------
                       Total                                                         51,329,362
                   ------------------------------------------------------------    ------------
                   CONSUMER SERVICES--0.8%
                   ------------------------------------------------------------
    95,600         Gannett Co., Inc.                                                  5,198,250
                   ------------------------------------------------------------    ------------
                   ELECTRONIC TECHNOLOGY--11.5%
                   ------------------------------------------------------------
   142,900         Hewlett-Packard Co.                                               13,236,112
                   ------------------------------------------------------------
   152,400         Intel Corp.                                                       10,648,950
                   ------------------------------------------------------------
    97,500         International Business Machines Corp.                              9,481,875
                   ------------------------------------------------------------
   147,910  (a)    Litton Industries, Inc.                                            5,860,934
                   ------------------------------------------------------------
   238,300         Lockheed Martin Corp.                                             16,234,188
                   ------------------------------------------------------------
   144,500         Raytheon Co.                                                       6,303,813
                   ------------------------------------------------------------
   248,200         Rockwell International Corp.                                      11,044,900
                   ------------------------------------------------------------    ------------
                       Total                                                         72,810,772
                   ------------------------------------------------------------    ------------
</TABLE>



                                       14

FEDERATED STOCK TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SHARES                                                                            VALUE
- --------------     ------------------------------------------------------------    ------------
<C>                <S>                                                             <C>
EQUITIES--CONTINUED
- -------------------------------------------------------------------------------
                   ENERGY MINERALS--5.4%
                   ------------------------------------------------------------
   212,400         Chevron Corp.                                                   $  9,929,700
                   ------------------------------------------------------------
   287,200         Occidental Petroleum Corp.                                         6,174,800
                   ------------------------------------------------------------
   148,900         Texaco, Inc.                                                      10,143,813
                   ------------------------------------------------------------
   439,600         USX Corp.                                                          7,802,900
                   ------------------------------------------------------------    ------------
                       Total                                                         34,051,213
                   ------------------------------------------------------------    ------------
                   FINANCE--16.7%
                   ------------------------------------------------------------
   271,638         Allstate Corp.                                                     9,982,696
                   ------------------------------------------------------------
   146,500         American Express Co.                                               5,951,562
                   ------------------------------------------------------------
   202,000         Bank of Boston Corp.                                               8,989,000
                   ------------------------------------------------------------
   146,700         Chemical Banking Corp.                                             8,343,562
                   ------------------------------------------------------------
    99,900         CIGNA Corp.                                                        9,902,587
                   ------------------------------------------------------------
   217,200         Citicorp                                                          14,090,850
                   ------------------------------------------------------------
   182,883         Dean Witter, Discover & Co.                                        9,098,429
                   ------------------------------------------------------------
    82,700         First Interstate Bancorp                                          10,668,300
                   ------------------------------------------------------------
   248,700         Mellon Bank Corp.                                                 12,466,088
                   ------------------------------------------------------------
   174,900         Providian Corp.                                                    6,864,825
                   ------------------------------------------------------------
   182,000         Travelers Group, Inc.                                              9,191,000
                   ------------------------------------------------------------    ------------
                       Total                                                        105,548,899
                   ------------------------------------------------------------    ------------
                   HEALTH SERVICES--1.0%
                   ------------------------------------------------------------
   124,900         Smithkline Beecham Corp., ADR                                      6,479,188
                   ------------------------------------------------------------    ------------
                   HEALTH TECHNOLOGY--7.2%
                   ------------------------------------------------------------
   117,000         American Home Products Corp.                                      10,369,125
                   ------------------------------------------------------------
   184,700         Becton, Dickinson & Co.                                           12,005,500
                   ------------------------------------------------------------
   184,700         Bristol-Myers Squibb Co.                                          14,083,375
                   ------------------------------------------------------------
   159,700         Merck & Co., Inc.                                                  9,182,750
                   ------------------------------------------------------------    ------------
                       Total                                                         45,640,750
                   ------------------------------------------------------------    ------------
</TABLE>



                                       15

FEDERATED STOCK TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SHARES                                                                            VALUE
- --------------     ------------------------------------------------------------    ------------
<C>                <S>                                                             <C>
EQUITIES--CONTINUED
- -------------------------------------------------------------------------------
                   INDUSTRIAL SERVICES--1.7%
                   ------------------------------------------------------------
   260,500         Baker Hughes, Inc.                                              $  5,112,312
                   ------------------------------------------------------------
   129,610  (a)    Western Atlas, Inc.                                                5,686,639
                   ------------------------------------------------------------    ------------
                       Total                                                         10,798,951
                   ------------------------------------------------------------    ------------
                   NON-ENERGY MINERALS--3.2%
                   ------------------------------------------------------------
   158,300         Aluminum Co. of America                                            8,073,300
                   ------------------------------------------------------------
   187,900         Phelps Dodge Corp.                                                11,908,163
                   ------------------------------------------------------------    ------------
                       Total                                                         19,981,463
                   ------------------------------------------------------------    ------------
                   PROCESS INDUSTRIES--4.2%
                   ------------------------------------------------------------
   154,800         Du Pont (E.I.) de Nemours & Co.                                    9,655,650
                   ------------------------------------------------------------
   123,800         Eastman Chemical Co.                                               7,366,100
                   ------------------------------------------------------------
   356,000         Praxair, Inc.                                                      9,612,000
                   ------------------------------------------------------------    ------------
                       Total                                                         26,633,750
                   ------------------------------------------------------------    ------------
                   PRODUCER MANUFACTURING--11.1%
                   ------------------------------------------------------------
   175,800  (a)    FMC Corp.                                                         12,591,675
                   ------------------------------------------------------------
   207,900         General Electric Co.                                              13,149,675
                   ------------------------------------------------------------
    72,300         ITT Corp.                                                          8,856,750
                   ------------------------------------------------------------
    77,600         Loews Corp.                                                       11,378,100
                   ------------------------------------------------------------
   150,500         Philips Electronics N.V., ADR                                      5,813,063
                   ------------------------------------------------------------
   216,400         Textron, Inc.                                                     14,877,500
                   ------------------------------------------------------------
   250,000         Westinghouse Electric Corp.                                        3,531,250
                   ------------------------------------------------------------    ------------
                       Total                                                         70,198,013
                   ------------------------------------------------------------    ------------
                   RETAIL TRADE--2.6%
                   ------------------------------------------------------------
   210,200         American Stores Co.                                                6,279,725
                   ------------------------------------------------------------
   293,300         Sears, Roebuck & Co.                                               9,972,200
                   ------------------------------------------------------------    ------------
                       Total                                                         16,251,925
                   ------------------------------------------------------------    ------------
</TABLE>



                                       16

FEDERATED STOCK TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SHARES                                                                            VALUE
- --------------     ------------------------------------------------------------    ------------
<C>                <S>                                                             <C>
EQUITIES--CONTINUED
- -------------------------------------------------------------------------------
                   TECHNOLOGY SERVICES--2.3%
                   ------------------------------------------------------------
   291,600         General Motors Corp., Class E                                   $ 13,741,650
                   ------------------------------------------------------------
    50,000  (a)    DST Systems, Inc.                                                  1,050,000
                   ------------------------------------------------------------    ------------
                       Total                                                         14,791,650
                   ------------------------------------------------------------    ------------
                   TRANSPORTATION--1.5%
                   ------------------------------------------------------------
   134,100         Consolidated Rail Corp.                                            9,219,375
                   ------------------------------------------------------------    ------------
                   UTILITIES--6.5%
                   ------------------------------------------------------------
   230,800         AT&T Corp.                                                        14,771,200
                   ------------------------------------------------------------
    97,400         CMS Energy Corp.                                                   2,690,675
                   ------------------------------------------------------------
   136,100  (a)    Columbia Gas System, Inc.                                          5,239,850
                   ------------------------------------------------------------
   154,100         Enron Corp.                                                        5,297,187
                   ------------------------------------------------------------
    95,200         FPL Group, Inc.                                                    3,986,500
                   ------------------------------------------------------------
   355,200         MCI Communications Corp.                                           8,857,800
                   ------------------------------------------------------------    ------------
                       Total                                                         40,843,212
                   ------------------------------------------------------------    ------------
                     TOTAL EQUITIES (IDENTIFIED COST $379,383,732)                  557,676,998
                   ------------------------------------------------------------    ------------
                                                                                   ------------
CONVERTIBLE SECURITIES--4.6%
- -------------------------------------------------------------------------------
                   CONSUMER NON-DURABLES--1.0%
                   ------------------------------------------------------------
 1,006,900         RJR Nabisco Holdings Corp., Conv. Pfd., Series C, $.60             6,293,125
                   ------------------------------------------------------------    ------------
                   FINANCE--2.3%
                   ------------------------------------------------------------
   144,800         Merrill Lynch & Co., Inc., STRYPES, Series MGIC, $3.12             7,801,100
                   ------------------------------------------------------------
   109,000         Sunamerica, Inc., Conv. Pfd., Series E, $3.10                      6,758,000
                   ------------------------------------------------------------    ------------
                       Total                                                         14,559,100
                   ------------------------------------------------------------    ------------
                   PRODUCER MANUFACTURING--1.3%
                   ------------------------------------------------------------
   600,000  (b)    Westinghouse Electric Corp., PEPS, Series C, $1.30                 8,386,200
                   ------------------------------------------------------------    ------------
                     TOTAL CONVERTIBLE SECURITIES (IDENTIFIED COST $29,434,550)      29,238,425
                   ------------------------------------------------------------    ------------
                                                                                   ------------
</TABLE>



                                       17

FEDERATED STOCK TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

PRINCIPAL
 AMOUNT                                                                               VALUE
- --------------  ------------------------------------------------------------  ------------
<C>                <S>                                                             <C>

(c) REPURCHASE AGREEMENT--6.4%
- -------------------------------------------------------------------------------
$40,630,000        J.P. Morgan & Co., Inc., 5.90%, dated 10/31/1995, due
                   11/1/1995 (at amortized cost)                                   $ 40,630,000
                   ------------------------------------------------------------    ------------
                     TOTAL INVESTMENTS (IDENTIFIED COST $449,448,282) (d)          $627,545,423
                   ------------------------------------------------------------    ------------
                                                                                   ------------
</TABLE>



(a) Non-income producing security.


(b) Denotes a  restricted security which  is subject to  restrictions on resale
    under Federal  Securities laws.  This  security has  been determined  to  be
    liquid  under criteria established by  the Board of Trustees.  At the end of
    the period, this security  amounted to $8,386,200  which represents 1.3%  of
    net assets.



(c) The repurchase agreement is fully  collateralized by U.S. government and/or
    agency obligations based on market prices at the date of the portfolio.  The
    investment  in the repurchase agreement is  through participation in a joint
    account with other Federated funds.



(d) The cost of  investments for federal tax  purposes amounts to  $449,448,282.
    The  net  unrealized  appreciation of  investments  on a  federal  tax basis
    amounts to $178,097,141 which is comprised of $182,172,900 appreciation  and
    $4,075,759 depreciation at October 31, 1995.


Note: The  categories of  investments are  shown as  a percentage  of net assets
      ($632,069,224) at October 31, 1995.

The following acronym(s) are used throughout this portfolio:

ADR      --American Depository Receipt
PEPS     --Participating Equity Preferred Stock
STRYPES  --Structured Yield Product Exchangeable for Stock

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

                                       18

FEDERATED STOCK TRUST

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                    <C>          <C>
ASSETS:
- ------------------------------------------------------------------
Total investments in securities, at value (identified and tax cost
$449,448,282)                                                       $627,545,423
- ------------------------------------------------------------------
Income receivable                                                        892,392
- ------------------------------------------------------------------
Receivable for investments sold                                       18,042,355
- ------------------------------------------------------------------
Receivable for shares sold                                               694,141
- ------------------------------------------------------------------  ------------
    Total assets                                                     647,174,311
- ------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------
Payable for investments purchased                      $14,382,362
- -----------------------------------------------------
Payable for shares redeemed                                112,361
- -----------------------------------------------------
Payable to Bank                                            442,752
- -----------------------------------------------------
Accrued expenses                                           167,612
- -----------------------------------------------------  -----------
    Total liabilities                                                 15,105,087
- ------------------------------------------------------------------  ------------
NET ASSETS for 20,618,044 shares outstanding                        $632,069,224
- ------------------------------------------------------------------  ------------
                                                                    ------------
NET ASSETS CONSIST OF:
- ------------------------------------------------------------------
Paid in capital                                                     $408,742,044
- ------------------------------------------------------------------
Net unrealized appreciation of investments                           178,097,141
- ------------------------------------------------------------------
Accumulated net realized gain on investments                          45,016,155
- ------------------------------------------------------------------
Undistributed net investment income                                      213,884
- ------------------------------------------------------------------  ------------
    Total Net Assets                                                $632,069,224
- ------------------------------------------------------------------  ------------
                                                                    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------
$632,069,224  DIVIDED BY 20,618,044 shares outstanding              $      30.66
- ------------------------------------------------------------------  ------------
                                                                    ------------
</TABLE>


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

                                       19

FEDERATED STOCK TRUST

STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                         <C>        <C>          <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------
Dividends                                                           $ 14,369,895
- ------------------------------------------------------------------
Interest                                                               1,492,354
- ------------------------------------------------------------------  ------------
    Total income                                                      15,862,249
- ------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------
Investment advisory fee                                $ 4,305,810
- -----------------------------------------------------
Administrative personnel and services fee                  440,833
- -----------------------------------------------------
Custodian fees                                             102,829
- -----------------------------------------------------
Transfer and dividend disbursing agent fees and
expenses                                                   325,617
- -----------------------------------------------------
Directors'/Trustees' fees                                   11,909
- -----------------------------------------------------
Auditing fees                                               14,993
- -----------------------------------------------------
Legal fees                                                  13,307
- -----------------------------------------------------
Portfolio accounting fees                                   93,188
- -----------------------------------------------------
Shareholder services fee                                 1,455,815
- -----------------------------------------------------
Share registration costs                                    41,571
- -----------------------------------------------------
Printing and postage                                        28,297
- -----------------------------------------------------
Insurance premiums                                          10,106
- -----------------------------------------------------
Taxes                                                       17,098
- -----------------------------------------------------
Miscellaneous                                               28,717
- -----------------------------------------------------  -----------
    Total expenses                                       6,890,090
- -----------------------------------------------------
Waivers--
- ------------------------------------------
  Waiver of investment advisory fee         $(128,351)
- ------------------------------------------
  Waiver of shareholder services fee         (873,483)
- ------------------------------------------  ---------
    Total waivers                                       (1,001,834)
- -----------------------------------------------------  -----------
      Net expenses                                                     5,888,256
- ------------------------------------------------------------------  ------------
        Net investment income                                          9,973,993
- ------------------------------------------------------------------  ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
- ------------------------------------------------------------------
Net realized gain on investments                                      45,305,647
- ------------------------------------------------------------------
Net change in unrealized appreciation of investments                  58,089,861
- ------------------------------------------------------------------  ------------
  Net realized and unrealized gain on investments                    103,395,508
- ------------------------------------------------------------------  ------------
    Change in net assets resulting from operations                  $113,369,501
- ------------------------------------------------------------------  ------------
                                                                    ------------
</TABLE>



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

                                       20

FEDERATED STOCK TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       YEAR ENDED OCTOBER 31,
                                                    ----------------------------
                                                        1995           1994
                                                    -------------  -------------
<S>                                                 <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------
OPERATIONS--
- --------------------------------------------------
Net investment income                               $   9,973,993  $  10,271,797
- --------------------------------------------------
Net realized gain (loss) on investments
($45,017,308 net gain and $15,441,993 net gain,
respectively, as computed for federal tax
purposes)                                              45,305,647     15,153,654
- --------------------------------------------------
Net change in unrealized appreciation                  58,089,861         89,647
- --------------------------------------------------  -------------  -------------
  Change in net assets resulting from operations      113,369,501     25,515,098
- --------------------------------------------------  -------------  -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------
Distributions from net investment income              (10,498,641)    (9,572,779)
- --------------------------------------------------
Distributions from net realized gains                 (15,442,313)   (16,842,679)
- --------------------------------------------------  -------------  -------------
  Change in net assets resulting from
    distributions to shareholders                     (25,940,954)   (26,415,458)
- --------------------------------------------------  -------------  -------------
SHARE TRANSACTIONS--
- --------------------------------------------------
Proceeds from sale of shares                          146,619,990    265,476,902
- --------------------------------------------------
Net asset value of shares issued to shareholders
in payment of distributions declared                   13,596,554     13,333,198
- --------------------------------------------------
Cost of shares redeemed                              (216,239,762)  (231,307,977)
- --------------------------------------------------  -------------  -------------
  Change in net assets resulting from share
    transactions                                      (56,023,218)    47,502,123
- --------------------------------------------------  -------------  -------------
    Change in net assets                               31,405,329     46,601,763
- --------------------------------------------------
NET ASSETS:
- --------------------------------------------------
Beginning of period                                   600,663,895    554,062,132
- --------------------------------------------------  -------------  -------------
End of period (including undistributed net
investment income of $213,884 and $738,532,
respectively)                                       $ 632,069,224  $ 600,663,895
- --------------------------------------------------  -------------  -------------
                                                    -------------  -------------
</TABLE>



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

                                       21

FEDERATED STOCK TRUST

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995
- --------------------------------------------------------------------------------


(1) ORGANIZATION


Federated  Stock Trust (the "Trust") is  registered under the Investment Company
Act of  1940, as  amended (the  "Act"), as  a diversified,  open-end  management
investment company.


(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.  These
policies are in conformity with generally accepted accounting principles.

    INVESTMENT  VALUATIONS--Short-term securities  with remaining  maturities of
    sixty days or less at the time of purchase may be valued at amortized  cost,
    which approximates fair market value. All other securities are valued at the
    prices provided by an independent pricing service.

    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  under  repurchase   agreement
    transactions. Additionally, procedures have been established by the Trust to
    monitor,  on a daily basis, the  market value of each repurchase agreement's
    collateral to  ensure that  the  value of  collateral  at least  equals  the
    repurchase price to be paid under the repurchase agreement transaction.

    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 the guidelines and/or
    standards reviewed or established by the Board of Trustees (the "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.

    INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required by the Internal Revenue Code, as amended (the "Code"). Dividend
    income and distributions  to shareholders  are recorded  on the  ex-dividend
    date.

    FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the
    Code  applicable  to regulated  investment  companies and  to  distribute to
    shareholders each  year substantially  all of  its income.  Accordingly,  no
    provisions for federal tax are necessary.

    WHEN-ISSUED  AND  DELAYED  DELIVERY TRANSACTIONS--The  Trust  may  engage in
    when-issued or delayed delivery transactions. The Trust records  when-issued
    securities on the trade date and
                                       22

FEDERATED STOCK 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.


    RESTRICTED SECURITIES--Restricted securities are securities that may only be
    resold  upon registration under  federal securities laws  or in transactions
    exempt from  such registration.  In  some cases,  the issuer  of  restricted
    securities  has  agreed  to  register such  securities  for  resale,  at the
    issuer's expense either  upon demand  by the  Trust or  in connnection  with
    another  registered offering  of the securities.  Many restricted securities
    may  be  resold  in  the  secondary  market  in  transactions  exempt   from
    registration.  Such  restricted securities  may be  determined to  be liquid
    under criteria established  by the  Board of  Trustees. The  Trust will  not
    incur  any  registration costs  upon  such resales.  The  Trust's restricted
    security is valued at the price provided by dealers in the secondary  market
    or,  if no market price is available, at the fair value as determined by the
    Trust's pricing committee.



    Additional information on each restricted security held at October 31,  1995
    is as follows:
<TABLE>
<S>                                                                   <C>                    <C>
                              SECURITY                                  ACQUISITION DATE     ACQUISITION COST
- --------------------------------------------------------------------  ---------------------  ----------------
Westinghouse Electric Corp., PEPS, Series C, $1.30                      09/26/95 - 09/28/95  $     9,175,000
</TABLE>



    OTHER--Investment transactions are accounted for on the trade date.


(3) 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).
Transactions in shares were as follows:
<TABLE>
<CAPTION>
                                                                      YEAR ENDED OCTOBER 31,
                                                                     -------------------------
                                                                        1995          1994
- -------------------------------------------------------------------  ----------    -----------
<S>                                                                  <C>           <C>
Shares sold                                                           5,349,711     10,334,187
- -------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared      541,686        526,068
- -------------------------------------------------------------------
Shares redeemed                                                      (8,086,028)    (9,032,374)
- -------------------------------------------------------------------  ----------    -----------
  Net change resulting from share transactions                       (2,194,631)     1,827,881
- -------------------------------------------------------------------  ----------    -----------
                                                                     ----------    -----------
</TABLE>




(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES



    INVESTMENT   ADVISORY  FEE--Federated  Management,  the  Trust's  investment
    adviser (the  "Adviser"), receives  for its  services an  annual  investment
    advisory  fee up to .75  of 1% of the Trust's  average daily net assets. The
    Adviser will waive, to the extent of  its advisory fee, the amount, if  any,
    by   which  the  Trust's  aggregate  annual  operating  expenses  (excluding
    interest,  taxes,  brokerage  commissions,   expenses  of  registering   and
    qualifying the Trust and its shares


                                       23

FEDERATED STOCK TRUST
- --------------------------------------------------------------------------------
    under   federal  and  state   laws,  expenses  of   withholding  taxes,  and
    extraordinary expenses) exceed 1% of average daily net assets of the Trust.

    ADMINISTRATIVE   FEE--Federated   Administrative    Services,   under    the
    Administrative  Services Agreement,  provides the  Trust with administrative
    personnel and services. This fee is based on the level of average  aggregate
    daily net assets of all funds advised by subsidiaries of Federated Investors
    for  the period.  The administrative fee  received during the  period of the
    Administrative Services Agreement shall be  at least $125,000 per  portfolio
    and $30,000 per each additional class of shares.

    SHAREHOLDER   SERVICES  FEE--Under  the  terms  of  a  Shareholder  Services
    Agreement with Federated  Shareholder Services ("FSS"),  the Trust will  pay
    Federated  Shareholder Services up to .25 of  1% of average daily net assets
    of the Trust  for the period.  This fee  is to obtain  certain services  for
    shareholders  and  to  maintain shareholder  accounts.  FSS  may voluntarily
    choose to waive  a portion  of its  fee. FSS  can modify  or terminate  this
    voluntary waiver at any time at its sole discretion.

    TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated Services
    Company  ("FServ") serves as transfer and  dividend disbursing agent for the
    Trust. This fee  is based  on the  size, type,  and number  of accounts  and
    transactions made by shareholders.

    PORTFOLIO  ACCOUNTING  FEES--FServ  also  maintains  the  Trust's accounting
    records for which it receives  a fee. The fee is  based on the level of  the
    Trust's  average  daily  net  assets  for  the  period,  plus  out-of-pocket
    expenses.

    GENERAL--Certain of the Officers and Trustees of the Trust are Officers  and
    Directors or Trustees of the above companies.


(5) INVESTMENT TRANSACTIONS


Purchases  and sales  of investments,  excluding short-term  securities, for the
fiscal year ended October 31, 1995, were as follows:
<TABLE>
<S>                                                                <C>
Purchases                                                          $236,895,317
- -----------------------------------------------------------------  ------------
Sales                                                              $323,578,779
- -----------------------------------------------------------------  ------------
</TABLE>


                                       24


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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


To the Trustees and Shareholders of
FEDERATED STOCK TRUST:



We  have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated  Stock Trust as of October 31,  1995,
and  the related statement of operations for  the year then ended, the statement
of changes in net assets for each of the two years in the period then ended  and
the financial highlights (see page 2 of this prospectus) for each of the periods
presented  therein. 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
October 31, 1995,  by correspondence with  the custodian and  brokers. 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 Stock Trust at October 31, 1995, 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  its  financial highlights  for  each  of  the  periods
presented therein, in conformity with generally accepted accounting principles.



                                                               ERNST & YOUNG LLP



Pittsburgh, Pennsylvania
December 8, 1995


                                       25

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>
Federated Stock Trust                        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 Trust
              Company                        P.O. Box 8600
                                             Boston, Massachusetts 02266-8600
- --------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing
              Agent
              Federated Services Company     P.O. Box 8600
                                             Boston, Massachusetts 02266-8600
- --------------------------------------------------------------------------------

Independent Auditors
              Ernst & Young LLP              One Oxford Centre
                                             Pittsburgh, Pennsylvania 15219
- --------------------------------------------------------------------------------
</TABLE>



                                       26



- --------------------------------------------------------------------------------
                                 FEDERATED STOCK TRUST

                                 PROSPECTUS
                                 A No-Load, Open-End,
                                 Diversified Management
                                 Investment Company
                                 December 31, 1995




[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 313900102
           8120102A (12/95)                [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER



                            FEDERATED STOCK TRUST
                     STATEMENT OF ADDITIONAL INFORMATION

   This Statement of Additional Information should be read with the
   prospectus of the Federated Stock Trust (the "Trust") dated December 31,
   1995. This Statement is not a prospectus itself. To receive a copy of the
   prospectus, write or call Federated Stock Trust.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779


                       Statement dated December 31, 1995



















           FEDERATED SECURITIES CORP.

           Distributor
           A subsidiary of FEDERATED INVESTORS



GENERAL INFORMATION ABOUT THE TRUST     1

INVESTMENT OBJECTIVE AND POLICIES1

 TYPES OF INVESTMENTS            1
 WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
                                 1
 PORTFOLIO TURNOVER              1
 INVESTMENT LIMITATIONS          1
FEDERATED STOCK TRUST MANAGEMENT 3

 OFFICERS AND TRUSTEES
 THE FUNDS                       7
 TRUST OWNERSHIP                 8
 TRUSTEES COMPENSATION           8
 TRUSTEE LIABILITY               8
INVESTMENT ADVISORY SERVICES     9

 ADVISER TO THE TRUST            9
 ADVISORY FEES                   9
OTHER SERVICES                   9

 TRUST ADMINISTRATION            9
 CUSTODIAN AND PORTFOLIO RECORDKEEPER   9
 TRANSFER AGENT                  9
 INDEPENDENT AUDITOR             9
ADMINISTRATIVE SERVICES          9

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT 9

SHAREHOLDER SERVICES AGREEMENT  10

BROKERAGE TRANSACTIONS          10



PURCHASING SHARES               10

 CONVERSION TO FEDERAL FUNDS    10
DETERMINING NET ASSET VALUE     10

 DETERMINING MARKET VALUE OF SECURITIES 11
REDEEMING SHARES                11

 REDEMPTION IN KIND`            11
 MASSACHUSETTS PARTNERSHIP LAW  11
EXCHANGING SECURITIES FOR TRUST SHARES  11

 TAX CONSEQUENCES               12
TAX STATUS                      12

 THE TRUST'S TAX STATUS         12
 SHAREHOLDERS' TAX STATUS       12
TOTAL RETURN                    12

YIELD                           12

PERFORMANCE COMPARISONS         13

ABOUT FEDERATED INVESTORS       14



GENERAL INFORMATION ABOUT THE TRUST

Federated Stock Trust (the "Trust") was established as a Massachusetts
business trust under a Declaration of Trust dated December 30, 1981. On May
2, 1993, the shareholders of the Trust voted to permit the Trust to offer
separate series and classes of shares.
INVESTMENT OBJECTIVE AND POLICIES

The Trust's investment objective is to provide growth of income and capital
by investing principally in a professionally-managed and diversified
portfolio of common stocks of high quality companies.
TYPES OF INVESTMENTS
Although the Trust may invest in other securities of these companies and in
money market instruments, it is the Trust's policy to invest at least 80% of
its portfolio in common stocks. The above investment objective and policies
cannot be changed without approval of shareholders.
  U.S. GOVERNMENT OBLIGATIONS
     The types of U.S. government obligations in which the Trust may invest
     generally include direct obligations of the U.S. Treasury (such as U.S.
     Treasury bills, notes, and bonds) and obligations issued or guaranteed
     by U.S. government agencies or instrumentalities. These securities are
     backed by:
     othe full faith and credit of the U.S. Treasury;
     othe issuer's right to borrow from the U.S. Treasury;
     othe discretionary authority of the U.S. government to purchase certain
      obligations of agencies or instrumentalities; or
     othe credit of the agency or instrumentality issuing the obligations.
     Examples of agencies and instrumentalities which may not always receive
     financial support from the U.S. government are:
     oFederal Land Banks;
     oCentral Bank for Cooperatives;



     oFederal Intermediate Credit Banks;
     oFederal Home Loan Banks;
     oFarmers Home Administration; and
     oFederal National Mortgage Association.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an
advantageous price or yield for the Trust.  No fees or other expenses, other
than normal transaction costs, are incurred.  However, liquid assets of the
Trust sufficient to make payment for the securities to be purchased are
segregated on the Trust`s records at the trade date.  These assets are marked
to market daily and are maintained until the transaction has been settled.
The Trust does not intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the segregation of more than 20%
of the total value of its assets.
PORTFOLIO TURNOVER
The Trust 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 Trust's investment objective. For the fiscal years ended October
31, 1995, and 1994, the portfolio turnover rates were 42% and 28%,
respectively.

INVESTMENT LIMITATIONS
The Trust will not change any of the investment limitations described below
without approval of shareholders, unless indicated otherwise
  SELLING SHORT AND BUYING ON MARGIN
     The Trust will not make short sales of or purchase any securities on
     margin, except for such credits as are necessary for the clearance of
     transactions.



  BORROWING MONEY
     The Trust will not borrow money except as a temporary measure for
     extraordinary or emergency purposes and then only in amounts not in
     excess of 5% of the value of its total assets 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 Trust to meet redemption requests where the liquidation of
     portfolio securities is deemed inconvenient or disadvantageous.  While
     any such borrowings are outstanding, no purchases of investment
     securities will be made by the Trust.
  PLEDGING ASSETS
     The Trust will not pledge, mortgage or hypothecate its assets, except
     that, to secure borrowings. It may pledge securities having a market
     value at the time of pledge not exceeding 10% of the value of the
     Trust's total assets.
  DIVERSIFICATION OF INVESTMENTS
     The Trust will not purchase the securities of any issuer, except cash,
     cash instruments and securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, if as a result more than
     5% of its total assets would be invested in the securities of such
     issuer.
  PURCHASING SECURITIES TO EXERCISE CONTROL
     The Trust may not invest in securities of a company for the purpose of
     exercising control or management. However, the Trust will acquire no
     more than 10% of the voting securities of an issuer and may exercise its
     voting power in the Trust's best interest. From time to time the Trust,
     together with other investment companies advised by the Adviser or its
     affiliated companies, may buy and hold substantial amounts of the voting



     stock of a company, and all such stock may be voted together in regard
     to the company's affairs  In some cases, the Trust and other investment
     companies advised by the Adviser or its affiliated companies holding
     such stock might collectively be considered to be in control of such a
     company . Officers or affiliates of the Trust might possibly become
     directors of companies in which the Trust holds stock.
  PURCHASING SECURITIES OF OTHER ISSUERS
     The Trust will not invest in securities issued by any other investment
     company or investment trust except by purchase in the open market where
     no commission or profit to a sponser or dealer results from such
     purchjases other than the customary broker's commission or except when
     such a purchase, though not made in open market, is part of a plan of
     merger or consolidation.
  INVESTING IN NEW ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS OF THE
  TRUST
     The Trust will not invest more than 5% of the value of the total assets
     of the Trust in securities of issuers which have a record of less than
     three years of continuous operation, including the operation of any
     predecessor.
  INVESTING IN ISSUERS
     The Trust will not purchase or retain the securities of any issuer other
     than the securities of the Trust, if, to the Trust's knowledge, those
     officers and Trustees of the Trust, or of the Adviser, who individually
     own beneficially more than 1/2 of 1% of the outstanding securities of
     such issuer, together own beneficially more than 5% of such outstanding
     securities.
  UNDERWRITING
     The Trust will not underwrite any issue of securities, except as it may
     be deemed to be an underwriter under the Securities Act of 1933, in



     connection with the sale of securities in accordance with its investment
     objective, policies and limitations.
  INVESTING IN REAL ESTATE
     The Trust will not purchase or sell real estate, but this shall not
     prevent the Trust from investing in Municipal Bonds secured by real
     estate or interest therein.
  INVESTING IN COMMODITIES OR MINERALS
     The Trust will not purchase or sell commodities or commodity contracts
     or oil, gas, or other mineral exploration or development programs.
  LENDING CASH OR SECURITIES
     The Trust will not lend any of its assets, except that it may purchase
     or hold corporate or government bonds, debentures, notes, certificates
     of indebtedness or other debt securities permitted by its investment
     objective.
  CONCENTRATION OF INVESTMENTS IN ONE INDUSTRY
     The Trust will not invest more than 25% of the value of its total assets
     in one industry.
  ISSUING SENIOR SECURITIES
     The Trust will not issue senior securities except as permitted by its
     investment objective, policies and limitations.
  DEALING IN PUTS AND CALLS
     The Trust will not write, purchase or sell puts, call, straddles or
     spreads or any combinations thereof.
  RESTRICTED SECURITIES
     The Trust will not invest more than 10% of its net assets in securities
     subject to restrictions on resale under the Securities Act of 1933,
     except for commercial paper issued under Section 4 (2) of the Securities
     Act of 1933 and certain other restricted securities which meet the
     criteria for liquidity as established by the Trustees.



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 Trust did not borrow money, pledge securities, or purchase restricted
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.
This representation may be changed without shareholder vote to the extent
permitted by the above restrictions.

FEDERATED STOCK TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Stock Trust, and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds.  Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA



Bithdate  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital
of Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds;
formerly, President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan
Homes, Inc.



James E. Dowd
Director, Federated Securities Corp.
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Trustee
Attorney-at-Law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee, or Managing General Partner of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center-
Downtown; Member, Board of Directors, University of Pittsburgh Medical
Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and
Montefiore Hospitals; Director, Trustee, or Managing General Partner of the
Funds.


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;



Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center-Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee



President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; Funding Chairman, National
Advisory Council for Environmental Policy and Technology and Federal
Emergency Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929



President
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative
Services.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Administrative Services, Federated
Services Company, and Federated Shareholder Services; 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 Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated



Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research
Corp.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; President and
Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947



Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
President, Federated Shareholder Services; Vice President, Federated
Administrative Services; Treasurer of some of the Funds.


* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board of Trustees between
meetings of the Board.

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust;  Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; 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; 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;  Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Targeted Duration Trust; Tax-Free Instruments Trust; Trust for Financial
Institutions; Trust For Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; The Virtus Funds;
World Investment Series, Inc.
TRUST OWNERSHIP
Officers and Trustees as a group own less than 1% of the Fund`s outstanding
shares.
As of December 4, 1995, the following shareholders of record owned 5% or more
of the outstanding shares of Federated Stock Trust:  Charles Schwab & Co.,
Inc., San Francisco, CA, 6.75%; and Boston Safe Deposit & Trust Co., Medford,
MA, 5.01%.
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue     $0             $0 for the Trust and



Chairman and Trustee                    68 other investment companies in the
Fund Complex
Thomas G. Bigley    $2,458         $20,688 for the Trust and
Trustee                            49 other investment companies in the Fund
Complex
John T. Conroy, Jr. $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
William J. Copeland $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Glen R. Johnson     $0             $0 for the Trust and
President and Trustee                   14 other investment companies in the
Fund Complex
James E. Dowd       $3,520         $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.            $3,166    $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.            $3,520    $117,202 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Peter E. Madden     $2,757         $90,563 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Gregor F. Meyer     $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
John E. Murray, Jr.,               $1,762    $0 for the Trust and



Trustee                            64 other investment companies in the Fund
Complex
Wesley W. Posvar    $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex
Marjorie P. Smuts   $3,166         $106,460 for the Trust and
Trustee                            64 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended October 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of
15 portfolios.
+The information is provided for the last calendar year.
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 TRUST
The Trust's investment Adviser is Federated Management (the "Adviser").  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.
The adviser shall not be liable to the Trust or any shareholder for any
losses that may be sustained in the purchase, holding, or sale of any
security, or for anything done or omitted by it, except acts or omissions



involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.
ADVISORY FEES
For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. During the fiscal years ended
October 31, 1995, 1994, and 1993, the Trust's Adviser earned  $4,305,810,
$4,204,915, and $3,466,826, respectively, of which $128,351 was waived for
the period ended October 31, 1995.
  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 Trust'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 Trust for its expenses over the limitation.
     If the Trust'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 SERVICES

TRUST ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee
described in the prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Fund's administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc., may hereinafter collectively be referred to
as, (the "Administrators.")  For the fiscal year ended October 31, 1995, the
Administrators collectively earned $440,833.  For the fiscal years ended
October 31, 1994, and 1993, Federated Administrative Services and Federated
Administrative Services, Inc. earned $528,231 and $638,234, respectively.
Dr. Henry J. Gailliot, an officer of Federated Management, the Adviser to the
Trust, holds approximately 20% of the outstanding common stock and serves as
a director of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services.
CUSTODIAN AND PORTFOLIO RECORDKEEPER.
State Street Bank and Trust Company, Boston, Massachusetts, is custodian for
the securities and cash of the Trust.  It also provides certain accounting
and recordkeeping services with respect to the Trust's portfolio investments.
TRANSFER AGENT .
As transfer agent, Federated Services Company, maintains all necessary
shareholder records.  For its services, the transfer agent receives a fee
based on size, type, and number of accounts and transactions made by
shareholders.
INDEPENDENT AUDITOR
The independent auditors for the Trust are Ernst & Young LLP, Pittsburgh,
Pennsylvania.



SHAREHOLDER SERVICES AGREEMENT

This arrangement permits the payment of fees to Federated Shareholder
Services and to financial institutions 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, providing office space, equipment, telephone
facilities, and various clerical, supervisory, computer, and other personnel
as necessary or beneficial to establish and maintain shareholder accounts and
records; processing purchase and redemption transactions and automatic
investments of client account cash balances; answering routine client
inquiries; and assisting clients in changing dividend options, account
designations, and addresses.
By adopting the Shareholder Services Agreement, the Trustees expect that the
Trust will benefit by:  (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative
detail; (3) enhancing shareholder record keeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1995, payments in the amount of
$1,455,815 were made pursuant to the Shareholder Services Agreement, of which
$873,483 was waived.
BROKERAGE TRANSACTIONS

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Trust/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. Research services provided by brokers and dealers may be used by
the adviser or its affiliates in advising the Trust/Fund and other accounts.
To the extent that receipt of these services may supplant services for which



the adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses. The adviser and its affiliates exercise reasonable
business judgment in selecting brokers who offer brokerage and research
services to execute securities transactions. They determine in good faith
that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided.  For the fiscal
years ended October 31, 1995, 1994, and 1993, the Trust paid total brokerage
commissions of $549,947, $271,265, and $336,440, respectively.
Although investment decisions for the Trust/Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
theTrust/Fund may make may also be made by those other accounts. When the
Trust/Fund and one or more other accounts managed by the adviser are prepared
to invest in, or desire to dispose of, the same security, available
investments or opportunities for sales will be allocated in a manner believed
by the adviser to be equitable to each. In some cases, this procedure may
adversely affect the price paid or received by the Trust/Fund or the size of
the position obtained or disposed of by the Trust/Fund. In other cases,
however, it is believed that coordination and the ability to participate in
volume transactions will be to the benefit of the Trust/Fund.
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 of the Trust is explained in the prospectus under "Investing in the
Trust."
CONVERSION TO FEDERAL FUNDS
It is the Trust's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be
in federal funds or be converted into federal funds. State Street Bank acts
as the shareholder's agent in depositing checks and converting them to
federal funds.



DETERMINING NET ASSET VALUE

Net asset value generally changes each day.  The days on which the net asset
value is calculated by the Trust are described in the prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Trust's portfolio securities are determined as follows:
   o for equity securities and bonds and other fixed income securities,
     according to the last sale price on a national securities exchange, if
     available;
   o in the absence of recorded sales for equity securities, according to the
     mean between the last closing bid and asked prices and for bonds and
     other fixed income securities as determined by an independent pricing
     service;
   o for unlisted equity securities, the latest bid prices;

   o for short-term obligations, according to the mean between bid and asked
     prices, as furnished by an independent pricing service or for short-term
     obligations with remaining maturities of 60 days or less, at the time of
     purchase, at amortized cost; or
   o for all other securities, at fair value as determined in good faith by
     the Trustees.

REDEEMING SHARES

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



REDEMPTION IN KIND
The Trust has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Trust will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way as the Fund determines net asset value.  The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption.  If redemption is
made in kind, shareholders receiving their securities and selling them before
their maturity could receive less than the redemption value of their
securities and could incur certain transaction costs.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of 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 the Trust
or its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations, the Trust is required by the Declaration of Trust to
use its property to protect or compensate the shareholder.  On request, the
Trust will defend any claim made and pay any judgment against a shareholder
for any act or obligation of the Trust. Therefore, financial loss resulting
from liability as a shareholder will occur only if the Trust itself cannot



meet its obligations to indemnify shareholders and pay judgments against them
from its assets.
EXCHANGING SECURITIES FOR TRUST SHARES

Investors may exchange certain securities they already own for Trust shares,
or they may exchange a combination of securities and cash for Trust shares.
An investor should forward the securities in negotiable form with an
authorized letter of transmittal to Federated Securities Corp.  The Trust
will notify the investor of its acceptance and valuation of the securities
within five business days of their receipt by State Street Bank.
The Trust values securities in the same manner as the Trust values its
assets. The basis of the exchange will depend upon the net asset value of
Trust shares on the day the securities are valued. One share of the Trust
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 Trust,
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
Trust shares, a gain or loss may be realized by the investor.
TAX STATUS

THE TRUST'S TAX STATUS
The Trust 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 Trust must,
among other requirements:



   o derive at least 90% of its gross income from dividends, interest, and
     gain from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities
     held less than three months;
   o invest in securities within certain statutory limits; and
   o 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. At least a percentage of dividends
paid by the Trust will generally qualify for the shareholder's $100 dividends
received deduction available to corporations. The percentage is based on and
equal to the proportion of the Trust's gross income derived from dividends of
domestic corporations. These dividends, and any short-term capital gains, are
taxable as ordinary income.
  CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held
     the Trust shares.
TOTAL RETURN


The Trust's average annual total returns for the one-year, five-year and ten-
year periods ended October 31, 1995, were 21.98%, 18.62%, and 12.80%,
respectively. The Trust's average annual total return since inception was
15.46%.

The average annual total return for the Trust 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 quarterly reinvestment of all
dividends and distributions.
YIELD


The Trust's yield for the thirty-day period ended October 31, 1995, was
1.39%.

The yield for the Trust is determined by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by
the Trust over a thirty-day period by the offering price per share of the
Trust 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 Trust 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 the
Trust, performance will be reduced for those shareholders paying those fees.

PERFORMANCE COMPARISONS

The Trust's performance depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;



   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in Trust expenses; and
   o various other factors.
The Trust's performance fluctuates on a daily basis largely because net
earnings and offering price per share fluctuate daily. Both net earnings and
offering price 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 Trust's performance.  When comparing performance,
investors should consider all relevant factors such as the composition of any
index used, prevailing market conditions, portfolio compositions of other
funds, and methods used to value portfolio securities and compute offering
price.  The financial publications and/or indices which the Fund uses in
advertising may include:

   O LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories
     by making comparative calculations using total return. Total return
     assumes the reinvestment of all capital gains distributions and income
     dividends and takes into account any change in net asset value over a
     specific period of time. From time to time, the Trust will quote it
     Lipper ranking in the "growth and income funds" category in advertising
     and sales literature.
   o DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of
     selected blue-chip industrial corporations as well as public utility and
     transportation companies. The DJIA indicates daily changes in the
     average price of stocks in any of its categories. It also reports total
     sales for each group of industries. Because it represents the top



     corporations of America, the DJIA's index movements are leading economic
     indicators for the stock market as a whole.
   o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a
     composite index of common stocks in industry, transportation, and
     financial and public utility companies can be used to compare to the
     total returns of funds whose portfolios are invested primarily in common
     stocks. In addition, the Standard & Poor's index assumes reinvestments
     of all dividends paid by stocks listed on its index. Taxes due on any of
     these distributions are not included, nor are brokerage or other fees
     calculated in Standard & Poor's figures.
   o 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.
Investors may also consult the fund evaluation consulting universes listed
below. Consulting universes may be composed of pension, profit sharing,
commingled, endowment/foundation, and mutual funds.
   o FIDUCIARY CONSULTING GRID UNIVERSE, for example, is composed of over
     1,000 funds, representing 350 different investment managers, divided
     into subcategories based on asset mix. The funds are ranked quarterly
     based on performance and risk characteristics.
   o SEI data base for equity funds includes approximately 900 funds,
     representing 361 money managers, divided into fund types based on
     investor groups and asset mix. The funds are ranked every three, six,
     and twelve months.
   o MERCER MEIDINGER, INC. compiles a universe of approximately 600 equity
     funds, representing about 500 investment managers, and updates their
     rankings each calendar quarter as well as on a one, three, and five year
     basis.



Advertisements and other sales literature for the Trust 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
the Trust based on quarterly reinvestment of dividends over a specified
period of time.

ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent.  This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the equity sector, Federated Investors has more than 25 years' experience.
As of December 31, 1995, Federated Investors managed 15 equity funds totaling
approximately $4 billion in assets across growth, value, equity income,
international, index and sector (i.e. utility) styles.  Federated's value-
oriented management style combines quantitative and qualitative analysis and
features a structured, computer-assisted composite modeling system that was
developed in the 1970s.

J. Thomas Madden, Executive Vice President, oversees Federated's equity and
high yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
MUTUAL FUND MARKET



Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management.  Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors.  The marketing effort to these  institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios.  The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated Investors mutual funds are available to consumers through major
brokerage firms nationwide--including 200 New York Stock Exchange firms--
supported by more wholesalers than any other mutual fund distributor.  The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Division.

*source:  Investment Company Institute



CUSIP 313900102



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